**Exhibit 4.8.1**

** **

** **

DECRANEAIRCRAFT HOLDINGS, INC.

 

 

THE GUARANTORSNAMED ON THE SIGNATURE PAGES HEREOF

 

 

and

 

 

U.S. BANKNATIONAL ASSOCIATION,

 

 

FIRSTSUPPLEMENTAL INDENTURE

 

Dated as ofSeptember 9, 2004

 

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THIS FIRSTSUPPLEMENTAL INDENTURE (the “**SupplementalIndenture**”), is made as of September 9, 2004 between DeCraneAircraft Holdings, Inc., a Delaware corporation (the “**Company**”), each of the Guarantors partyhereto and U.S. Bank National Association, as trustee (the “**Trustee**”).

 

RECITALS

 

WHEREAS, the Companyand the Guarantors executed and delivered an Indenture dated as of July 23,2004 (the “**Indenture**”) by andbetween the Company, the Guarantors and the Trustee, under which are issued$127,771,000 aggregate principal amount at maturity of 17% Senior DiscountNotes due 2008 (the “**Notes**”);

 

WHEREAS, theCompany proposes to issue additional Notes under the Indenture and desires toexecute and deliver an amendment to the Indenture for the purpose of amendingcertain of the restrictive covenants contained in the Indenture;

 

WHEREAS,Section 9.02 of the Indenture provides that the Indenture may be amended,subject to certain exceptions specified in such Section 9.02, with the consentof the holders of a majority in aggregate principal amount at maturity of theNotes at the time outstanding (the “**RequisiteConsents**”);

 

WHEREAS, theCompany has obtained and delivered to the Trustee the Requisite Consents toamend the Indenture as set forth in Article 1 of this Supplemental Indenture(the “**Proposed Amendment**”);

 

WHEREAS, allother conditions and requirements necessary to make this Supplemental Indenturea valid and binding instrument in accordance with its terms and the terms ofthe Indenture have been satisfied.

 

NOW,THEREFORE, in consideration of the mutual agreements, provisions and covenantscontained herein, the Company and the Trustee hereby covenant and agree, forthe equal and proportionate benefit of all holders from time to time of theNotes as follows:

 

Allcapitalized terms used herein and not otherwise defined shall have the meaningsascribed to them in the Indenture.

 

ARTICLE 1AMENDMENTS TO CERTAIN PROVISIONS OF INDENTURE

 

Section 1.01.  *Amendmentof Certain Provisions of the Indenture*.  The Indenture is hereby amended in thefollowing respects:

 

Section 4.07of the Indenture is hereby amended by adding the following clause:

 

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“(r) the exchange redemption, repurchase,retirement, defeasance or other acquisition of the Senior Subordinated Notesfrom funds and accounts managed by Putnam Investment Management, LLC and itsaffiliates in an amount not to exceed $1,425,000.”

 

ARTICLE 2  SUNDRY PROVISIONS

 

Section 2.01.  *Effect of Supplemental Indenture*.  Upon the execution and delivery of thisSupplemental Indenture by the Company and the Trustee, the Indenture shall bemodified in accordance herewith, and this Supplemental Indenture shall form apart of the Indenture for all purposes; and every Holder of Notes heretofore orhereafter authenticated and delivered under the Indenture and any couponsappertaining thereto shall be bound thereby. Upon the execution of this Supplemental Indenture, the ProposedAmendment shall automatically take effect without the requirement of anyfurther action by or notice to the Company.

 

Section 2.02.  *Indenture Remains in Full Force and Effect*.  Except as supplemented hereby, all provisionsin the Indenture shall remain in full force and effect.

 

Section 2.03.  *Indenture and Supplemental Indenture ConstruedTogether*.  This SupplementalIndenture is an indenture supplemental to and in implementation of theIndenture, and the Indenture and this Supplemental Indenture shall henceforthbe read and construed together.

 

Section 2.04.  *Confirmation and Preservation of Indenture*.  The Indenture as supplemented by thisSupplemental Indenture is in all respects confirmed and preserved.

