Exhibit 10.2.(a)


EXECUTION
COPY


STOCKHOLDERS’ AGREEMENT

(Aurora Entities Version)


STOCKHOLDERS’ AGREEMENT,
dated as of March 5, 2007 (this “Agreement”),
among MEGGITT-USA, INC., a Delaware
corporation (“Purchaser”),
certain of the stockholders of K & F INDUSTRIES HOLDINGS, INC., a Delaware
corporation (the “Company”)
listed on the signature pages hereto (each, a “Stockholder”
and, collectively, the “Stockholders”)
and the Company.


WHEREAS, Purchaser,
Ferndown Acquisition Corp., a Delaware corporation (“Merger
Sub”), and the Company propose to simultaneously herewith enter
into an Agreement and Plan of Merger dated as of the date hereof (as the same
may be amended or supplemented, the “Merger Agreement”;
capitalized terms used but not defined herein shall have the meanings set forth
in the Merger Agreement) providing for the merger of Merger Sub with and into
the Company;


WHEREAS, as of the date
hereof, each Stockholder is both the record and beneficial owner (as such term
is defined in Rule 13d-3 of the Exchange Act) of that number of shares of
Common Stock set forth in column 1 opposite its name on Schedule A to
this Agreement (subject to adjustment as contemplated herein, the “Owned Shares”);


WHEREAS, in addition to
the Owned Shares, the Stockholders have the irrevocable proxy power to vote,
individually and as a group, as of the date hereof, an aggregate of 2,743,753
shares of Common Stock (subject to adjustment as contemplated herein, the “Proxy Shares”), pursuant to that
certain Securityholders Agreement dated November 18, 2004, as amended by
the First Amendment dated as of December 27, 2004 and as further amended by the
Second Amendment dated as of April 27, 2005 (the “Securityholders’ Agreement”);


WHEREAS, in addition to
the Owned Shares and the Proxy Shares, certain additional stockholders have
agreed to vote, as of the date hereof, an aggregate of 6,111,850 shares of
Common Stock (subject to adjustment as contemplated herein, the “Voting Shares” and, collectively with
the Owned Shares and the Proxy Shares, the “Subject
Shares”) in such manner as the Stockholders shall vote,
including with respect to all matters required by this Agreement, pursuant to
and subject to the terms of the Securityholders’ Agreement; and


WHEREAS, as a condition
to the willingness of Purchaser and Merger Sub to enter into the Merger
Agreement, and as an inducement and in consideration therefor, Purchaser has
requested that the Stockholders enter into this Agreement.


NOW, THEREFORE, the
parties hereto agree as follows:


Section 1.  Representations, Warranties and Covenants
of the Stockholders.  Each
Stockholder hereby represents and warrants, on a several and not joint basis,
to Purchaser as of the date hereof as follows:


(a)           Authority.  Such Stockholder has all requisite power and
authority to execute this Agreement and to consummate the transactions
contemplated hereby.  The execution and
delivery by such Stockholder of this Agreement and consummation of the













transactions contemplated hereby have been duly
authorized by all necessary action on the part of such Stockholder.


(b)           Execution; Delivery;
Securityholders’ Agreement.  Such
Stockholder has duly executed and delivered this Agreement, and this Agreement
constitutes the valid and binding obligation of such Stockholder, enforceable
against such Stockholder in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors rights and to general
principles of equity.  No consent of, or registration or
filing with, any Governmental Entity is required to be obtained or made by or
with respect to such Stockholder in connection with the execution, delivery and
performance of this Agreement or the consummation of the transactions
contemplated hereby, other than (i) such reports, schedules or statements under
the Exchange Act as may be required to be filed by such Stockholder in
connection with this Agreement and the transactions contemplated hereby and
(ii) such consents, registrations or filings by such Stockholder the failure of
which to be obtained or made would not have an adverse effect on such
Stockholder’s ability to timely perform its obligations hereunder.  The Securityholders’ Agreement is the valid
and binding obligation of such Stockholder, enforceable against such party in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors rights and to general principles of
equity.  Such Stockholder will not
consent or permit any termination, cancellation, amendment, waiver or
modification of the Securityholders’ Agreement that would, individually or in
the aggregate, reasonably be expected to impair the ability of such Stockholder
to timely perform its obligations under this Agreement or prevent or delay the
consummation of the transactions contemplated by the Merger Agreement.


