**Exhibit 10.10.8**

** **

**DECRANE AIRCRAFT HOLDINGS, INC.**

** **

**FIFTH AMENDMENT**

**TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT**

 

This **FIFTH AMENDMENT TO THIRDAMENDED AND RESTATED CREDIT AGREEMENT** (this “**Amendment**”)is dated as of June 9, 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 and as further amended by a Fourth Amendment to Third Amended and RestatedCredit Agreement dated as of December 10, 2003 (the “**CreditAgreement**”), by and among Company, the lenders listed on thesignature pages thereof, Syndication Agent and Administrative Agent.  Capitalized terms used herein withoutdefinition shall have the same meanings herein as set forth in the CreditAgreement.

 

**RECITALS**

 

**WHEREAS**, Company andLenders desire to amend the Credit Agreement to (i) permit Company to exchangeup to $65,000,000 of Senior Subordinated Notes for senior discount notes due2008 with an initial accreted value equal to the principal amount of the SeniorSubordinated Notes being exchanged, which notes will bear paid-in-kind interestat a rate equal to 17% per annum, (ii) amend the definition of Net Senior Debtto exclude such senior discount notes and (iii) to make such other changes asset forth herein;

 

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

 

**Section 1.****     ****AMENDMENTSTO THE CREDIT AGREEMENT**

 

**1.1**** ****Amendments to Section 1:Definitions**

 

A.            Subsection 1.1 of the CreditAgreement is hereby amended by adding thereto the following definitions:

 

**“Capital Stock”** means thecapital stock or other equity interests of a Person.

 

 

----

 

“**Second Lien CreditAgreement**” means the Credit Agreement, dated as of December 22,2003, by and among Company, the lenders named therein and Credit Suisse FirstBoston, acting through its Cayman Islands Branch, as Syndication Agent and asAdministrative Agent, as amended from time to time, which agreement evidences$80,000,000 of Permitted Indebtedness.

 

“**Senior Note Indenture**”means the indenture setting forth the terms and conditions of the Senior Notes.

 

“**Senior Notes**”means the 17% Senior Discount Notes due 2008, which shall be paripassuwith all existing and future senior Indebtedness of Company, be unsecured andpay interest in kind and not in cash.

 

“**Senior Note Exchange**”means the exchange of any Senior Subordinated Notes for Senior Notes with aninitial accreted value equal to the principal amount of the Senior SubordinatedNotes being so exchanged.

 

B.            Subsection 1.1 of the CreditAgreement is further amended by amending the definition of the term “Net SeniorDebt” to read in full as follows:

 

“**Net Senior Debt**”means, at any date, Consolidated Total Debt less the then accreted valueof the Senior Notes less Subordinated Indebtedness less Cash andCash Equivalents held by Company and its Subsidiaries, in each case at suchdate.

 

**1.2**** ****Amendments to Section 7:  Company’s Negative Covenants**

 

A.            Subsection 7.1(vi) of theCredit Agreement is hereby amended to read as follows:

 

“(vi)        Company and itsSubsidiaries may become and remain liable with respect to up to $100,000,000 inaggregate principal amount of Indebtedness evidenced by the Senior SubordinatedNotes less the initial accreted value of the Senior Notes issued inexchange therefor in the Senior Note Exchange;”

 

B.            Subsection 7.1 of the CreditAgreement is further amended by deleting “and” at the end of clause (ix),adding a semicolon at the end of clause (x) and adding the following as clause(xi):

 

“(xi)         Company and itsSubsidiaries may become and remain liable with respect to up to $65,000,000 inaggregate initial accreted value of Indebtedness evidenced by the Senior Notesissued in the Senior Note Exchange (plus any payment-in-kind Senior Notesissued in lieu of cash interest thereon or any accretion thereon); providedthat the terms and conditions of the Senior Notes, the Senior Note Indentureand the documentation evidencing the Senior Note Exchange are in form andsubstance satisfactory to Syndication Agent and that Company causes an opinionof counsel in form and substance satisfactory to Syndication Agent to be

