Exhibit
10.2(b)


STOCKHOLDERS’ AGREEMENT

(Section 7.1 Version)


STOCKHOLDERS’ AGREEMENT,
dated as of March 5, 2007 (this “Agreement”),
among MEGGITT-USA, INC., a Delaware
corporation (“Purchaser”),
K & F INDUSTRIES HOLDINGS, INC., a Delaware corporation (the “Company”), and the stockholder of
the Company listed on the signature pages hereto (the “Stockholder”)
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, 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 (as so amended, the “Securityholders’ Agreement”), the
Stockholder has granted an irrevocable proxy with respect to the power to vote
the Owned Shares to each of (i) Aurora Equity Partners III L.P., a Delaware
limited partnership (“AEP III”),
(ii) Aurora Equity Partners II L.P., a Delaware limited partnership (“AEP II”), (iii) Aurora Overseas
Equity Partners III, L.P., a Cayman Islands limited partnership (“AOEP III”), and (iv) Aurora Overseas
Equity Partners II, L.P., a Cayman Islands limited partnership (“AOEP II,” and, collectively with AEP
III, AEP II and AOEP III, the “Aurora Entities”);
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 Stockholder.  The Stockholder
hereby represents and warrants to Purchaser as of the date hereof as follows:


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


(b)           Execution; Delivery;
Securityholders’ Agreement.  The
Stockholder has duly executed and delivered this Agreement, and this Agreement
constitutes the valid and













binding obligation
of the Stockholder, enforceable against the 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 the 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 the
Stockholder in connection with this Agreement and the transactions contemplated
hereby and (ii) such consents, registrations or filings by the Stockholder the
failure of which to be obtained or made would not have an adverse effect on the
Stockholder’s ability to timely perform its obligations hereunder.  The Securityholders’ Agreement is the valid
and binding obligation of the Stockholder, enforceable against the 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.  The 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 the Stockholder to timely
perform its obligations under this Agreement or prevent or delay the
consummation of the transactions contemplated by the Merger Agreement, and will
not assert any claim that the provisions of Section 7.1 of the
Securityholders’ Agreement are invalid.


(c)           The Owned Shares.  The 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 Owned Shares, the 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 common stock or
other 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.


(d)           No Conflicts.  Subject to appropriate filings by the
Stockholder under the Exchange Act (which the 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, 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 the 



 2
 









Stockholder is a
party or by which the Stockholder or any of the Owned Shares is bound or
(iv) any Law or Order applicable to the 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
the Stockholder’s ability to perform its obligations hereunder.


Section 2.  Representations and Warranties of
Purchaser.  Purchaser hereby represents
and warrants to the 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 the Purchaser’s ability to perform its obligations hereunder.


Section 3.  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 



 3
 









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 (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 3, “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 3:  (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, the 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 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 (iv) enter
into any other agreement or instrument with respect to the voting of any of the
Owned Shares.  This Section 3(c)
shall terminate upon a termination of this Agreement or the Merger Agreement
except as provided in Section 3(d).


(d)           The parties acknowledge that neither
the Securityholders’ Agreement nor this Stockholders Agreement prohibit any
Stockholder, after the termination of Section 3(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 



 4
 









announcement by
the Company of an Alternative Disposition, if any, and 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)           The 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 4.  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.  Notwithstanding anything in this Agreement to
the contrary, (i) the provisions of this Agreement apply solely to Stockholder
when acting in his capacity as a stockholder of the Company and not when acting
or purporting to act as an officer or director of the Company (it being
understood that the Company has separate and independent obligations under
Section 5.3 of the Merger Agreement); (ii) none of the provisions of this
Agreement shall be construed to prohibit, limit or restrict Stockholder from
exercising his fiduciary duties as a director or officer of the Company by
voting or taking any other action whatsoever in his capacity as a director or
officer of the Company; and (iii) no action taken by the Company in compliance
with the terms of the Merger Agreement in respect of any Acquisition Proposal
shall serve as the basis of a claim that Stockholder is in breach of his
obligations hereunder notwithstanding the fact that Stockholder provided advice
or assistance to the Company in connection therewith.


Section 5.  Termination.  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.


Section 6.  Release.  From and after the Effective Time, the
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) 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 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 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
the Stockholder (all such Claims being the “Released
Claims”).  Without
limiting the provisions set forth above, 



 5
 









the 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, the Stockholder expressly waives any rights
with respect to any of the Released Claims, which the Stockholder may
have.  In connection with such waivers,
the 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 the Stockholder 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 the Stockholder.


Section 7.  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.  The Stockholder understands and acknowledges
that Purchaser is entering into the Merger Agreement in reliance upon the
Stockholder’s execution, delivery and performance under this Agreement.


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


(d)           Adjustments.  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 Owned Shares or the like or any other action that would have the effect of
changing the number of shares of Common Stock owned by the Stockholder or
(ii) the Stockholder becomes the record or beneficial owner of any
additional shares of Common Stock, then the terms of this Agreement will apply
to all of the shares of Common Stock held by the Stockholder immediately
following the effectiveness of the events described in clause (i) or clause
(ii).  The 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 the Stockholder, if any, after
the date hereof.


(e)           Disclosure.  The 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; 



 6
 









provided,
however, that such disclosure shall be subject to the prior review and
comment by the 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, the Stockholder shall not 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 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.”


(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 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 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.



 7
 









(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
7(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 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]


 



 8














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 INDUSTIRES HOLDINGS, INC.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenneth M. Schwartz

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kenneth M. Schwartz

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President and Chief Executive Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  STOCKHOLDER:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AURORA EQUITY PARTNERS III L.P.

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  Aurora Capital Partners III L.P.,

  	
   

  	
   

  
	
   

  	
   

  	
  its general partner

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Aurora Advisors III LLC,

  	
   

  	
   

  
	
   

  	
   

  	
  its 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.,

  	
   

  	
   

  
	
   

  	
   

  	
  its general partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Aurora Advisors II LLC,

  	
   

  	
   

  
	
   

  	
   

  	
  its 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., its
  general partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Aurora Overseas Advisors III, LDC, its 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., its
  general partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Aurora Overseas Advisors II, LDC, its general
  partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard K. Roeder

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard K. Roeder

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ALLENWOOD VENTURES, INC.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Ramo

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James Ramo

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE HODGSON LIVING TRUST

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Hodgson

  	
   

  	
   

  
	
   

  	
   

  	
  JAMES HODGSON, Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
											



 











 


	
  

  	
  WEINTRAUB FAMILY TRUST

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jerry Weintraub

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CENTURY CITY 1800 PARTNERS L.P.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Century City 1800 Management Partners L.P., its
  general partner

  	
   

  	
   

  
	
   

  	
  By:

  	
  Gelpar, Inc., its general partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gerald L. Parsky

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gerald L. Parsky

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GERALD L. PARSKY SEP/IRA

  	
   

  	
   

  	
   

  
	
   

  	
     RBC Dain Rauscher, Inc., as
  custodian

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mary Anne Grindatti

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mary Anne Grindatti

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BARBARA PARSKY TRUST

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gerald L. Parsky

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gerald L. Parsky

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE RYDER TRUST DATED MARCH 8, 2001

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard B. Crowell

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard B. Crowell, Trustee

  	
   

  	
   

  
										



 











 


	
  

  	
  JENNIFER CROWELL 1999

  	
   

  	
   

  	
   

  
	
   

  	
  IRREVOCABLE TRUST

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Crowell

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Steven Crowell

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ELEANOR CROWELL 1999

  	
   

  	
   

  	
   

  
	
   

  	
  IRREVOCABLE TRUST

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Crowell

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Steven Crowell

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CITY NATIONAL BANK, TTEE

  	
   

  	
   

  
	
   

  	
  AURORA 401(K) PLAN FBO

  	
   

  	
   

  
	
   

  	
  RICHARD R. CROWELL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John F. F. Billings

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John F. F. Billings

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President & Trust Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CITY NATIONAL BANK, TTEE

  	
   

  
	
   

  	
  AURORA CAPITAL 401(K) PLAN FBO

  	
   

  
	
   

  	
  MARK C. HARDY

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John F. F. Billings

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John F. F. Billings

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President & Trust Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
										



 











 


	
  

  	
  AURORA CAPITAL 401(K) PLAN FBO

  	
   

  
	
   

  	
  JOHN T. MAPES

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John T. Mapes

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Richard K. Roeder

  	
   

  	
   

  
	
   

  	
   

  	
  RICHARD K. ROEDER

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Carolyn B. Dunford

  	
   

  	
   

  
	
   

  	
   

  	
  CAROLYN B. DUNFORD

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Lawrence A. Bossidy

  	
   

  	
   

  
	
   

  	
   

  	
  LAWRENCE A. BOSSIDY

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Dale F. Frey

  	
   

  	
   

  
	
   

  	
   

  	
  DALE F. FREY

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DALE FREY FAMILY LIMITED PARTNERSHIP

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dale F. Frey

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
										



 











 


	
  

  	
  K&F EQUITY PARTNERS L.P.

