**Exhibit10.10.9**

 

 

**DECRANE AIRCRAFT HOLDINGS, INC.**

 

**SIXTH AMENDMENT**

**TO THIRD AMENDED AND RESTATED CREDITAGREEMENT**

 

This **SIXTH AMENDMENT TO THIRDAMENDED AND RESTATED CREDIT AGREEMENT** (this “**Amendment**”)is dated as of July 16, 2004 and entered into by and among DeCrane AircraftHoldings, Inc., a Delaware corporation (“**Company**”), thefinancial institutions listed on the signature pages hereof (“**Lenders**”), Credit Suisse First Boston, acting through itsCayman Islands Branch (successor to DLJ Capital Funding, Inc.), as syndicationagent for Lenders (in such capacity, “**Syndication Agent**”)and as administrative agent for Lenders (in such capacity, “**Administrative Agent**”), and is made with reference to thatcertain Third Amended and Restated Credit Agreement, dated as of May 11, 2000,as amended by a First Amendment to Third Amended and Restated Credit Agreement,dated as of June 30, 2000, as further amended by an Increased CommitmentsAgreement to Third Amended and Restated Credit Agreement, dated as of April 27,2001, as further amended by a Second Amendment to Third Amended and RestatedCredit Agreement dated as of March 19, 2002, as further amended by a ThirdAmendment to Third Amended and Restated Credit Agreement dated as of March 31,2003, as further amended by a Fourth Amendment to Third Amended and RestatedCredit Agreement dated as of December 10, 2003 and as further amended by aFifth Amendment to Third Amended and Restated Credit Agreement dated as of June9, 2004 (the “**Credit Agreement**”), by and amongCompany, the lenders listed on the signature pages thereof, Syndication Agentand Administrative Agent.  Capitalizedterms used herein without definition shall have the same meanings herein as setforth in the Credit Agreement.

 

**RECITALS**

 

**WHEREAS**, Company desiresto issue the Senior Notes in connection with the Senior Note Exchange and enterinto the Senior Note Indenture as permitted by subsection 7.1(xi) of the CreditAgreement;

 

**WHEREAS**, the proposedform of Senior Note Indenture permits redemption of the Senior Notes at theoption of Company;

 

**WHEREAS**, Company andLenders desire to amend the Credit Agreement to prohibit optional redemption,optional prepayment or optional purchase of the Senior Notes;

 

**WHEREAS**, Company mayissue the Senior Notes only if, among other things, Syndication Agent hasdetermined that the terms and conditions of the Senior Notes, the Senior NoteIndenture and the documentation evidencing the Senior Note Exchange aresatisfactory;

 

**WHEREAS**, SyndicationAgent has decided to make such determination only upon request by RequisiteLenders, as provided in subsection 9.2D of the Credit Agreement.

 

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**NOW, THEREFORE,**in consideration of the premises and theagreements, provisions and covenants herein contained, the parties hereto agreeas follows:

 

**Section1.****      AMENDMENTTO THE CREDIT AGREEMENT**

 

Section 7 of the Credit Agreement is herebyamended by adding the following as subsection 7.17:

 

**“**7.17      Prepayments of Senior Notes.

** **

**Company shall not, and shall not permit anyof its Subsidiaries to, make any optional redemption or optional purchase of,or optional prepayment with respect to, the Senior Notes.”**

** **

**Section2.****      REQUEST**

 

Lenders, constituting Requisite Lenders, herebydetermine that the terms and conditions of the Senior Notes, the Senior NoteIndenture attached hereto as Exhibit A and the documentation evidencingthe Senior Note Exchange attached hereto as Exhibit B are satisfactoryin form and substance, and request Syndication Agent to indicate itssatisfaction with such terms and conditions to Company.

 

**Section3.****      CONDITIONSTO EFFECTIVENESS**

 

A.            Section 1 and Section 2 of this Amendmentshall become effective only upon the satisfaction of all of the followingconditions (the date of satisfaction of such conditions being referred toherein as the “**Sixth Amendment Effective Date”)**:

 

1.     On or before the Sixth Amendment Effective Date,Company shall deliver to Lenders (or to Syndication Agent for Lenders withsufficient originally executed copies, where appropriate, for each Lender andits counsel) the following, each, unless otherwise noted, dated the SixthAmendment Effective Date:

 

(a)   an amendment to the Second Lien Credit Agreement tothe effect that prepayment of the Senior Notes issued pursuant to the SeniorNote Indenture is prohibited pursuant to the terms of such agreement;

 

(b)   Signature and incumbency certificates of itsofficers executing this Amendment; and

 

(c)   Executed originals of this Amendment, executed byParent, Company and each Subsidiary Guarantor.

 

2.     Executed originals of this Amendment executed byRequisite Lenders.

 

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**Section4.****      COMPANY’SREPRESENTATIONS AND WARRANTIES**

 

In order to induce Lenders to enter into thisAmendment and to amend the Credit Agreement in the manner provided herein,Company represents and warrants to each Lender that the following statementsare true, correct and complete on and as of the Sixth Amendment Effective Date:

 

A.            Corporate Power and Authority.  Each of Company and its Subsidiaries has allrequisite corporate power and authority to enter into this Amendment to carryout the transactions contemplated by, and perform its obligations under, theCredit Agreement as amended by this Amendment (the “**AmendedAgreement**”).

 

B.            Authorization of Agreement.  The execution and delivery of this Amendmentand the performance of the Amended Agreement have been duly authorized by allnecessary corporate action on the part of each of Company and its Subsidiaries.

 

C.            No Conflict.  The execution, delivery and performance byeach of Company and each of its Subsidiaries of this Amendment, and theperformance by Company of the Amended Agreement do not and will not(i) violate any provision of (x) any law or any governmental rule orregulation applicable to Company or any of its Subsidiaries where suchviolations in the aggregate have had or could reasonably be expected to have aMaterial Adverse Effect, (y) the Certificate or the Articles of Incorporationor Bylaws (or any other organization document) of Parent, Company or any ofCompany’s Subsidiaries or (z) any order, judgment or decree of any court orother agency of government binding on Company or any of Company’s Subsidiarieswhere such violations in the aggregate have had or could reasonably be expectedto have a Material Adverse Effect, (ii) conflict with, result in a breachof or constitute a default under any Contractual Obligation of Parent, Companyor any of its Subsidiaries where such conflict, breach or default in theaggregate have had or could reasonably be expected to have a Material AdverseEffect, (iii) result in or require the creation or imposition of any Lienupon any of the properties or assets of Company or any of Company’sSubsidiaries (other than Liens created under any of the Loan Documents in favorof Administrative Agent on behalf of Lenders), or (iv) require anyapproval of or consent of any Person under any Contractual Obligation ofParent, Company or any of Company’s Subsidiaries, except for this Amendment andsuch approvals or consents the failure of which to obtain has not had and couldnot reasonably be expected to have a Material Adverse Effect.

 

D.            Governmental Consents.  The execution, delivery and performance byeach of Company and each of its Subsidiaries of this Amendment and theperformance by Company of the Amended Agreement do not and will not require anyregistration with, consent or approval of, or notice to, or other action to,with or by, any federal, state or other governmental authority or regulatorybody other than any such registrations, consents, approvals, notices or otheractions (x) that have been made, obtained or taken on or prior to the dateon which such registrations, consents, approvals, notices or other actions arerequired to be made, obtained or taken, as the case may be, and are in fullforce and effect or (y) the failure of which to make, obtain or take hasnot had and could not reasonably be expected to have a Material Adverse Effect.

 

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E.             Binding Obligation.  This Amendment has been duly executed anddelivered by each Loan Party that is a party thereto and is the legally validand binding obligation of such Loan Party, enforceable against such Loan Partyin accordance with its respective terms, subject to bankruptcy, insolvency,fraudulent conveyance, reorganization, moratorium and other similar lawsrelating to or affecting creditors’ rights generally, general equitableprinciples (whether considered in a proceeding in equity or at law) and animplied covenant of good faith and fair dealing.

 

F.             Incorporation of Representations andWarranties From Credit Agreement. The representations and warranties contained in Section 5 of theCredit Agreement are and will be true, correct and complete in all materialrespects on and as of the Sixth Amendment Effective Date to the same extent asthough made on and as of that date, except to the extent such representationsand warranties specifically relate to an earlier date, in which case they weretrue, correct and complete in all material respects on and as of such earlierdate.

 

G.            Absence of Default.  No event has occurred and is continuing orwill result from the consummation of the transactions contemplated by thisAmendment that would constitute an Event of Default or a Potential Event ofDefault.

 

**Section5.****      ACKNOWLEDGEMENTAND CONSENT**

 

Each of Parent and the Subsidiary Guarantors (each a“**Guarantor**”) is a party to aGuaranty and each such Guarantor has guarantied the Obligations.