 

Section 2.05.  *Conflict with Trust Indenture Act*.  If any provision of this SupplementalIndenture limits, qualifies or conflicts with another provision hereof which isrequired to be included in this Supplemental Indenture by any of the provisionsof the Trust Indenture Act, such required provision shall control.

 

Section 2.06.  *Certain Duties and Responsibilities of the Trustee*.  In entering into this Supplemental Indenture,the Trustee shall be entitled to the benefit of every provision of theIndenture relating to the conduct or affecting the liability of or affordingprotection to the Trustee, whether or not elsewhere herein so provided.  The Trustee, for itself and its successor orsuccessors, accepts the terms of the Indenture as amended by this SupplementalIndenture, and agrees to perform the same, but only upon the terms andconditions set forth in the Indenture, including the terms and provisionsdefining and limiting the liabilities and responsibilities of the Trustee,which terms and provisions shall in like manner define and limit itsliabilities and responsibilities in the performance of the trust created by theIndenture.  The Trustee makes norepresentations as to the validity or sufficiency of this SupplementalIndenture other than as to the validity of its execution and delivery by theTrustee.

 

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Section 2.07.  *Effect of Headings*.  The Article and Section headings providedherein are for convenience only and shall not affect the construction hereof.

 

Section 2.08.  *Successors and Assigns*.  All covenants and agreements in thisSupplemental Indenture by the Company shall bind its successors and assigns,whether so expressed or not.

 

Section 2.09.  *Separability Clause*.  In case any provision in this SupplementalIndenture shall be invalid, illegal or unenforceable, the validity, legalityand enforceability of the remaining provisions shall not in any way be affectedor impaired thereby.

 

Section 2.10.  *Benefits of Supplemental Indenture*.  Nothing in this Supplemental Indenture, theIndenture, the Securities or the coupons, express or implied, shall give to anyPerson, other than the parties hereto, their successors hereunder and theHolders of Securities and coupons, any benefit or any legal or equitable right,remedy or claim under this Supplemental Indenture.

 

Section 2.11.  *Governing Law*.  This Supplemental Indenture shall be governedby and construed in accordance with the laws of the State of New York.

 

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IN WITNESSWHEREOF, the parties hereto have caused this Supplemental Indenture to be dulyexecuted of the date first above written.

 
|   | **DECRANE AIRCRAFT HOLDINGS, INC.**     |
|--------|-----------------------------------------|
|   |                                    |   |
|   |                                    |   |
|   | By:                                     | /s/ RICHARD J. KAPLAN |   |
|   |                                    | Name: | Richard J. Kaplan |
|   |                                    | Title:  | Senior Vice President, Chief Financial  Officer, Secretary and Treasurer |
|   |                                    |
|   | AUDIO INTERNATIONAL, INC.               |
|   | CARL F. BOOTH & CO.,  LLC           |
|   | DECRANE AIRCRAFT SEATING  COMPANY, INC. |
|   | DECRANE CABIN  INTERIORS-CANADA, INC.   |
|   | DECRANE CABIN INTERIORS,  LLC           |
|   | HOLLINGSEAD INTERNATIONAL,  INC.        |
|   | PATS AIRCRAFT, LLC                      |
|   | PCI NEWCO, INC.                         |
|   | PRECISION PATTERN, INC.                 |
|   |                                    |
|   |                                    |
|   | By:                                     | /s/ RICHARD  J. KAPLAN |   |
|   |                                    | Name: | Richard J. Kaplan |
|   |                                    | Title: | Chief Financial Officer |
|   |                                    |   |
|   |                                    |   |
|   | U.S. BANK NATIONAL ASSOCIATION          |
|   | as Trustee                              |
|   |                                    |   |
|   | By:                                     | /s/ CAUNA M. SILVA |   |
|   |                                    | Name: | Cauna M. Silva |
|   |                                    | Title: | Vice President |
|        |                                         |  |  |  |  |  |  |  |  |

 

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