(c)           The Owned Shares.  Such Stockholder is the record and beneficial
owner of the Owned Shares set forth in column 1 opposite its name on Schedule A,
free and clear of (i) any Encumbrances (other than the Merger Agreement and those created by the Securityholders’
Agreement) and (ii) any restrictions whatsoever with respect to the
ownership, transfer or voting of the Owned Shares that would, individually or
in the aggregate, reasonably be expected to impair the ability of the
Stockholder to timely perform its obligations under this Agreement or prevent
or delay the consummation of the transactions contemplated by the Merger
Agreement.  None of such Owned Shares are
subject to any voting trust or other voting agreement, except pursuant to the
Securityholders’ Agreement or as contemplated by this Agreement.  Except for the Subject Shares, such
Stockholder does not own beneficially or of record any common stock or other
voting securities of the Company on the date hereof, and does not, directly or
indirectly, own or have any option, warrant or other right to acquire any securities
of the Company that are or may by their terms become entitled to vote or any
securities that are convertible or exchangeable into or exercisable for any
securities of the Company that are or may by their terms become entitled to
vote under the Company’s Charter, applicable Law or otherwise.



 2
 









(d)           The
Proxy Shares.  


(i)            As
of the date hereof, such Stockholder has the power to vote by proxy, pursuant
to the Securityholders’ Agreement, all of the shares of Common Stock that
constitute Proxy Shares as of the date hereof. 



(ii)           The parties acknowledge that neither
the Securityholders’ Agreement nor this Stockholders Agreement prohibit any
record owner of the shares of Common Stock that constitute, as of the date
hereof, Proxy Shares, from selling or transferring any or all such shares of
Common Stock, and neither the Company nor any Stockholder shall have any
liability, hereunder, under the Merger Agreement or otherwise, to Purchaser,
Merger Sub or Parent if any such record owner transfers or sells any such shares
of Common Stock at any time prior to the Effective Time.  If any such record owner of shares of Common
Stock that constitute, as of the date hereof, Proxy Shares, sells or transfers
any such shares of Common Stock, then such shares of Common Stock shall,
effective upon such sale or transfer, no longer constitute Proxy Shares and the
number of shares of Common Stock then subject to the definition of Proxy Shares
hereunder shall be adjusted accordingly. 



(iii)          As of the Effective Time, such
Stockholder will have the power to vote by proxy, pursuant to the
Securityholders’ Agreement, all of the shares of Common Stock that constitute
Proxy Shares as of the Effective Time.  


(e)           The Voting Shares.


(i)            As of the date hereof, such
Stockholder has the contractual rights, in its favor, set forth in Section
7.2 of the Securityholders’ Agreement, with respect to all of the shares of
Common Stock that constitute, as of the date hereof, Voting Shares.


(ii)           The parties acknowledge that neither
the Securityholders’ Agreement nor this Stockholders Agreement prohibit any
record owner of the shares of Common Stock that constitute, as of the date
hereof, Voting Shares, from selling or transferring any or all such shares of
Common Stock, and neither the Company nor any Stockholder shall have any
liability, hereunder, under the Merger Agreement or otherwise, to Purchaser,
Merger Sub or Parent if any such record owner transfers or sells any such
shares of Common Stock at any time prior to the Effective Time.  If any such record owner of shares of Common
Stock that constitute, as of the date hereof, Voting Shares, sells or transfers
any such shares of Common Stock, then such shares of Common Stock shall,
effective upon such sale or transfer, no longer constitute Voting Shares and
the number of shares of Common Stock then subject to the definition of Voting
Shares hereunder shall be adjusted accordingly.


(iii)          As of the Effective Time, such
Stockholder will have the contractual rights, in its favor, set forth in Section
7.2 of the Securityholders’ Agreement, with respect to all of the shares of
Common Stock that constitute, as of the Effective Time, Voting Shares.


(f)            No Conflicts.  Subject to appropriate filings by such
Stockholder under the Exchange Act (which such Stockholder agrees to make as
and to the extent required by the Exchange Act), to the extent applicable, the
execution and delivery of this Agreement do not,



 3
 









and the consummation of the transactions contemplated
hereby and compliance with the provisions hereof will not, conflict with,
result in a violation or breach of, or constitute a default (or an event that,
with notice or lapse of time or both, would result in a default) or give rise
to any right of termination or acceleration under, (i) any organizational or
constituent document of such Stockholder (ii) the Securityholders’
Agreement, (iii) any loan or credit agreement, bond, note, mortgage,
indenture, lease or any other contract, agreement or instrument to which such
Stockholder or is a party or by which such Stockholder or any of the Subject
Shares is bound or (iv) any Law or Order applicable to such Stockholder;
except, in the case of clauses (iii) and (iv) above, for any such violation,
breach, default or right of termination or acceleration that does not impair or
materially delay such Stockholder’s ability to perform its obligations
hereunder.