 

Each Guarantor hereby acknowledges that it hasreviewed the terms and provisions of the Credit Agreement and this Amendmentand consents to the amendment of the Credit Agreement effected pursuant to thisAmendment.  Each Guarantor herebyconfirms that the Guaranty to which it is a party or otherwise bound willcontinue to guaranty to the fullest extent possible the payment and performanceof all “Guarantied Obligations” as such term is defined in the applicableGuaranty, including without limitation the payment and performance of all such“Guarantied Obligations” in respect of the Obligations of Company now orhereafter existing under or in respect of the Amended Agreement.

 

Each Guarantor (a) acknowledges and agrees that theGuaranty to which it is a party or otherwise bound shall continue in full forceand effect and that all of its obligations thereunder shall be valid andenforceable and shall not be impaired or limited by the execution oreffectiveness of this Amendment;  (b)represents and warrants that all representations and warranties contained inthe Amended Agreement and in the Guaranty to which it is a party or otherwisebound are true, correct and complete in all material respects on and as of theSixth Amendment Effective Date to the same extent as though made on and as of thatdate, except to the extent such representations and warranties specificallyrelate to an earlier date, in which case they were true, correct and completein all material respects on and as of such earlier date; and (c) acknowledgesand agrees that (i) notwithstanding the conditions to effectiveness setforth in this Amendment, such Guarantor is not required by the terms of theCredit Agreement or any other Loan Document to consent to the amendments to theCredit Agreement effected pursuant to this Amendment and (ii) nothing inthe Credit

 

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Agreement, this Amendment orany other Loan Document shall be deemed to require the consent of suchGuarantor to any future amendments to the Credit Agreement.

 

**Section6.****      MISCELLANEOUS**

 

A.            Effect of Amendment.

 

(i)            On and after the Sixth Amendment EffectiveDate, 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 CreditAgreement shall mean and be a reference to the Amended Agreements.

 

(ii)           On and after the Sixth Amendment EffectiveDate, each reference in the other Loan Documents to the “Lenders,”“Commitments,” or words of like import shall mean and be a reference to theLenders and Commitments as amended by this Agreement.

 

(iii)          Except as specifically amended by thisAmendment, the Credit Agreement and the other Loan Documents shall remain infull force and effect and are hereby ratified and confirmed.

 

(iv)          The execution, delivery and performance ofthis Amendment shall not, except as expressly provided herein, constitute awaiver of any provision of, or operate as a waiver of any right, power orremedy of Agents or any Lender under, the Credit Agreement or any of the otherLoan Documents.

 

B.            Fees and Expenses.  Company acknowledges that all costs, fees andexpenses as described in subsection 10.2 of the Credit Agreement incurred byAgents and their counsel with respect to this Amendment and the documents andtransactions contemplated hereby shall be for the account of Company.

 

C.            Headings.  Section and subsection headings in this Amendmentare included herein for convenience of reference only and shall not constitutea part of this Amendment for any other purpose or be given any substantiveeffect.

 

D.            Applicable Law.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONSOF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED ANDENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK(INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OFTHE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

 

E.             Counterparts; Effectiveness.  This Amendment may be executed in any numberof counterparts and by different parties hereto in separate counterparts, eachof which when so executed and delivered shall be deemed an original, but allsuch counterparts together shall constitute but one and the same instrument;signature pages may be detached from multiple separate counterparts andattached to a single counterpart so that all signature 

 

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pages are physically attached to the same document.  This Amendment shall become effective uponthe execution of a counterpart hereof by Company, Requisite Lenders andGuarantors and receipt by Company and Agents of written or telephonicnotification of such execution and authorization of delivery thereof.

 

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**IN WITNESS WHEREOF,** the parties hereto havecaused this Amendment to be duly executed and delivered by their respectiveofficers thereunto duly authorized as of the date first written above.

 
|   | **DECRANE AIRCRAFT HOLDINGS, INC.**,  a Delaware corporation                                                                                |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                        |   |
|   |                                                                                                                                        |   |
|   | By:                                                                                                                                         | /s/ R. JACK DECRANE |   |
|   |                                                                                                                                        | Name:  R. Jack DeCrane |
|   |                                                                                                                                        | Title: Chief Executive Officer |
|   |                                                                                                                                        |   |
|   |                                                                                                                                        |   |
|   | **AUDIO INTERNATIONAL, INC.**, an  Arkansas corporation (for purposes of Section 5  only) as a Subsidiary Guarantor                         |
|   |                                                                                                                                        |   |
|   |                                                                                                                                        |   |
|   | By:                                                                                                                                         | /s/ R. JACK DECRANE |   |
|   |                                                                                                                                        | Name:  R. Jack DeCrane |
|   |                                                                                                                                        | Title: Chief Executive Officer |
|   |                                                                                                                                        |   |
|   |                                                                                                                                        |   |
|   | **CARL F. BOOTH & CO., LLC**, a Delaware  limited liability company (for purposes of Section 5  only) as a Subsidiary Guarantor         |
|   |                                                                                                                                        |   |
|   |                                                                                                                                        |   |
|   | By:                                                                                                                                         | /s/ R. JACK DECRANE |   |
|   | By:                                                                                                                                         | Name: R. Jack DeCrane |
|   |                                                                                                                                        | Title: Chief Executive Officer |
|   |                                                                                                                                        |   |
|   |                                                                                                                                        |   |
|   | **CUSTOM WOODWORK & PLASTICS, LLC.**,  a Delaware limited liability company (for purposes of  Section 5 only) as a Subsidiary Guarantor |
|   |                                                                                                                                        |   |
|   |                                                                                                                                        |   |
|   | By:                                                                                                                                         | /s/ R. JACK DECRANE |   |
|   |                                                                                                                                        | Name: R. Jack DeCrane |
|   |                                                                                                                                        | Title: Chief Executive Officer |
|        |                                                                                                                                             |  |  |  |

 

A-1

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|   | **DAH-IP HOLDINGS, INC.**, a Delaware  corporation (for purposes of Section 5 only) as a  Subsidiary Guarantor                       |
|--------|--------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                 |   |
|   |                                                                                                                                 |   |
|   | By:                                                                                                                                  | /s/ R. Jack decrane |   |
|   |                                                                                                                                 | Name: R. Jack DeCrane |
|   |                                                                                                                                 | Title: Chief Executive Officer |
|   |                                                                                                                                 |   |
|   |                                                                                                                                 |   |
|   | **DAH-IP INFINITY, INC.**, a Delaware  corporation (for purposes of Section 5 only) as a  Subsidiary Guarantor                       |
|   |                                                                                                                                 |   |
|   |                                                                                                                                 |   |
|   | By:                                                                                                                                  | /s/ R. Jack DeCrane |   |
|   |                                                                                                                                 | Name: R. Jack DeCrane |
|   |                                                                                                                                 | Title: Chief Executive Officer |
|   |                                                                                                                                 |   |
|   |                                                                                                                                 |   |
|   | **DECRANE AIRCRAFT SEATING  COMPANY, INC.**, a Wisconsin corporation  (for purposes of Section 5 only) as a Subsidiary  Guarantor    |
|   |                                                                                                                                 |   |
|   | By:                                                                                                                                  | /s/ R. Jack DeCrane |   |
|   |                                                                                                                                 | Name: R. Jack DeCrane |
|   |                                                                                                                                 | Title: Chief Executive Officer |
|   |                                                                                                                                 |   |
|   |                                                                                                                                 |   |
|   | **DECRANE CABIN INTERIORS, LLC**, a  Delaware limited liability company (for  purposes of Section 5 only) as a Subsidiary  Guarantor |
|   |                                                                                                                                 |   |
|   |                                                                                                                                 |   |
|   | By:                                                                                                                                  | /s/ R. Jack DeCrane |   |
|   |                                                                                                                                 | Name: R. Jack DeCrane |
|   |                                                                                                                                 | Title: Chief Executive Officer |

 

A-2

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|   | **DECRANE CABIN INTERIORS CANADA,  INC.**, a Delaware corporation (for purposes of  Section 5 only) as a Subsidiary Guarantor |
|--------|-------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                          |   |
|   |                                                                                                                          |   |
|   | By:                                                                                                                           | /s/ R. JACK DECRANE |   |
|   |                                                                                                                          | Name: R. Jack DeCrane |
|   |                                                                                                                          | Title: Chief Executive Officer |
|   |                                                                                                                          |   |
|   |                                                                                                                          |   |
|   | **HOLLINGSEAD INTERNATIONAL, INC.**,  a California corporation (for purposes of Section  5 only) as a Subsidiary Guarantor    |
|   |                                                                                                                          |   |
|   |                                                                                                                          |   |
|   | By:                                                                                                                           | /s/ R. JACK DECRANE |   |
|   |                                                                                                                          | Name: R. Jack DeCrane |
|   |                                                                                                                          | Title: Chief Executive Officer |
|   |                                                                                                                          |   |
|   |                                                                                                                          |   |
|   | **PATS AIRCRAFT, LLC**, a Delaware limited  liability company (for purposes of Section 5  only) as a Subsidiary Guarantor     |
|   |                                                                                                                          |   |
|   |                                                                                                                          |   |
|   | By:                                                                                                                           | /s/ R. JACK DECRANE |   |
|   |                                                                                                                          | Name: R. Jack DeCrane |
|   |                                                                                                                          | Title: Chief Executive Officer |
|   |                                                                                                                          |   |
|   |                                                                                                                          |   |
|   | **PCI NEWCO., INC.**,  a Kansas corporation (for  purposes of Section 5 only) as a Subsidiary  Guarantor                      |
|   |                                                                                                                          |   |
|   |                                                                                                                          |   |
|   | By:                                                                                                                           | /s/ R. JACK DECRANE |   |
|   |                                                                                                                          | Name: R. Jack DeCrane |
|   |                                                                                                                          | Title: Chief Executive Officer |

 

A-3

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|   | **PPI HOLDINGS, INC.**,  a Kansas corporation  (for purposes of Section 5 only) as a Subsidiary  Guarantor                                  |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                        |   |
|   |                                                                                                                                        |   |
|   | By:                                                                                                                                         | /s/ R. JACK DECRANE |   |
|   |                                                                                                                                        | Name: R. Jack DeCrane |
|   |                                                                                                                                        | Title: Chief Executive Officer |
|   |                                                                                                                                        |   |
|   |                                                                                                                                        |   |
|   | **PRECISION PATTERN, INC.**,  a Kansas  corporation (for purposes of Section 5 only) as a  Subsidiary Guarantor                             |
|   |                                                                                                                                        |   |
|   |                                                                                                                                        |   |
|   | By:                                                                                                                                         | /s/ R. JACK DECRANE |   |
|   |                                                                                                                                        | Name: R. Jack DeCrane |
|   |                                                                                                                                        | Title: Chief Executive Officer |
|   |                                                                                                                                        |   |
|   |                                                                                                                                        |   |
|   | **THE INFINITY PARTNERS, LTD.**,  a Texas  limited partnership                                                                              |
|   |                                                                                                                                        |   |
|   |                                                                                                                                        |   |
|   | by: DAH-IP Holdings, Inc., a Delaware limited  partnership, its general partner (for purposes of  Section 5 only) as a Subsidiary Guarantor |
|   |                                                                                                                                        |   |
|   |                                                                                                                                        |   |
|   | By:                                                                                                                                         | /s/ R. JACK DECRANE |   |
|   |                                                                                                                                        | Name: R. Jack DeCrane |
|   |                                                                                                                                        | Title: Chief Executive Officer |
|   |                                                                                                                                        |   |
|   |                                                                                                                                        |   |
|   | **DECRANE HOLDINGS CO.**, a Delaware  corporation (for purposes of Section 5 only) as a  guarantor                                          |
|   |                                                                                                                                        |   |
|   |                                                                                                                                        |   |
|   | By:                                                                                                                                         | /s/ R. JACK DECRANE |   |
|   |                                                                                                                                        | Name: R. Jack DeCrane |
|   |                                                                                                                                        | Title:  Chief Executive Officer |

 

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|   | **CREDIT SUISSE FIRST BOSTON, acting  through its Cayman Islands Branch**(successor  to DLJ Capital Funding, Inc.), as a  Lender, Syndication Agent and Adminstrative  Agent |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                         |
|   |                                                                                                                                                                         |
|   | By:                                                                                                                                                                          | /s/ DANA KLEIN |   |
|   |                                                                                                                                                                         | Name: Dana Klein |
|   |                                                                                                                                                                         | Title: Managing Director |
|   |                                                                                                                                                                         |
|   |                                                                                                                                                                         |
|   | By:                                                                                                                                                                          | /s/ DAVID MILLER |   |
|   |                                                                                                                                                                         | Name: David Miller |
|   |                                                                                                                                                                         | Title: Managing Director |

 

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|   |   | , as a Lender |
|--------|--------|---------------|
|   |   |
|   | By:    |          |   |
|   |   | Name:         |   |   |
|   |   | Title:        |   |   |
|        |        |               |  |  |  |  |

 

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