 

2

----

 

 delivered, at or prior to thedate of the issuance of the Senior Notes, to Syndication Agent to the effectthat (x) the Senior Notes and the Senior Note Indenture have been dulyauthorized, executed and delivered by Company and are legally valid and bindingobligations of Company, enforceable in accordance with their terms, and (y) theterms and conditions of the Senior Note Exchange, the issuance and performanceof the terms of the Senior Notes and performance of the terms of the SeniorNote Indenture do not conflict with or violate the terms of this Agreement, theSecond Lien Credit Agreement or the Senior Subordinated Note Indenture.”

 

C.            Subsection 7.2B of theCredit Agreement is further amended to read as follows:

 

“**B**.          **No Further Negative Pledges**.  Except (x) with respect to specific propertyencumbered to secure payment of particular Indebtedness or to be sold pursuantto an executed agreement with respect to an Asset Sale, (y) customary limitationsin respect of the Company and its Subsidiaries contained in any agreement withrespect to Indebtedness incurred in reliance on subsections 7.1(ii), (iv),(vi), (vii), (viii), (x) or (xi), and (z) restrictions or limitations containedin any partnership agreement or joint venture agreement to which Company or anyof its Subsidiaries is a party on the ability to create or assume Liens on anyassets of the relevant partnership or joint venture, neither Company nor any ofits Subsidiaries shall enter into any agreement (other than an agreementprohibiting only the creation of Liens securing Subordinated Indebtedness)prohibiting the creation or assumption of any Lien upon any of its propertiesor assets, whether now owned or hereafter acquired.”

 

D.            Subsection 7.15 of theCredit Agreement is further amended by adding the following as subsection7.15E:

 

**“**E.           Company shall not, and shall not permit any of its Subsidiaries to,amend or otherwise change the terms of the Senior Notes, or make any amendment thereofor change thereto, if the effect of such amendment or change is to increase theinterest rate or fees on such Senior Notes, permit interest to be paid in cash,change (to earlier dates) any dates upon which payments of principal orinterest are due thereon, change any event of default or condition to an eventof default with respect thereto (other than to eliminate any such event ofdefault or increase any grace period related thereto), change the redemption,prepayment or defeasance provisions thereof, change any guaranty thereof, orprovide any collateral therefor, or if the effect of such amendment or change,together with all other amendments or changes made, is to increase materiallythe obligations of the obligor thereunder to the detriment of Lenders or toconfer any additional rights on the holders of Senior Notes (or a trustee orother representative on their behalf) which would be adverse to Lenders.”

** **

**1.3**** ****Amendment to Section 9: TheAgents.**  Subsection9.4 of the Credit Agreement is further amended by adding the following assubsection 9.4C:

 

3

----

 

**“**C.          Foreign Collateral.

** **

**(i)**            General.  Without derogating from anyother authority granted to Administrative Agent herein or in the CollateralDocuments or any other document relating thereto, each Lender herebyspecifically (x) authorizes Administrative Agent to enter into pledgeagreements pursuant to this subsection 9.4 with respect to the Capital Stock ofall existing and future first-tier Foreign Subsidiaries, which pledgeagreements may be governed by the laws of each of the jurisdictions offormation of such Foreign Subsidiaries, including but not limited to the lawsof the province of Quebec, Canada, respectively, as agent on behalf of each of Lendersand Interest Rate Exchangers (as defined in the Security Agreement) with theeffect that Lenders and Interest Rate Exchangers each become a secured partythereunder and (y) appoints Administrative Agent as its attorney-in-factgranting it the powers to execute each such pledge agreement and anyregistrations of the security interest thereby created, in each case in itsname and on its behalf, with the effect that each Lender and Interest RateExchanger becomes a secured party thereunder. With respect to each such pledge agreement, Administrative Agent has thepower to sub-delegate to third parties its powers as attorney-in-fact of eachLender.