Section 2.  Representations and Warranties of
Purchaser.  Purchaser hereby
represents and warrants to each Stockholder as follows:


(a)           Authority.  Purchaser has all requisite corporate power
and authority to execute this Agreement and to consummate the transactions
contemplated hereby.  The execution and
delivery by Purchaser of this Agreement and consummation of the transactions contemplated
hereby have been duly authorized by all necessary action on the part of
Purchaser.


(b)           Execution; Delivery.  Purchaser has duly executed and delivered
this Agreement, and this Agreement constitutes the valid and binding obligation
of Purchaser, enforceable against Purchaser in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors rights and to general principles of equity.  No consent of, or registration or filing
with, any Governmental Entity is required to be obtained or made by or with
respect to Purchaser in connection with the execution, delivery and performance
of this Agreement or the consummation of the transactions contemplated hereby,
other than as set forth in the Merger Agreement.


(c)           No Conflicts.  Subject to compliance by Purchaser with the
Regulatory Filings, neither the execution and delivery of this Agreement nor
the performance by Purchaser of its obligations hereunder will result in a violation
or breach of, or constitute a default (or an event that, with notice or lapse
of time or both, would result in a default) or give rise to any right of
termination or acceleration under, (i) Purchaser’s certificate of
incorporation or similar constituent documents, (ii) any loan or credit
agreement, bond, note, mortgage, indenture, lease or any other contract,
agreement or instrument to which Purchaser is a party or by which Purchaser is
bound, or (iii) any Law or Order applicable to Purchaser; except, in the
case of clauses (ii) and (iii) above, for any such violation, breach, default
or right of termination or acceleration that does not impair or materially
delay Purchaser’s ability to perform its obligations hereunder.


Section 3.  Agreement to Vote Proxy Shares and Owned
Shares; Agreement with Respect to Voting Shares.  Each Stockholder agrees that, during the term
of this Agreement, at any meeting of the stockholders of the Company, however
called, such Stockholder shall vote (or cause to be voted) (i) all of the
shares of Common Stock that constitute, at the time of any such meeting, Proxy
Shares, and (ii) all of the Owned Shares (A) in favor of the Merger, the
adoption



 4
 









of the Merger Agreement and each other action
contemplated by the Merger Agreement and any actions required in furtherance
hereof or thereof and (B) against the adoption of any Acquisition
Proposal.  Each Stockholder further
agrees that, during the term of this Agreement, in connection with any meeting
of the stockholders of the Company, however called, such Stockholder shall give
such instructions, notice or other information, in accordance with the terms of
the Securityholders’ Agreement, and use its commercially reasonable efforts
(but in no event will any such Stockholder be obligated to initiate
litigation), to cause all of the shares of Common Stock that constitute, at the
time of any such meeting, Voting Shares to be voted in accordance with the
terms of the Securityholders’ Agreement and this Agreement (i) in favor of the
Merger, the adoption of the Merger Agreement and each other action contemplated
by the Merger Agreement and any actions required in furtherance hereof or
thereof and (ii) against the adoption of any Acquisition Proposal.  The foregoing provisions shall also apply to
the extent appropriate in the event of stockholder action by written consent to
the extent permitted in the Company’s Certificate of Incorporation.


Section 4.  Provisions Concerning Common Stock.  Concurrently with this Agreement, each
Stockholder has duly executed and delivered an irrevocable proxy in the form
attached as Exhibit A hereto (the “Irrevocable Proxy”) appointing Purchaser and any of its
authorized Representatives as such Stockholder’s proxy with the power to vote,
at any meeting of stockholders of the Company, however called, or in any other
circumstance upon which the vote or other approval of holders of Common Stock
is sought, all of such Stockholder’s Owned Shares and Proxy Shares:  (i) in favor of the Merger, the adoption of
the Merger Agreement and each other action contemplated by the Merger Agreement
and any actions required in furtherance hereof or thereof and (ii) against the
adoption of any Acquisition Proposal.  In
addition to the other covenants and agreements of such Stockholder provided for
elsewhere in this Agreement, from the execution of this Agreement until the
first to occur of the Effective Time or the Termination Date, none of the
Stockholders shall amend, waive, cancel or terminate the Securityholders’
Agreement or enter into any agreement, arrangement or understanding with any
Person or entity to refrain from taking any of the actions described in clause
(i) or (ii) of the foregoing sentence, or the effect of which would be
inconsistent with or violate the provisions and agreements contained in this Section
4, in any case without the prior written consent of Purchaser.


