Amendment to Amended and Restated Stockholders Agreement among K&F Industries, Inc. and Certain Stockholders

Summary

This amendment updates the existing Stockholders Agreement among K&F Industries, Inc., Bernard L. Schwartz, Loral Corporation, CBC Capital Partners, Inc., and several Lehman Brothers investment entities. The amendment reflects changes to the company's capital structure, specifically the authorization of Series B Voting Common Stock and the removal of certain nonvoting securities. The revised agreement now accurately describes the company's authorized shares and classes of stock. All parties must sign to accept these changes.

EX-10.19 16 y67435exv10w19.txt AMENDMENT OF STOCKHOLDERS AGREEMENT EXHIBIT 10.19 K & F INDUSTRIES, INC. 600 THIRD AVENUE NEW YORK, NEW YORK 10016 November 8, 1994 The Signatories to the Amended and Restated Stockholders Agreement Re: Amendment of Stockholders Agreement Gentlemen: Reference is made to (i) the Amended and Restated Stockholders Agreement (the "Stockholders Agreement") dated September 2, 1994 by and among K&F Industries, Inc. (formerly known as Opus Acquisition Corporation), a Delaware corporation (the "Company"); Bernard L. Schwartz; Lehman Brothers Merchant Banking Portfolio Partnership L.P., Lehman Brothers Offshore Investment Partnership L.P., Lehman Brothers Offshore Investment Partnership - Japan L.P., Lehman Brothers Capital Partners II, L.P., CBC Capital Partners, Inc., and Loral Corporation ("Loral") and (ii) the Certificate of Incorporation of the Company as amended and restated on the date hereof (the "Certificate"). The Certificate has been amended to authorize the Series B Voting Common Stock, par value $.01 per share of the Company and to remove certain nonvoting securities from the capitalization of the Company. Consequently, the second paragraph of the Stockholders Agreement shall be deleted in its entirety and replaced with the following paragraph in order to accurately reflect the capitalization of the Company: "The Company has an authorized capital stock consisting of (i) 21,000,000 shares of Class A Common Stock, par value $.01 per share (the "Class A Common Stock"), 4,600,000 shares of Class B Common Stock, par value $.01 per share (the "Class B Common Stock"; and together with the Class A Common Stock the "Common Stock") and (ii) 1,500,000 shares of Preferred Stock, of which 1,027,635 shares have been designated Series A Convertible Preferred Stock, par value $.01 per share (the "Series A Preferred Stock" and the Series A Preferred Stock and the Common Stock, collectively, the "Stock")." If the foregoing is acceptable, please sign this letter agreement in the place provided below. Very truly yours, K & F Industries, Inc. By: KENNETH M. SCHWARTZ ------------------------------ Name: Kenneth M. Schwartz Title: Vice President Agreed and Accepted: K&F INDUSTRIES, INC. By: KENNETH M. SCHWARTZ ---------------------------- Title: Vice President BERNARD L. SCHWARTZ ---------------------------- Bernard L. Schwartz CBC CAPITAL PARTNERS, INC. By: DAVID J. HOFFMAN --------------------------- Name: David J. Hoffman Title: LORAL CORPORATION By: MICHAEL TARGOFF ---------------------------- Name: Michael Targoff Title: Senior Vice President LEHMAN BROTHERS CAPITAL PARTNERS II, L.P. By: Lehman Brothers Holdings Inc., General Partner By:________________________________ Name: Title: LEHMAN BROTHERS MERCHANT BANKING PORTFOLIO PARTNERSHIP, L.P. By: Lehman Brothers Merchant Banking Partners Inc., General Partner By:________________________________ Name: Title: LEHMAN BROTHERS OFFSHORE INVESTMENT PARTNERSHIP, L.P. By: Lehman Brothers Offshore Partners Ltd., General Partner By:________________________________ Name: Title: LEHMAN BROTHERS OFFSHORE INVESTMENT PARTNERSHIP - JAPAN L.P. By: Lehman Brothers Offshore Partners Ltd., General Partner By:________________________________ Name: Title: