SECOND AMENDMENT TO SECURITYHOLDERS AGREEMENT AMONG K&F PARENT, INC.

Exhibit 10.25

SECOND AMENDMENT
TO
SECURITYHOLDERS AGREEMENT
AMONG
K&F PARENT, INC.
AND
CERTAIN OF ITS
STOCKHOLDERS, OPTIONHOLDERS AND WARRANTHOLDERS
DATED AS OF NOVEMBER 18, 2004

        THIS SECOND AMENDMENT TO SECURITYHOLDERS AGREEMENT (the "Amendment"), dated as of April 27, 2005, is being entered into by and among K&F Parent, Inc., a Delaware corporation (the "Company"), Aurora Equity Partners II L.P., a Delaware limited partnership, Aurora Overseas Equity Partners II, L.P., a Cayman Islands limited partnership, 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 66 ² / 3 % 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 66 ² / 3 % 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, as amended by that certain First Amendment to Securityholders Agreement dated as of December 27, 2004 (the "Agreement");

        WHEREAS, in connection with CGLSA (as defined below) executing, delivering, and agreeing to be bound by the terms of, the Agreement, as a Class B Securityholder, 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.     Amendments to the Agreement

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

• • " CGLSA " means Connecticut General Life Insurance Company on behalf of Separate Account 4628 PB only and not its General Account.

    " ERC " means Employers Reinsurance Corporation.

    " GEIPT " means General Electric Insurance Plan Trust.

        2.     Section 3.1 of the Agreement shall be amended and restated in its entirety to read as follows:

•         "3.1      Prohibition on Transfer Prior to Qualified IPO Date .    Each Securityholder agrees that prior to the occurrence of the Qualified IPO Date such Securityholder will not Transfer any Securities now or hereafter owned by such Securityholder except to a Permitted Transferee or with the consent of the Aurora Entities (which may be given or withheld in their respective sole and

• absolute discretion with or without any reason or liability therefor except as hereinafter provided in this Section 3). The foregoing restriction shall be in addition to, and not in lieu of, the terms of Sections 2, 4, 5, 6, 7 and 8 of this Agreement. Notwithstanding anything herein to contrary, any transaction which results in a change of Control of a Securityholder (other than any Aurora Entities) shall be deemed to be a Transfer by such Securityholder to a Permitted Transferee and the provisions hereof which apply to Transfers to a Permitted Transferee shall also apply to such Transfer, so long as the Securities owned by such Securityholder represent less than ten percent (10%) of the total consolidated assets of such Securityholder."

        3.     The last sentence of Section 4.2(a) of the Agreement shall be amended and restated in its entirety to read as follows:

        "Notwithstanding the foregoing, the Qualifying Class B Securityholders shall not be permitted to purchase any Securities pursuant to this Section 4 from any Securityholder that is subject to ERISA if such purchase would constitute a non-exempt prohibited transaction under ERISA."

        4.     The last sentence of Section 4.2(c) of the Agreement shall be amended and restated in its entirety to read as follows:

        "Notwithstanding the foregoing, the Company shall not be permitted to purchase any Securities pursuant to this Section 4 from any Securityholder that is subject to ERISA if such purchase would constitute a non-exempt prohibited transaction under ERISA."

        5.     The first sentence of Section 7.1 of the Agreement shall be amended and restated in its entirety to read as follows:

        "Each Securityholder (other than GEPT, CalPERS, CDP and CGLSA) hereby irrevocably appoints the Aurora Entities, and each of them acting alone (with full power of substitution), as such Securityholder's proxy and attorney in fact (each, in such capacity, a " Proxy Holder ") to vote and to give or withhold consent with respect to all shares of Common Stock and Preferred Stock (if any such rights exists), held by such Securityholder from time to time in such manner as such Proxy Holder or Proxy Holders shall determine in their respective sole and absolute discretion, at any meeting (whether annual or special and whether or not an adjourned meeting) of the Company or by written consent or otherwise, giving and granting to the Proxy Holders all powers such Securityholder would possess if personally present and hereby ratifying and confirming all that said Proxy Holders or either shall lawfully do or cause to be done by virtue hereof, provided , however , that the foregoing proxy shall not apply to any action to be taken or consent to be given by any such Securityholder, in its capacity as such, under the terms of Sections 12 and 13.2 of this Agreement or with respect to matters of the type described in Section 7.2(b), (c), (d), (e) and (f) and provided , further , that the Aurora Entities shall be prohibited from using any of such proxies to amend the terms and conditions set forth in Sections 12 and 13.2 hereof."

        6.     Section 7.2 of the Agreement shall be amended and restated in its entirety to read as follows:

•         "7.2      Agreement of CalPERS, GEPT, CDP and CGLSA .    Each of CalPERS, GEPT, CDP and CGLSA hereby irrevocably agrees, with respect to any matter, to vote and to give or withhold consent with respect to all shares of Common Stock and Preferred Stock held by CalPERS, GEPT, CDP or CGLSA, as the case may be, as a Securityholder from time to time in such manner as the Aurora Entities shall vote or give or withhold consent with respect to such matter; provided however , that CalPERS, GEPT, CDP or CGLSA, as the case may be, shall not be so obligated to so vote or give or withhold consent with respect to any matter to the extent that it reasonably believes, based upon written advice of counsel, that:

  •         (a)   solely in the case of GEPT or CGLSA, to the extent that GEPT's or CGLSA's, as the case may be, fiduciary duties under ERISA shall require otherwise;

2

• •         (b)   such matter relates to or would constitute a violation or breach of any covenant, agreement or representation or warranty by any Aurora Entity or any of its Affiliates (other than the Company or any of its controlle