THE ADMINISTRATIVE AGENT.
SECTION 13.
NO OTHER AMENDMENT OR WAIVERS; CONFIRMATION.
EXCEPT AS
EXPRESSLY PROVIDED HEREBY, ALL OF THE TERMS AND PROVISIONS OF THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE AND SHALL REMAIN IN FULL FORCE AND
EFFECT.
THE AMENDMENTS, WAIVERS AND ACKNOWLEDGEMENT CONTAINED HEREIN SHALL NOT
BE CONSTRUED AS AN AMENDMENT OR WAIVER OF ANY OTHER PROVISION OF THE CREDIT
AGREEMENT OR THE OTHER LOAN DOCUMENTS OR FOR ANY PURPOSE EXCEPT AS EXPRESSLY SET
FORTH HEREIN OR A CONSENT TO ANY FURTHER OR FUTURE ACTION ON THE PART OF THE
BORROWER THAT WOULD REQUIRE THE WAIVER OR CONSENT OF THE ADMINISTRATIVE AGENT OR
THE LENDERS.
SECTION 14.
GOVERNING LAW; MISCELLANEOUS.
(A)
THIS AMENDMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
(B)
ON AND AFTER THE FIRST AMENDMENT EFFECTIVE DATE, EACH REFERENCE IN
THE CREDIT AGREEMENT TO "THIS AGREEMENT", "HEREUNDER", "HEREOF", "HEREIN", OR
WORDS OF LIKE IMPORT REFERRING TO THE CREDIT AGREEMENT, AND EACH REFERENCE IN
THE OTHER LOAN DOCUMENTS TO THE "CREDIT AGREEMENT", "THEREUNDER", "THEREOF", OR
WORDS OF LIKE IMPORT REFERRING TO THE CREDIT AGREEMENT SHALL MEAN AND BE A
REFERENCE TO THE AMENDED CREDIT AGREEMENT.
(C)
THIS AMENDMENT MAY BE EXECUTED BY ONE OR MORE OF THE PARTIES TO
THIS AGREEMENT ON ANY NUMBER OF SEPARATE COUNTERPARTS, AND ALL OF SAID
COUNTERPARTS TAKEN TOGETHER SHALL BE DEEMED TO CONSTITUTE ONE AND THE SAME
INSTRUMENT. A SET OF THE COPIES OF THIS AMENDMENT, THE ACKNOWLEDGMENT AND
CONSENT, THE FIRST AMENDMENT LENDER ADDENDA AND THE LENDER CONSENT LETTERS
SIGNED BY ALL THE PARTIES SHALL BE LODGED WITH THE BORROWER AND THE
ADMINISTRATIVE AGENT.
THIS AMENDMENT MAY BE DELIVERED BY FACSIMILE TRANSMISSION
OF THE RELEVANT SIGNATURE PAGES HEREOF.
(D)
THE EXECUTION AND DELIVERY OF THE LENDER CONSENT LETTER BY ANY
LENDER SHALL BE BINDING UPON EACH OF ITS SUCCESSORS AND ASSIGNS (INCLUDING
ASSIGNEES OF ITS LOANS IN WHOLE OR IN PART PRIOR TO EFFECTIVENESS HEREOF).
9
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their respective proper and duly authorized officers
as of the day and year first above written.
K&F INTERMEDIATE HOLDCO, INC.
By:
/s/ Dirkson R. Charles
Name:
Dirkson R. Charles
Title:
Executive Vice President and
Chief Financial Officer
K&F INDUSTRIES, INC.
By:
/s/ Dirkson R. Charles
Name:
Dirkson R. Charles
Title:
Executive Vice President and
Chief Financial Officer
LEHMAN COMMERCIAL PAPER INC., as
Administrative Agent
By:
/s/ V. Paul Arzoulan
Name:
V. Paul Arzoulan
Title:
Authorized Signatory
EXHIBIT A TO
FIRST AMENDMENT
ACKNOWLEDGMENT AND CONSENT
Reference is made to the First Amendment, dated as of October 17, 2005 (the
"Amendment"), to the Credit Agreement, dated as of November 18, 2004 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among K&F INTERMEDIATE HOLDCO, INC., a Delaware corporation
("Holdings"), K&F INDUSTRIES, INC. (f/k/a K&F ACQUISITION, INC.), a Delaware
corporation