** **

**(ii)**           CanadianCollateral. For the purposes of holding any Liens granted by the Company or anyother Loan Party pursuant to the laws of the province of Quebec, the Lendershereby acknowledge that the Administration Agent shall be and act as the personholding the power of attorney of all present and future Lenders and InterestRate Exchangers for all purposes of Article 2692 of the *Civil Code of Quebec*(the Administration Agent acting insuch capacity is herein referred to as the “Trustee”). By executing anassignment and assumption agreement in the form of Exhibit XII attachedhereto, each future Lender and Interest Rate Exchanger shall be deemed toratify the power of attorney granted to the Administration Agent hereunder.

** **

**TheLenders, the Interest Rate Exchangers and the Loan Parties hereby waive thebenefit of Section 32 of *An Act Respecting theSpecial Powers of Legal Persons* (Quebec) and agree that theAdministration Agent, in its capacity as Trustee, may acquire any bonds,debentures or other titles of indebtedness secured by any hypothec granted bythe Company or any other Loan Party in favour of the Trustee pursuant to thelaws of the province of Quebec.**

** **

**TheLenders and Interest Rate Exchangers further acknowledge and agree that theTrustee shall be liable in the same manner and only to the extent provided forwith respect to the Administration Agent under the terms hereof and herebyindemnify and hold harmless the Trustee in the same manner and to the sameextent provided for with respect to the Administration Agent hereunder.”**

** **

**1.4**** ****Amendment to Exhibits****.**  Exhibits IX and XXVI to the Credit Agreementare hereby amended to read in full as set forth on Exhibits IX and XXVI hereto.

 

**Section 2.**      **CONSENT**

 

Lenders, constituting Requisite Lenders, herebyconsent to the issuance of the Senior Notes on the date of the Senior NoteExchange, the cancellation of a principal amount of Senior Subordinated Notesequal to the initial accreted value of the Senior Notes issued on 

 

4

----

 

such date and the issuanceof additional Senior Notes evidencing interest on such Senior Notes that ispaid-in-kind.

 

Without limiting the generality of the provisions ofsubsection 10.6 of the Credit Agreement, the consent set forth herein shall belimited precisely as written and is provided solely for the purpose ofpermitting Company to issue the Senior Notes in exchange for a like principalamount of the Senior Subordinated Notes and additional Senior Notes evidencinginterest that is paid-in-kind without violating the provisions ofsubsections 7.1, 7.5 and 7.15 of the Credit Agreement, and this consentdoes not constitute, nor should it be construed as, a waiver of compliance byCompany with respect to (i) subsections 7.1, 7.5 and 7.15 of the CreditAgreement in any other instance or (ii) any other term, provision orcondition of the Credit Agreement or any other instrument or agreement referredto therein (whether in connection with the Senior Note Exchange or otherwise).

 

**Section 3**.      **CONDITIONS TO EFFECTIVENESS**

 

A.            Section 1 and Section 2 ofthis Amendment shall become effective only upon the satisfaction of all of thefollowing conditions (the date of satisfaction of such conditions beingreferred to herein as the “**Fifth Amendment EffectiveDate”)**:

 

1.     On or before the FifthAmendment Effective Date, Company shall deliver to Lenders (or to SyndicationAgent for Lenders with sufficient originally executed copies, whereappropriate, for each Lender and its counsel) the following, each, unlessotherwise noted, dated the Fifth Amendment Effective Date:

 

(a)   Resolutions of its Board ofDirectors approving and authorizing the execution, delivery, and performance of(i) this Amendment and (ii) an amendment to the Second Lien Credit Agreement tothe effect that the issuance of the Senior Notes in the Senior Note Exchange ispermitted pursuant to the terms of such agreement and the Senior NoteIndenture, certified as of the Fifth Amendment Effective Date by its corporatesecretary or an assistant secretary as being in full force and effect withoutmodification or amendment;

 

(b)   Signature and incumbency certificatesof its officers executing this Amendment; and

 

(c)   Executed originals of thisAmendment, executed by Parent, Company and each Subsidiary Guarantor.