  	
   

  
	
   

  	
  By:

  	
  Aurora Advisors III LLC,

  	
   

  	
   

  
	
   

  	
   

  	
  its general partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard K. Roeder

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard K. Roeder

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Kenneth M. Schwartz

  	
   

  	
   

  
	
   

  	
   

  	
  KENNETH M. SCHWARTZ

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Dirkson R. Charles

  	
   

  	
   

  
	
   

  	
   

  	
  DIRKSON R. CHARLES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Ronald Kisner

  	
   

  	
   

  
	
   

  	
   

  	
  RONALD KISNER

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Glenn D. Alessandro

  	
   

  	
   

  
	
   

  	
   

  	
  GLENN D. ALESSANDRO

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Arjoon Mongru

  	
   

  	
   

  
	
   

  	
   

  	
  ARJOON MONGRU

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
							



 











SCHEDULE A




	
  NAME

  	
   

  	
  # OF SHARES

  	
   

  	
  PERCENTAGE(1)

  	
   

  
	
  Allenwood Ventures,
  Inc.

  	
   

  	
  3,234

  	
   

  	
  0.01

  	
  %

  
	
  Robert Anderson

  	
   

  	
  3,234

  	
   

  	
  0.01

  	
  %

  
	
  The Hodgson Living
  Trust

  	
   

  	
  588

  	
   

  	
  0.00

  	
  %

  
	
  Weintraub Family Trust

  	
   

  	
  33,078

  	
   

  	
  0.08

  	
  %

  
	
  Century City 1800
  Partners LP

  	
   

  	
  42,340

  	
   

  	
  0.11

  	
  %

  
	
  Gerald L. Parsky
  SEP/IRA

  	
   

  	
  25,434

  	
   

  	
  0.06

  	
  %

  
	
  Barbara Parsky Trust

  	
   

  	
  19,847

  	
   

  	
  0.05

  	
  %

  
	
  The Ryder Trust

  	
   

  	
  52,925

  	
   

  	
  0.13

  	
  %

  
	
  Jennifer Crowell 1999
  Irrevocable Trust

  	
   

  	
  8,233

  	
   

  	
  0.02

  	
  %

  
	
  Eleanor Crowell 1999
  Irrevocable Trust

  	
   

  	
  8,233

  	
   

  	
  0.02

  	
  %

  
	
  Richard R. Crowell
  (401K)

  	
   

  	
  18,230

  	
   

  	
  0.05

  	
  %

  
	
  Mark C. Hardy (401K)

  	
   

  	
  16,466

  	
   

  	
  0.04

  	
  %

  
	
  John T. Mapes (401K)

  	
   

  	
  9,262

  	
   

  	
  0.02

  	
  %

  
	
  Richard K. Roeder

  	
   

  	
  28,078

  	
   

  	
  0.07

  	
  %

  
	
  Carolyn Dunford

  	
   

  	
  2,295

  	
   

  	
  0.01

  	
  %

  
	
  Lawrence A. Bossidy

  	
   

  	
  43,078

  	
   

  	
  0.11

  	
  %

  
	
  Dale F. Frey(2)

  	
   

  	
  16,614

  	
   

  	
  0.04

  	
  %

  
	
  Dale Frey Family
  Limited Partnership

  	
   

  	
  21,231

  	
   

  	
  0.05

  	
  %

  
	
  K&F Equity
  Partners, LP

  	
   

  	
  265,362

  	
   

  	
  0.67

  	
  %

  
	
  Kenneth M. Schwartz(3)

  	
   

  	
  1,100

  	
   

  	
  0.00

  	
  %

  
	
  Dirkson R. Charles

  	
   

  	
  19,885

  	
   

  	
  0.05

  	
  %

  
	
  Ronald Kisner(4)

  	
   

  	
  19,885

  	
   

  	
  0.05

  	
  %

  
	
  Glenn D’Alessandro

  	
   

  	
  12,428

  	
   

  	
  0.03

  	
  %

  
	
  Arjoon Mongru

  	
   

  	
  870

  	
   

  	
  0.00

  	
  %

  
	
  TOTAL

  	
   

  	
  678,930

  	
   

  	
  1.71

  	
  %

  






 






                (1)           Based on 39,642,911 outstanding.


                (2)           Excludes 2,000 shares held in a trust
for the benefit of Mr. Frey’s grandchildren.


                (3)           Excludes 1,500 shares held by Mr.
Schwartz’s wife and children.


                (4)           Excludes
5,200 shares held by Mr. Kisner’s wife and daughter.