Section 5.  Capture; No Transfers; Waiver of Appraisal
Rights.


(a)           If the Merger Agreement is terminated
pursuant to Sections 7.2(a) or (c), 7.3(a) or (b) or 7.4(c) of the Merger
Agreement (a “Triggering Termination”)
and any of a Stockholder’s Owned Shares are sold, transferred, exchanged,
canceled or disposed of in connection with, or as a result of (including any
disposition following announcement of), any Acquisition Proposal within the
meaning of Section 7.6(b)(i) of the Merger Agreement (whether or not such
Acquisition Proposal was made prior to termination of the Merger Agreement or
by the same Person) under circumstances in which the Company is required to pay
a Break-Up Fee under the Merger Agreement at any time after such termination
but prior to (or pursuant to a definitive agreement entered into prior to) the
one year anniversary of the date of the Triggering Termination (an “Alternative Disposition”) then,
simultaneously with the closing of such Alternative Disposition, the
Stockholders shall each tender and pay to, or shall cause to be tendered and
paid to, Purchaser, or its designee, in immediately available funds, the
product of



 5
 









(A) .50, multiplied by (B) the number of Owned Shares
owned by such Stockholder and Transferred pursuant to the Alternate
Disposition, and multiplied by (C) the remainder that results when (y) the Per
Share Merger Consideration is subtracted from (z) the Per Share Alternative
Transaction Consideration.  As used in
this Section 5, “Per Share Alternative
Transaction Consideration” shall mean all cash, securities,
settlement or termination amounts, notes or other debt instruments, and other
consideration payable or to be paid, directly or indirectly, with respect to
each Owned Share in connection with or as a result of such Alternative
Disposition.


(b)           For purposes of determining Per Share
Alternative Transaction Consideration under this Section 5:  (i) all non-cash items shall be valued based
upon the fair market value thereof as determined by an independent expert
selected by Purchaser and who is reasonably acceptable to a majority in
interest of the Stockholders, (ii) all deferred payments or consideration shall
be discounted to reflect a market rate of net present value thereof as
determined by the above-referenced independent expert, and (iii) all contingent
payments will be due when paid.  In the
event any contingent payments not previously included in the determination of
Per Share Alternative Consideration ultimately are paid with respect to the
Owned Shares pursuant to an Alternative Disposition, then such Stockholder
shall pay to Purchaser fifty percent of any amounts paid with respect to such
Owned Shares in respect of such uncollected contingent payments promptly after
receipt thereof, and each Stockholder agrees to use its commercially reasonable
efforts to earn, collect and receive such contingent payments.


(c)           Other than pursuant to this Agreement
or as contemplated by the Merger Agreement, each Stockholder shall not:
(i) sell, transfer, tender, pledge, encumber, assign or otherwise dispose
of, or enter into any contract, option or other agreement or instrument with
respect to or consent to the sale, transfer, tender, pledge, encumbrance,
assignment or other disposition of (collectively, “Transfer”)
any Owned Shares to any third party; (ii) deposit any Owned Shares or
Proxy Shares into a voting trust; (iii) grant any proxies or powers of
attorney or enter into a voting agreement with respect to any of the Owned
Shares or Proxy Shares; or (iv) enter into any other agreement or
instrument with respect to the voting of any of the Subject Shares.  This Section 5(c) shall terminate upon
a termination of this Agreement or the Merger Agreement except as provided in Section
5(d).


(d)           The parties acknowledge that neither
the Securityholders’ Agreement nor this Stockholders Agreement prohibit any
Stockholder, after the termination of Section 5(c) hereof, from selling or
transferring any or all shares of Common Stock that constitute Owned Shares;
and neither the Company nor any Stockholder shall have any liability,
hereunder, under the Merger Agreement or otherwise, to Purchaser, Merger Sub or
Parent if any such record owner transfers or sells any such shares of Common
Stock at any time after such termination. 
If any such record owner of shares of Common Stock that constitute, as
of the date hereof, Owned Shares, sells or transfers any such shares of Common
Stock, then such shares of Common Stock shall, effective upon such sale or
transfer, no longer constitute Owned Shares and the number of shares of Common
Stock then subject to the definition of Owned Shares hereunder shall be
adjusted accordingly.  Notwithstanding
the foregoing, each Stockholder agrees that, after public announcement by the
Company of an Alternative Disposition, if any, and



 6
 









for so long as an Alternative Disposition is pending
and not withdrawn, that such Stockholder will not Transfer any shares of Common
Stock that, as of such time, constitute Owned Shares.