 

2.     Lenders shall have receivedoriginally executed copies of one or more favorable written opinions of DavisPolk & Wardwell, Spolin Silverman Cohen & Bartlett LLP and othercounsel reasonably acceptable to the Agents, each counsel for Company, in formand substance reasonably satisfactory to Syndication Agent and its counsel,dated as of the Fifth Amendment Effective Date and setting forth, collectively,substantially the matters in the opinions designated in Annex A tothis Amendment.

 

3.     Executed originals of thisAmendment executed by Requisite Lenders.

 

5

----

 

4.     All fees and expenses owingto Administrative Agent in connection with this Amendment pursuant to Section6B that have been invoiced to Company at least one Business Day prior to theFifth Amendment Effective Date shall be paid to Administrative Agent on theFifth Amendment Effective Date.

 

5.     All documents executed orsubmitted in connection with the transactions contemplated hereby by or onbehalf of Parent, Company or any of its Subsidiaries shall be reasonablysatisfactory in form and substance to Agents and their counsel.

 

6.     Syndication Agent shall havereceived copies of an amendment to the Second Lien Credit Agreement to theeffect that the issuance of the Senior Notes in the Senior Note Exchange ispermitted pursuant to the terms of such agreement.

 

**Section 4.**      **COMPANY’S REPRESENTATIONS 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 Fifth Amendment Effective Date:

 

A.            Corporate Power andAuthority.  Each ofCompany and its Subsidiaries has all requisite corporate power and authority toenter into this Amendment to carry out the transactions contemplated by, andperform its obligations under, the Credit Agreement as amended by thisAmendment (the “**Amended Agreement**”).

 

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 the performanceby Company of the Amended Agreement do not and will not (i) violate anyprovision of (x) any law or any governmental rule or regulation applicable toCompany or any of its Subsidiaries where such violations in the aggregate havehad or could reasonably be expected to have a Material Adverse Effect, (y) theCertificate or the Articles of Incorporation or Bylaws (or any otherorganization document) of Parent, Company or any of Company’s Subsidiaries or(z) any order, judgment or decree of any court or other agency of governmentbinding on Company or any of Company’s Subsidiaries where such violations inthe aggregate have had or could reasonably be expected to have a MaterialAdverse Effect, (ii) conflict with, result in a breach of or constitute adefault under any Contractual Obligation of Parent, Company or any of itsSubsidiaries where such conflict, breach or default in the aggregate have hador could reasonably be expected to have a Material Adverse Effect,(iii) result in or require the creation or imposition of any Lien upon anyof the properties or assets of Company or any of Company’s Subsidiaries (otherthan Liens created under any of the Loan Documents in favor of AdministrativeAgent on behalf of Lenders), or (iv) require any approval of or consent ofany Person under any Contractual Obligation of Parent, Company or any ofCompany’s Subsidiaries, except for this Amendment and such approvals orconsents the failure of which

 

6

----

 

toobtain has not had and could not reasonably be expected to have a MaterialAdverse 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.

 

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 ofRepresentations and Warranties From Credit Agreement.  The representations and warranties containedin Section 5 of the Credit Agreement are and will be true, correct andcomplete in all material respects on and as of the Fifth Amendment EffectiveDate to the same extent as though made on and as of that date, except to theextent such representations and warranties specifically relate to an earlierdate, in which case they were true, correct and complete in all materialrespects on and as of such earlier date.

 

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.

 

**Section 5**.      **ACKNOWLEDGEMENT AND 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.

 

7

----

 

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 theFifth Amendment Effective Date to the same extent as though made on and as ofthat date, except to the extent such representations and warrantiesspecifically relate to an earlier date, in which case they were true, correctand complete in all material respects on and as of such earlier date; and (c)acknowledges and agrees that (i) notwithstanding the conditions to effectivenessset forth 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 Agreement, this Amendment or any other Loan Document shall be deemedto require the consent of such Guarantor to any future amendments to the CreditAgreement.

