X0202 4 2005-04-27 0 0001310663 K&F Industries Holdings, Inc. KFI 0001307563 AURORA EQUITY PARTNERS III LP 10877 WILSHIRE BLVD. STE 2100 LOS ANGELES CA 90024 0 0 1 0 0001335252 Aurora Overseas Equity Partners II LP 10877 WILSHIRE BLVD. STE. 2100 LOS ANGELES CA 90024 0 0 1 0 0001098913 AURORA CAPITAL PARTNERS II L P 10877 WILSHIRE BLVD. STE. 2100 LOS ANGELES CA 90024 0 0 1 0 0001335254 Aurora Overseas Capital Partners II LP 10877 WILSHIRE BLVD. STE. 2100 LOS ANGELES CA 90024 0 0 1 0 0001335255 Aurora Advisors II LLC 10877 WILSHIRE BLVD. STE. 2100 LOS ANGELES CA 90024 0 0 1 0 0001335256 Aurora Overseas Advisors II LDC 10877 WILSHIRE BLVD. STE. 2100 LOS ANGELES 90024 0 0 1 0 0001335251 Aurora Equity Partners II LP 10877 WILSHIRE BLVD. STE. 2100 LOS ANGELES CA 90024 0 0 1 0 Junior/Series A Redeemable Exchangeable Preferred 2005-04-27 4 P 0 170.8 10000 A 4988.2 I See FN (2) Junior/Series A Redeemable Exchangeable Preferred 2005-05-06 4 P 0 2250.8 10000 A 7239 I See FN (2) Junior/Series A Redeemable Exchangeable Preferred 2005-05-16 4 P 0 317.8 10000 A 7556.8 I See FN (2) Junior/Series A Redeemable Exchangeable Preferred 2005-05-19 4 P 0 2092.2 10000 A 9524.8 D Junior/Series A Redeemable Exchangeable Preferred 2005-05-19 4 P 0 38.2 10000 A 7595 I See FN (2) Junior/Series A Redeemable Exchangeable Preferred 2005-05-20 4 P 0 275.3 10000 A 7870.3 I See FN (2) Junior/Series A Redeemable Exchangeable Preferred Stock 2005-08-12 4 S 0 9524.8 10000 D 0 D Junior/Series A Redeemable Exchangeable Preferred Stock 2005-08-12 4 S 0 7870.3 10000 D 0 I See FN (7) Consists of shares purchased by other Junior/Series A Redeemable Exchangeable Preferred ("Junior Preferred") stockholders who have either agreed to vote their shares of Junior Preferred stock in the same manner as Aurora Equity Partners III, L.P., Aurora Overseas Equity Partners III, L.P., Aurora Equity Partners II, L.P. and Aurora Overseas Equity Partners II, L.P. (collectively, the "Aurora Entities") vote their shares or who have granted a proxy to vote their shares to the Aurora Entities. As a result of such voting agreements or proxies, the Aurora Entities may be deemed to be the beneficial owner of such shares. Aurora Equity Partners III, L.P. and the other joint filers hereto disclaim any beneficial ownership of all such shares except to the extent they may be deemed to have a pecuniary interest therein. Consists of shares owned of record by other Junior Preferred stockholders who have either agreed to vote their shares of Junior Preferred stock in the same manner as the Aurora Entities vote their shares or who have granted a proxy to vote their shares to the Aurora Entities. As a result of such voting agreements or proxies, the Aurora Entities may be deemed to be the beneficial owner of such shares. Aurora Equity Partners III, L.P. and the other joint filers hereto disclaim any beneficial ownership of all such shares except to the extent they may be deemed to have a pecuniary interest therein. Consists of 2,060.3 shares purchased by Aurora Equity Partners III, L.P. and 31.9 shares purchased by Aurora Overseas Equity Partners III, L.P. Consists of 6,668.5 shares owned of record by Aurora Equity Partners III, L.P., 103.5 shares owned of record by Aurora Overseas Equity Partners III, L.P., 2,716.7 shares owned of record by Aurora Equity Partners II, L.P. and 36.1 shares owned of record by Aurora Overseas Equity Partners II, L.P. Consists of 6,668.5 shares sold by Aurora Equity Partners III, L.P., 103.5 shares sold by Aurora Overseas Equity Partners III, L.P., 2,716.7 shares sold by Aurora Equity Partners II, L.P. and 36.1 shares sold by Aurora Overseas Equity Partners II, L.P. On August 12, 2005, K&F Industries Holdings, Inc. also paid a dividend of $744.44 per each share of Junior Preferred stock purchased on November 17, 2004 and $236.11 per each share of Junior Preferred stock purchased on May 19, 2005. Consists of shares sold by other Junior Preferred stockholders who have either agreed to vote their shares of Junior Preferred stock in the same manner as the Aurora Entities vote their shares or who have granted a proxy to vote their shares to the Aurora Entities. As a result of such voting agreements or proxies, the Aurora Entities may be deemed to be the beneficial owner of such shares. Aurora Equity Partners III, L.P. and the other joint filers hereto disclaim any beneficial ownership of all such shares except to the extent they may be deemed to have a pecuniary interest therein. On August 12, 2005, K&F Industries Holdings, Inc. also paid a dividend of $297.22 per each share of Junior Preferred stock purchased on April 27, 2005, $272.25 per each share of Junior Preferred stock purchased on May 6, 2005, $244.48 per each share of Junior Preferred stock purchased on May 16, 2005, $236.11 per each share of Junior Preferred stock purchased on May 19, 2005 and $233.33 per each share of Junior Preferred stock purchased on May 20, 2005. /s/ Dirkson R. Charles, as Attorney-in-Fact for Aurora Equity Partners III, LP 2005-08-16 /s/ Dirkson R. Charles, as Attorney-in-Fact for Aurora Overseas Equity Partners II, LP 2005-08-16 /s/ Dirkson R. Charles, as Attorney-in-Fact for Aurora Capital Partners II, LP 2005-08-16 /s/ Dirkson R. Charles, as Attorney-in-Fact for Aurora Overseas Capital Partners II, LP 2005-08-16 /s/ Dirkson R. Charles, as Attorney-in-Fact for Aurora Advisors II LLC 2005-08-16 /s/ Dirkson R. Charles, as Attorney-in-Fact for Aurora Overseas Advisors II LDC 2005-08-16 /s/ Dirkson R. Charles, as Attorney-in-Fact for Aurora Equity Partners II, LP 2005-08-16