(e)           Each Stockholder hereby waives, and
agrees not to seek, assert or perfect any appraisal rights under Section 262 of
the DGCL in connection with the Merger as it relates to the Owned Shares.


Section 6.  Solicitation.  Each Stockholder shall, and shall cause each
agent and representative (including without limitation any investment banker,
financial advisor, attorney, accountant or other representative retained by the
Stockholder or any such representative) (each, a “Stockholder Representative”) of the Stockholder to
comply with the provisions of Section 5.3 of the Merger Agreement.


Section 7.  Termination; Damages.


(a)           This Agreement shall terminate upon
the earliest to occur of (i) the Effective Time and (ii) other than with
respect to the provisions (except for paragraph (c) thereof) of Section 5
which shall survive any such termination, the termination of the Merger
Agreement.


(b)           In the event of a breach of this
Agreement by any Stockholder and the Merger Agreement is terminated without the
Merger being consummated, the Stockholders shall be jointly and severally
liable to Purchaser for liquidated damages hereunder and not as a penalty in an
amount equal to the Break-Up Fee and the Purchaser Expenses.  Simultaneous with such termination, the
Stockholders shall pay to the Purchaser an amount equal to the Break-Up Fee and
the Purchaser Expenses.  The parties
further agree that if any Stockholder is or becomes obligated to pay the
Break-Up Fee and the Purchaser Expenses pursuant to this Section 7(b),
the right to receive the Break-Up Fee and the Purchaser Expenses shall be the
sole remedy of the other party hereunder. 
Nothing in this Section 7(b) shall relieve any Stockholder from
liability for further damages for any willful breach of by any Stockholder of
this Agreement.  Any amounts indefeasibly
paid pursuant to Section 7.6 of the Merger Agreement by the Company  or pursuant to this Section 7(b) by
any of the Stockholders shall offset and reduce any obligation to pay amounts
due under the first two sentences of this Section 7(b) at a later date.


Section 8.  Release.  From and after the Effective Time, each
Stockholder finally and forever releases Purchaser and the Company, and their
respective successors, assigns, officers, directors, servants, employees and
all affiliates and Subsidiaries, past and present, of Purchaser and the Company
(the “Releasees”) from
each and every agreement, commitment, indebtedness, obligation and claim of
every nature and kind whatsoever, known or unknown, suspected or unsuspected
(each, a “Claim” and
collectively, the “Claims”)
that (A)such Stockholder may have had in the past, may have as of the date
hereof or, to the extent arising from or in connection with any act, omission
or state of facts taken or existing on or prior to the date hereof, may have
after the date hereof against any of the Releasees and (B) has arisen or arises
directly out of such Stockholder’s interest as a stockholder of the Company or
any of its Subsidiaries; except with respect to (i) any such Claims as are
contemplated by this Agreement, the Merger Agreement and the transactions
contemplated hereby and thereby and (ii) any agreement, commitment,
indebtedness, obligation and claim of every nature and kind



 7
 









whatsoever, known or unknown, suspected or unsuspected
claim that has arisen or arises directly from an obligation on behalf of the
Company or any of its Subsidiaries to indemnify or hold harmless such
Stockholder (all such Claims being the “Released
Claims”).  Without limiting
the provisions set forth above, each Stockholder acknowledges that it has been
advised by legal counsel and is familiar with the provisions of California
Civil Code Section 1542, which provides as follows:


“A general release does not extend to claims which the
creditor does not know or suspect to exist in his favor at the time of
executing the release, which if known by him must have materially affected his
settlement with the debtor.”


Pursuant to this statute, as well as any other statutes
or common-law principles, whether of federal or state origin, of similar
effect, such Stockholder expressly waives any rights with respect to any of the
Released Claims, which such Stockholder may have.  In connection with such waivers, such Stockholder
acknowledges that it is aware that it may later discover claims presently
unknown or unsuspected, or facts in addition to or different from those which
it now knows or believes to be true, with respect to the matters released
hereby.  Nevertheless, it is the
intention of such Stockholder, and each of them, through this release, fully,
finally and forever to settle and release all such claims and/or facts.  The parties hereto intend that the provisions
regarding the Released Claims be construed as broadly as possible, and
incorporate herein similar federal, state or other laws, all of which, with
respect to the Released Claims, are similarly waived by each Stockholder.