 

**Section 6.**      **MISCELLANEOUS**

 

A.            Effect of Amendment.

 

(i)            On and after the FifthAmendment Effective Date, each reference in the Credit Agreement to “thisAgreement”, “hereunder”, “hereof”, “herein” or words of like import referringto the Credit Agreement, and each reference in the other Loan Documents to the“Credit Agreement”, “thereunder”, “thereof” or words of like import referringto the Credit Agreement shall mean and be a reference to the AmendedAgreements.

 

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

 

(iii)          Except as specificallyamended by this Amendment, the Credit Agreement and the other Loan Documentsshall remain in full force and effect and are hereby ratified and confirmed.

 

(iv)          The execution, delivery andperformance of this Amendment shall not, except as expressly provided herein,constitute a waiver of any provision of, or operate as a waiver of any right,power or remedy of Agents or any Lender under, the Credit Agreement or any ofthe other Loan 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 thisAmendment are included herein for convenience of reference only and shall notconstitute a part of this Amendment for any other purpose or be given anysubstantive effect.

 

8

----

 

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 pages are physicallyattached to the same document.  ThisAmendment (other than the provisions of Section 1 and Section 2 hereof, theeffectiveness of which is governed by Section 3 hereof) shall become effectiveupon the execution of a counterpart hereof by Company, Requisite Lenders,Syndication Agent and Guarantors and receipt by Company and Agents of writtenor telephonic notification of such execution and authorization of deliverythereof.

 

9

----

 

**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/  RICHARD J. KAPLAN |   |
|   |                                                                                                                                        | Name:  Richard J. Kaplan |
|   |                                                                                                                                        | Title:  Senior Vice President and Chief Financial  Officer |
|   |                                                                                                                                        |   |
|   |                                                                                                                                        |   |
|   | **AUDIO  INTERNATIONAL, INC.**, an  Arkansas corporation (for purposes of Section 5  only) as a Subsidiary Guarantor                        |
|   |                                                                                                                                        |
|   |                                                                                                                                        |
|   | By:                                                                                                                                         |  /s/ RICHARD J. KAPLAN |   |
|   |                                                                                                                                        | Name:  Richard J. Kaplan |
|   |                                                                                                                                        | Title:  Chief Financial Officer and Secretary |
|   |                                                                                                                                        |
|   |                                                                                                                                        |
|   | **CARL  F. BOOTH & CO., LLC**, a Delaware  limited liability company (for purposes of  Section 5 only) as a Subsidiary Guarantor        |
|   |                                                                                                                                        |
|   |                                                                                                                                        |
|   | By:                                                                                                                                         |  /s/ RICHARD J. KAPLAN |   |
|   |                                                                                                                                        | Name:  Richard J. Kaplan |
|   |                                                                                                                                        | Title:  Chief Financial Officer and Secretary |
|   |                                                                                                                                        |
|   |                                                                                                                                        |
|   | **CUSTOM WOODWORK & PLASTICS,  LLC.**, a Delaware limited liability company (for  purposes of Section 5 only) as a Subsidiary Guarantor |
|   | ** **                                                                                                                                  |
|   |                                                                                                                                        |
|   | By:                                                                                                                                         |  /s/ RICHARD J. KAPLAN |   |
|   |                                                                                                                                        | Name:  Richard J. Kaplan |
|   |                                                                                                                                        | Title:  Chief Financial Officer and Secretary |

 

