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Exhibit 10.22    
    


FIRST AMENDMENT

TO

SECURITYHOLDERS AGREEMENT

AMONG

K&F PARENT, INC.

AND

CERTAIN OF ITS

STOCKHOLDERS, OPTIONHOLDERS AND WARRANTHOLDERS

DATED AS OF NOVEMBER 18, 2004  


        THIS FIRST AMENDMENT TO SECURITYHOLDERS AGREEMENT (the "Amendment"), dated as of December 27, 2004, is being entered into by and among K&F
Parent, Inc., a Delaware corporation (the "Company"), Aurora Industrial Holdings LLC, a Delaware limited liability company, Aurora Equity Partners III L.P., a Delaware limited partnership,
Aurora Overseas Equity Partners III, L.P., a Cayman Islands limited partnership, the holders of a majority in voting interests of the issued and outstanding shares of Common Stock, voting together as
a single class, held by the Securityholders other than the Aurora Entities and the holders of a majority in voting interests of the issued and outstanding shares of Preferred Stock, voting together as
a single class, held by the Securityholders other than the Aurora Entities. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the
Agreement (as defined below). 


R E C I T A L S  


        WHEREAS, the Company and the Securityholders are parties to that certain Securityholders Agreement dated as of November 18, 2004 (the "Agreement"); 



        WHEREAS,
Aurora Industrial Holdings LLC, a Class B Securityholder party to the Agreement, shall be dissolved contemporaneously with the execution of this Amendment and the
Securities held by it shall be distributed to its members (each a Permitted Transferee), Aurora Equity Partners II L.P., a Delaware limited partnership, and Aurora Overseas Equity Partners II, L.P., a
Cayman Islands limited
partnership, each of which shall contemporaneously execute an Addendum to Securityholders Agreement agreeing to be designated a Securityholder and to be bound by the terms of the Agreement; 


        WHEREAS,
in connection with such dissolution of Aurora Industrial Holdings LLC, the parties hereto desire to enter into this Amendment to amend the Agreement as set forth below; and 



        WHEREAS,
pursuant to Section 13.2 of the Agreement, the Agreement may be amended, modified or supplemented by written agreement of the parties hereto. 


A G R E E M E N T  


        NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 


        A.    Amendment to the Agreement    



        1.     The
following defined terms shall be added to Section 1.1 of the Agreement: 



        "AEP II" means Aurora Equity Partners II L.P., a Delaware limited partnership. 


        "AOEP II" means Aurora Overseas Equity Partners II, L.P., a Cayman Islands limited partnership. 




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        2.     The
defined term "Aurora Entities" shall be amended and restated in its entirety to read as follows: 



        "Aurora Entities" means, collectively, AEP II, AOEP II, AEP III and AOEP III. 




        3.     The
defined term "Aurora Industrial" in Section 1.1 of the Agreement shall be deleted in its entirety. 



        4.     Exhibit B
of the Agreement shall be amended and restated to delete reference to Aurora Industrial Holdings LLC and to list the entities and share numbers set forth
on Attachment A attached hereto and incorporated herein by reference. 




        B.    Miscellaneous    



        1.     Except
as amended as set forth above, the Agreement shall continue in full force and effect. 



        2.     This
Amendment may be signed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed one and the same
document. 



[Signature Pages follows]


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        IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Securityholders Agreement as of the date first written above. 



	 	 	COMPANY:
	

 	
 	

K&F PARENT, INC.
	

 	
 	

By:	

/s/  RICHARD K. ROEDER      

	 	 	Name:	Richard K. Roeder
	 	 	Title:	Vice President and Secretary
	

 	
 	
SECURITYHOLDERS:
	

 	
 	

AURORA INDUSTRIAL HOLDINGS LLC
	

 	
 	

By:	

/s/  RICHARD K. ROEDER      

	 	 	Name:	Richard K. Roeder
	 	 	Title:	Secretary
	

 	
 	

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 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




S-1







 


	 	 	GENERAL ELECTRIC PENSION TRUST
	

 	
 	

By:	

GE ASSET MANAGEMENT INCORPORATED, its investment manager
	

 	
 	

By:	

/s/  MICHAEL M. PASTORE      

	 	 	Name:	 
	 	 	 	Michael M. Pastore

	 	 	Title:	 
	 	 	 	Vice President

	

 	
 	

CO-INVESTMENT PARTNERS, L.P.
	 	 	By:	CIP Partners, LLC, its general partner
	 	 	By:	/s/  WALTER M. CAIN      

	 	 	Name:	 
	 	 	 	Walter M. Cain

	 	 	Title:	 
	 	 	 	Member

	 	 	CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM
	 	 	By:	/s/  LEON G. SHAHINIAN      

	 	 	Name:	 
	 	 	 	Leon G. Shahinian

	 	 	Title:	 
	 	 	 	Senior Investment Officer

	 	 	CAISSE DE DEPOT ET PLACEMENT DU QUEBEC
	 	 	By:	/s/  PIERRE FORTIER      

	 	 	Name:	 
	 	 	 	Pierre Fortier

	 	 	Title:	 
	 	 	 	Vice President, Funds





S-2









 
 

ATTACHMENT A    
    


 
 

EXHIBIT B    
    
    Class B Securityholders    
    
    as of December 27, 2004    
    



	Name and Address

of Class B Securityholder
	 	Number of Shares of Common Stock Owned
	 	Number of Shares of Series A Preferred Stock Owned

	Aurora Equity Partners II L.P.

c/o Aurora Capital Group

10877 Wilshire Boulevard, Suite 2100

Los Angeles, CA 90024

Attn: Richard K. Roeder	 	22,177	 	2,716.7





Designated Securityholder  



	Telephone No.:	 	(310) 551-0101
	Telecopy No.:	 	(310) 277-5591






With
copies of any notice to: 


Gibson,
Dunn & Crutcher LLP

333 S. Grand Avenue

Los Angeles, CA 90071

Attn: Bruce D. Meyer, Esq. 



	Telephone No.:	 	(213) 229-7979	 	 
	Telecopy No.:	 	(213) 229-7520	 	 












	Name and Address

of Class B Securityholder
	 	Number of Shares of Common Stock Owned
	 	Number of Shares of Series A Preferred Stock Owned

	Aurora Overseas Equity Partners II L.P.

c/o Aurora Capital Group

10877 Wilshire Boulevard, Suite 2100

Los Angeles, CA 90024

Attn: Richard K. Roeder	 	295	 	36.1





Designated Securityholder  



	Telephone No.:	 	(310) 551-0101	 	 
	Telecopy No.:	 	(310) 277-5591	 	 






With
copies of any notice to: 


Gibson,
Dunn & Crutcher LLP

333 S. Grand Avenue

Los Angeles, CA 90071

Attn: Bruce D. Meyer, Esq. 



	Telephone No.:	 	(213) 229-7979	 	 
	Telecopy No.:	 	(213) 229-7520	 	 














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Exhibit 10.22



ATTACHMENT A

EXHIBIT B Class B Securityholders as of December 27, 2004