Section 9.  Several,
and Not Joint Liability.     Each
Stockholder will be deemed liable hereunder only for the representations,
warranties and covenants of such Stockholder; and in no event shall any
Stockholder be deemed liable hereunder for any breach or default of any of the
representations, warranties and covenants made herein by any other Stockholder.


Section 10.  General
Provisions.


(a)           Amendments.  This Agreement may not be amended except by
an instrument in writing signed by each of the parties hereto.


(b)           Reliance.  Each Stockholder understands and acknowledges
that Purchaser is entering into the Merger Agreement in reliance upon such
Stockholder’s execution, delivery and performance under this Agreement.


(c)           Further Assurances.  From time to time, at Purchaser’s request and
without further consideration, each Stockholder shall execute and deliver such
additional documents as may be necessary or desirable to consummate and make
effective, in the most expeditious manner practicable, the transactions
contemplated by this Agreement.


(d)           Adjustments.  In addition to the adjustments, if any, contemplated
by Sections 1(d)(ii) and 1(e)(ii) hereof, in the event (i) of any stock
dividend, stock split, recapitalization, reclassification, combination or
exchange of shares of capital stock or other securities of the Company on, of
or affecting the Subject Shares or the like or any other action that would have
the effect of changing the number of shares of Common Stock owned by a
Stockholder or (ii) a Stockholder becomes the record or beneficial owner
of any additional shares



 8
 









of Common Stock, then the terms of this Agreement will
apply to all of the shares of Common Stock held by such Stockholder immediately
following the effectiveness of the events described in clause (i) or clause
(ii).  Each Stockholder hereby agrees,
while this Agreement is in effect, to promptly notify Purchaser of the number
of any new shares of Common Stock acquired by such Stockholder, if any, after
the date hereof.  To the extent this
Agreement, together with the other Stockholders” Agreements entered into
concurrently herewith, would otherwise result in Purchaser or Parent at any
time during the term of this Agreement and prior to the consummation of the
Merger becoming the beneficial owner (as such term is defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of more than 50% of the
outstanding shares of Common Stock, the number of Voting Shares subject to this
Agreement (other than Voting Shares held by General Electric Company and its
Affiliates) shall be deemed to be reduced (but only during the period such excess
beneficial ownership above 50% shall exist) by such amount as shall be
necessary to cause Purchaser to be the beneficial owner of 50% of the
outstanding shares of Common Stock.


(e)           Disclosure.  Each Stockholder hereby permits Purchaser and
the Company to disclose in all documents and schedules filed by Purchaser or
the Company with the SEC this Agreement and the information contained in this
Agreement, to the extent this Agreement and such information are required by
the rules and regulations of the SEC to be disclosed therein; provided, however,
that such disclosure shall be subject to the prior review and comment by such
Stockholder or, prior to the Effective Time, by the Company in accordance with Section
5.16 of the Merger Agreement.  Except
as provided in this Agreement or in Section 5.16 of the Merger
Agreement, no Stockholder shall issue any press release or make any other
public statement with respect to this Agreement, the Merger Agreement, the
Merger or any other transactions contemplated by this Agreement, the Merger
Agreement or the Merger without the prior written consent of Purchaser.


(f)            Notices. All notices and
other communications hereunder shall be in writing and shall be deemed given if
delivered personally or sent by overnight courier (providing proof of delivery)
to the Company and Purchaser in accordance with Section 8.1 of the
Merger Agreement and to a Stockholder at its address set forth on Schedule A
hereto (or at such other address for a party as shall be specified by like
notice).


(g)           Interpretation.  The Section headings herein are for
convenience of reference only, do not constitute part of this Agreement and
shall not be deemed to limit or otherwise affect any of the provisions hereof.  Where a reference in this Agreement is made
to a Section, such reference shall be to a Section of this Agreement unless
otherwise indicated.  Unless otherwise
indicated, whenever the words “include,” “includes” or “including” are used in
this Agreement, they shall be deemed to be followed by the words “without
limitation.”   In no event shall this
Agreement be construed to constitute the power to vote the common stock of any
Subsidiary of the Company.


(h)           Severability. The provisions
of this Agreement shall be deemed severable and the invalidity or
unenforceability of any provision shall not affect the validity or
enforceability or the other provisions hereof. 
If any provision of this Agreement, or the application thereof to any
Person or any circumstance, is invalid or unenforceable, (a) a suitable and
equitable provision shall be substituted therefor in order to carry out, so far
as may be valid



 9
 









and enforceable, the intent and purpose of such
invalid or unenforceable provision and (b) the remainder of this Agreement and
the application of such provision to other Persons or circumstances shall not
be affected by such invalidity or unenforceability, nor shall such invalidity
or unenforceability affect the validity or enforceability of such provision, or
the application thereof, in any other jurisdiction.