S-1

----

 
|   | **DAH-IP  HOLDINGS, INC.**, a Delaware  corporation (for purposes of Section 5 only) as a  Subsidiary Guarantor                      |
|--------|--------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                 |
|   |                                                                                                                                 |
|   | By:                                                                                                                                  | /s/  RICHARD J. KAPLAN |   |
|   |                                                                                                                                 | Name:  Richard J. Kaplan |
|   |                                                                                                                                 | Title:  Chief Financial Officer and Secretary |
|   |                                                                                                                                 |
|   |                                                                                                                                 |
|   | **DAH-IP  INFINITY, INC.**, a Delaware  corporation (for purposes of Section 5 only) as a  Subsidiary Guarantor                      |
|   |                                                                                                                                 |
|   |                                                                                                                                 |
|   | By:                                                                                                                                  | /s/  RICHARD J. KAPLAN |   |
|   |                                                                                                                                 | Name:  Richard J. Kaplan |
|   |                                                                                                                                 | Title:  Chief Financial Officer and Secretary |
|   |                                                                                                                                 |   |
|   |                                                                                                                                 |   |
|   | **DECRANE  AIRCRAFT SEATING  COMPANY, INC.**, a Wisconsin corporation  (for purposes of Section 5 only) as a Subsidiary  Guarantor   |
|   |                                                                                                                                 |
|   |                                                                                                                                 |
|   | By:                                                                                                                                  |  /s/ RICHARD J. KAPLAN |   |
|   |                                                                                                                                 | Name:  Richard J. Kaplan |
|   |                                                                                                                                 | Title:  Chief Financial Officer and Secretary |
|   |                                                                                                                                 |   |
|   |                                                                                                                                 |   |
|   | **DECRANE CABIN INTERIORS, LLC**,  a Delaware limited liability company  (for purposes of Section 5 only) as a  Subsidiary Guarantor |
|   |                                                                                                                                 |
|   |                                                                                                                                 |
|   | By:                                                                                                                                  |  /s/ RICHARD J. KAPLAN |   |
|   |                                                                                                                                 | Name:  Richard J. Kaplan |
|   |                                                                                                                                 | Title:  Chief Financial Officer and Secretary |

 

S-2

----

 
|   | **DECRANE CABIN INTERIORS CANADA,  INC.**, a Delaware corporation (for purposes of  Section 5 only) as a Subsidiary Guarantor |
|--------|-------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                          |   |
|   |                                                                                                                          |   |
|   | By:                                                                                                                           |  /s/ RICHARD J. KAPLAN |   |
|   |                                                                                                                          | Name:  Richard J. Kaplan |
|   |                                                                                                                          | Title:  Chief Financial Officer and Secretary |
|   |                                                                                                                          |   |
|   |                                                                                                                          |   |
|   | **HOLLINGSEAD  INTERNATIONAL, INC.**,  a California corporation (for purposes of Section  5 only) as a Subsidiary Guarantor   |
|   | ** **                                                                                                                    |
|   | ** **                                                                                                                    |
|   | By:                                                                                                                           | /s/  RICHARD J. KAPLAN |   |
|   |                                                                                                                          | Name:  Richard J. Kaplan |
|   |                                                                                                                          | Title:  Chief Financial Officer and Secretary |
|   |                                                                                                                          |   |
|   |                                                                                                                          |   |
|   | **PATS  AIRCRAFT, LLC**, a Delaware limited  liability company (for purposes of Section  5 only) as a Subsidiary Guarantor    |
|   |                                                                                                                          |   |
|   |                                                                                                                          |   |
|   | By:                                                                                                                           | /s/  RICHARD J. KAPLAN |   |
|   |                                                                                                                          | Name:  Richard J. Kaplan |
|   |                                                                                                                          | Title:  Chief Financial Officer and Secretary |
|   |                                                                                                                          |   |
|   |                                                                                                                          |   |
|   | **PCI NEWCO., INC.**, a Kansas corporation (for  purposes of Section 5 only) as a Subsidiary  Guarantor                       |
|   |                                                                                                                          |   |
|   |                                                                                                                          |   |
|   | By:                                                                                                                           |  /s/ RICHARD J. KAPLAN |   |
|   |                                                                                                                          | Name:  Richard J. Kaplan |
|   |                                                                                                                          | Title:  Chief Financial Officer and Secretary |