(i)            Counterparts. This Agreement
may be executed in any number of counterparts, each such counterpart being
deemed to be an original instrument, and all such counterparts shall together
constitute the same agreement.


(j)            Entire Agreement; No Third-Party
Beneficiaries.  This Agreement and
the Merger Agreement constitute the entire agreement, and supersede all other
prior agreements, understandings, representations and warranties both written
and oral, among the parties, with respect to the subject matter hereof.  This Agreement is not intended to confer upon
any Person other than the parties hereto or Parent any rights or remedies
hereunder.


(k)           Governing Law.  THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN
AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN
ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT
OF LAW PRINCIPLES THEREOF.


(l)            Waiver of Jury Trial.  THE PARTIES HEREBY IRREVOCABLY WAIVE ANY
RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF
OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.  EACH PARTY (I) CERTIFIES THAT
NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (II) EACH PARTY HAS BEEN INDUCED TO ENTER
INTO THIS STOCKHOLDERS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS  SECTION 10(L).


(m)          Merger
Agreement.   Each party
acknowledges that the other parties have been induced to enter into this
Agreement (and, in the case of Purchaser, the Merger Agreement) based on the
terms and conditions of the Merger Agreement (and, in the case of Purchaser,
this Agreement).


(n)           Assignment.  No rights or obligations under this
Agreement may be assigned or delegated by operation of Law or otherwise.  Any purported assignment or delegation in
violation of this Agreement is void.


(o)           Consent to Jurisdiction. Each
of the parties hereto hereby irrevocably and unconditionally submits, for
itself and its property, to the exclusive jurisdiction of the United States
District Court for the Central District of California in any action or
proceeding arising out of or relating to this Agreement or the transactions
contemplated hereunder or for recognition or enforcement of any judgment
relating thereto, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any



 10
 









such action or proceeding may be heard and determined
in such federal court.  Each of the
parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law.  Each of the parties hereto irrevocably and
unconditionally waives, to the fullest extent it or he may legally and
effectively do so, any objection that it or he may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of or relating to
this Agreement or the transactions contemplated hereunder in the United States
District Court for the Central District of California.  Each of the parties hereto irrevocably waives,
to the fullest extent permitted by law, the defense of an inconvenient forum to
the maintenance of such action or proceeding in any such court.  The parties hereto further agree that the
mailing by certified or registered mail, return receipt requested, of any
process required by any such court shall constitute valid and lawful service of
process against them, without the necessity for service by any other means
provided by law, with respect to any matters for which it has submitted to
jurisdiction pursuant to this Section 9(o).  The foregoing consents to jurisdiction and
appointments of agents to receive service of process shall not constitute
general consents to service of process in the State of California for any
purpose except as provided above and shall not be deemed to confer rights on
any Person other than the respective parties to this Agreement.


[Signature Page
Follows]



 11















IN WITNESS WHEREOF, each
party has duly executed this Stockholders’ Agreement, all as of the date first
written above.







	
  

  	
  MEGGITT-USA, INC.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric G. Lardiere

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Eric G. Lardiere

  	
   

  	
   

  
	
   

  	
   

  	
  Title: Vice President, Secretary and General Counsel

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  K & F INDUSTRIES HOLDINGS, INC.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenneth M. Schwartz

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Kenneth M. Schwartz

  	
   

  	
   

  
	
   

  	
   

  	
  Title: President and Chief Executive Officer

  	
   

  	
   

  
						














 


	
  

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  STOCKHOLDERS:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AURORA EQUITY PARTNERS III L.P.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Aurora Capital Partners III L.P.,

  	
   

  	
   

  
	
   

  	
   

  	
  as General Partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Aurora Advisors III LLC,

  	
   

  	
   

  
	
   

  	
   

  	
  as General partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard K. Roeder

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Richard K. Roeder

  	
   

  	
   

  
	
   

  	
   

  	
  Title: Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AURORA EQUITY PARTNERS II L.P.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Aurora Capital Partners II, L.P.,

  	
   

  	
   

  
	
   

  	
   

  	
  as General Partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Aurora Advisors II LLC,

  	
   

  	
   

  
	
   

  	
   

  	
  as General Partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard K. Roeder

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Richard K. Roeder

  	
   

  	
   

  
	
   

  	
   

  	
  Title: Vice President and Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
									














 


	
  

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AURORA OVERSEAS EQUITY PARTNERS III, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Aurora Overseas Capital Partners III, L.P.,

  	
   

  
	
   

  	
   

  	
   as General
  Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Aurora Overseas Advisors III, LDC,

  	
   

  
	
   

  	
   

  	
   as General
  Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard K. Roeder

  	
   

  
	
   

  	
   

  	
  Name: Richard K. Roeder

  	
   

  	
   

  
	
   

  	
   

  	
  Title: Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AURORA OVERSEAS EQUITY PARTNERS II, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Aurora Overseas Capital Partners II, L.P.,

  	
   

  
	
   

  	
   

  	
   as General
  Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Aurora Overseas Advisors II, LDC,

  	
   

  
	
   

  	
   

  	
   as General
  Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard K. Roeder

  	
   

  
	
   

  	
   

  	
  Name: Richard K. Roeder

  	
   

  	
   

  
	
   

  	
   

  	
  Title: Vice President and Secretary

  	
   

  	
   

  
								



 













SCHEDULE A


 


	
  Name of

  	
   

  	
  Column 1

  	
   

  	
  Column 2

  	
   

  	
  Column 3

  	
   

  
	
  Stockholder

  	
   

  	
  Owned Shares

  	
   

  	
  Proxy Shares

  	
   

  	
  Voting Shares

  	
   

  
	
  Aurora Equity Partners
  III L. P.

  	
   

  	
  8,036,458

  	
   

  	
  2,743,753

  	
   

  	
  6,111,850

  	
   

  
	
  Aurora Overseas Equity
  Partners III, L. P.

  	
   

  	
  90,526

  	
   

  	
  2,743,753

  	
   

  	
  6,111,850

  	
   

  
	
  Aurora Equity Partners
  II L. P.

  	
   

  	
  3,260,350

  	
   

  	
  2,743,753

  	
   

  	
  6,111,850

  	
   

  
	
  Aurora Overseas Equity Partners II, L. P.

  	
   

  	
  43,369

  	
   

  	
  2,743,753

  	
   

  	
  6,111,850

  	
   

  



 













EXHIBIT A


IRREVOCABLE PROXY


By its execution hereof, and in order to secure its obligations under
the Stockholders’ Agreement of even date herewith (the “Agreement”) among
Meggitt-USA, Inc, a Delaware corporation, K & F Industries Holdings, Inc.,
a Delaware corporation, [Aurora Equity Partners III L.P.] [Aurora Equity
Partners II L.P.] [Aurora Overseas Equity Partners III, L.P.] [Aurora Overseas
Equity Partners II, L.P.] and the undersigned, 
the undersigned hereby revokes all previous proxies and appoints
Meggitt-USA and its duly appointed successors as proxy holder to attend and
with the power to vote, at any meeting of stockholders of the Company, however
called, or in any other circumstance upon which the vote or other approval of
holders of Common Stock is sought, all of the undersigned’s Owned Shares and
Proxy Shares, with the same effect as if the undersigned had personally
attended the meeting or had personally voted the shares or had personally
signed the written consent in a manner consistent with Section 3 of the
Agreement.  The undersigned further
appoints Meggitt-USA and its duly appointed successors to act as the
undersigned’s representative and attorney in fact with respect to directing, or
causing, the vote of all of the Voting Shares: 
(i) in favor of the Merger, the adoption of the Merger Agreement and
each other action contemplated by the Merger Agreement and any actions required
in furtherance hereof or thereof and (ii) against the adoption of any
Acquisition Proposal.  Notwithstanding
anything in this Irrevocable Proxy to the contrary, in no event will
Meggitt-USA, or any successor proxy holder, be entitled under this Irrevocable
Proxy to initiate litigation against any holder of Voting Shares to enforce the
terms of the Securityholders’ Agreement.


The undersigned authorizes and directs the proxy holder to file this
proxy appointment with the secretary of the Company and authorizes the proxy
holder to substitute another person as proxy holder and to file the
substitution instrument with the secretary of the Company. Capitalized terms
used herein without definition shall have the meanings assigned to them in the
Agreement.


This proxy is coupled with an interest and irrevocable until the
Effective Time, the termination of the Agreement or such other time as is
provided in the Agreement.  This proxy
terminates upon termination of the Agreement and is subject to the limitations
set forth therein.


Dated:  March 5,
2007


__________________________________