 

S-3

----

 
|   | **PPI HOLDINGS, INC.**, a Kansas corporation  (for purposes of Section 5 only) as a Subsidiary  Guarantor                                    |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                         |   |
|   |                                                                                                                                         |   |
|   | By:                                                                                                                                          | /s/  RICHARD J. KAPLAN |   |
|   |                                                                                                                                         | Name:  Richard J. Kaplan |
|   |                                                                                                                                         | Title:  Chief Financial Officer and Secretary |
|   |                                                                                                                                         |   |
|   |                                                                                                                                         |   |
|   | **PRECISION PATTERN, INC.**, a Kansas  corporation (for purposes of Section 5 only) as a  Subsidiary Guarantor                               |
|   |                                                                                                                                         |   |
|   |                                                                                                                                         |   |
|   | By:                                                                                                                                          | /s/  RICHARD J. KAPLAN |   |
|   |                                                                                                                                         | Name:  Richard J. Kaplan |
|   |                                                                                                                                         | Title:  Chief Financial Officer and Secretary |
|   |                                                                                                                                         |   |
|   |                                                                                                                                         |   |
|   | **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/ RICHARD J. KAPLAN |   |
|   |                                                                                                                                         | Name:  Richard J. Kaplan |
|   |                                                                                                                                         | Title:  Chief Financial Officer and Secretary |
|   |                                                                                                                                         |   |
|   |                                                                                                                                         |   |
|   | **DECRANE  HOLDINGS CO.**, a Delaware  corporation (for purposes of Section 5 only) as a  guarantor                                          |
|   |                                                                                                                                         |   |
|   |                                                                                                                                         |   |
|   | By:                                                                                                                                          | /s/  RICHARD J. KAPLAN |   |
|   |                                                                                                                                         | Name:  Richard J. Kaplan |
|   |                                                                                                                                         | Title:  Assistant Secretary |

 

S-4

----

 
|   | **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/ THOMAS L. NEWBERRY |   |
|   |                                                                                                                                                                         | Name:  Thomas L. Newberry |
|   |                                                                                                                                                                         | Title:  Managing Director |

 

S-5

----

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

 

S-6

----

 

**ANNEX A**

 

**MATTERS TO BE COVERED IN OPINION OF COUNSEL TO COMPANY**

 

1.             Company has been dulyincorporated, and is validly existing in good standing under the laws of theState of Delaware with corporate power to own its properties and assets, toenter into the Amendment and to perform its obligations under the Amendment.

 

2.             The execution, delivery andperformance of the Amendment by Company have been duly authorized by allnecessary corporate action on the part of Company, the Amendment has been dulyexecuted and delivered by Company, and the Amendment and the Amended Agreementconstitute the legally valid and binding obligations of Company, enforceableagainst Company in accordance with their respective terms except as may belimited by bankruptcy, insolvency, reorganization, moratorium or similar lawsrelating to or affecting creditors’ rights generally (including, withoutlimitation, fraudulent conveyance laws) and by general principles of equityincluding, without limitation, concepts of materiality, reasonableness, goodfaith and fair dealing and the possible unavailability of specific performanceor injunctive relief, regardless of whether considered in a proceeding inequity or at law.

 

3.             Company’s execution anddelivery of the Amendment and the consummation of the transactions contemplatedby the Amendment do not and will not (i) violate the Certificate ofIncorporation or By-laws of Parent or of Company, (ii) violate, breach orresult in a default under Senior Subordinated Note Indenture or the Second LienCredit Agreement, (iii) breach or otherwise violate any existingobligation of Company under any order, judgment or decree of any New York,California or federal court or Governmental Authority binding on Company or(iv) violate any New York, California or federal statute or regulation.

 

4.             No governmental consents,approvals, authorizations, registrations, declarations or filings are requiredby Company in connection with the execution and delivery by Company of theAmendment, and the performance by Company of the Amended Agreement.

 

A-1

----