**Exhibit 10.12.1**

** **

**DECRANE AIRCRAFT HOLDINGS, INC.**

** **

**FIRST AMENDMENT**

**TO CREDIT AGREEMENT**

** **

This **FIRST AMENDMENT TO CREDITAGREEMENT** (this “**Amendment**”) isdated 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 (successor to DLJCapital Funding, Inc.), acting through its Cayman Islands Branch, assyndication agent for Lenders (in such capacity, “**SyndicationAgent**”) and as administrative agent for Lenders (in such capacity, “**Administrative Agent**”), and is made with reference to thatcertain Credit Agreement, dated as of December 22, 2003, (the “**Credit Agreement**”), by and among Company, the lenders listedon the signature pages thereof, Syndication Agent and AdministrativeAgent.  Capitalized terms used hereinwithout definition shall have the same meanings herein as set forth in theCredit Agreement.

 

**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 Credit Agreement ishereby amended by adding thereto the following definitions:

 

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

 

“**Interest Rate Exchanger**”has the meaning assigned to that term in subsection 8.4B.

 

“**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.

 

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“**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 Credit Agreement isfurther amended by amending the definition of the term “Net Senior Debt” toread 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 6:  Company’s Negative Covenants**

 

A.            Subsection 6.1(vi) of the Credit Agreementis 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 6.1(xi) of the Credit Agreementis hereby amended to read as follows:

 

“(xi)         Company and theSubsidiary Guarantors may become and remain liable with respect to obligationsowed under the First Lien Credit Agreement; provided that the aggregateprincipal amount of Indebtedness under this clause (xi) *plus*the aggregate amount of undrawn letters of credit outstanding under subsection6.4(ii)(A) shall not exceed $105,000,000 *plus*$10,000,000 *plus* the Net Senior Debt Ratio Amount, *minus* the aggregate amount of all repayments and prepaymentsof any term Indebtedness under the First Lien Credit Agreement, and theaggregate amount of all permanent reductions of revolving credit commitmentsunder the First Lien Credit Agreement, in each case made after the ClosingDate;”

 

C.            Subsection 6.1 of the Credit Agreement isfurther amended by deleting “and” at the end of clause (x), adding a semicolonat the end of clause (xi) and adding the following as clause (xii):

 

“(xii)        Company and itsSubsidiaries may become and remain liable with respect to up to $65,000,000 inaggregate principal amount of Indebtedness evidenced by the Senior Notes issuedin the Senior Note Exchange (plus any payment-in-kind Senior Notes issued inlieu of cash interest thereon); provided that the terms and conditionsof the Senior Notes, the Senior Note Indenture and the documentation evidencingthe Senior Note Exchange are in form and substance satisfactory to SyndicationAgent and that Company causes an opinion of counsel in form and substancesatisfactory to 

 

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Syndication Agent to be delivered, at or prior to the date of theissuance of the Senior Notes, to Syndication Agent to the effect that (x) theSenior Notes and the Senior Note Indenture have been duly authorized, executedand delivered by Company and are legally valid and bind obligations of Company,enforceable in accordance with their terms, and (y) the terms and conditions ofthe Senior Note Exchange, the issuance and performance of the terms of theSenior Notes and performance of the terms of the Senior Note Indenture do notconflict with or violate the terms of this Agreement, the First Lien CreditAgreement or the Senior Subordinated Note Indenture.”

 

D.            Subsection 6.2B of the Credit Agreement isfurther 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) customarylimitations in respect of the Company and its Subsidiaries contained in anyagreement with respect to Indebtedness incurred in reliance on subsections6.1(ii), (iv), (vi), (vii), (viii), (x), (xi) or (xii), and (z) restrictions orlimitations contained in any partnership agreement or joint venture agreementto which Company or any of its Subsidiaries is a party on the ability to createor assume Liens on any assets of the relevant partnership or joint venture,neither Company nor any of its Subsidiaries shall enter into any agreement(other than an agreement prohibiting only the creation of Liens securingSubordinated Indebtedness) prohibiting the creation or assumption of any Lienupon any of its properties or assets, whether now owned or hereafter acquired.”

 

E.             Subsection 6.15 of the Credit Agreement isfurther amended by adding the following as subsection 6.15E:

 

**“**E.           Company shall not, and shall not permit any of itsSubsidiaries to, amend or otherwise change the terms of the Senior Notes, ormake any amendment thereof or change thereto, if the effect of such amendmentor change is to increase the interest rate or fees on such Senior Notes, permitinterest to be paid in cash, change (to earlier dates) any dates upon whichpayments of principal or interest are due thereon, change any event of defaultor condition to an event of default with respect thereto (other than toeliminate any such event of default or increase any grace period relatedthereto), change the redemption, prepayment or defeasance provisions thereof,change any guaranty thereof, or provide any collateral therefor, or if theeffect of such amendment or change, together with all other amendments orchanges made, is to increase materially the obligations of the obligorthereunder to the detriment of Lenders or to confer any additional rights onthe holders of Senior Notes (or a trustee or other representative on theirbehalf) which would be adverse to Lenders.”

** **

**1.3 Amendment to Section 8: The Agents.**  Subsection 8.4 of the Credit Agreement isfurther amended by adding the heading “**A.****           General**.” to theexisting text and adding the following as subsection 8.4B:

 

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**“**B.          Foreign Collateral.

** **

**(i)**            General.  Without derogating from any other authoritygranted to Administrative Agent herein or in the Collateral Documents or anyother document relating thereto, each Lender hereby specifically (x) authorizesAdministrative Agent to enter into pledge agreements pursuant to thissubsection 8.4 with respect to the Capital Stock of all existing and futurefirst-tier Foreign Subsidiaries, which pledge agreements may be governed by thelaws of each of the jurisdictions of formation of such Foreign Subsidiaries,including but not limited to the laws of the province of Quebec, Canada,respectively, as agent on behalf of each of Lenders and parties to InterestRate Agreements (“Interest Rate Exchangers”)with the effect that Lenders and Interest Rate Exchangers each become a securedparty thereunder 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)**           Canadian Collateral.  For thepurposes of holding any Liens granted by the Company or any other Loan Partypursuant to the laws of the province of Quebec, the Lenders hereby acknowledgethat the Administration Agent shall be and act as the person holding the powerof attorney of all present and future Lenders and Interest Rate Exchangers forall purposes of Article 2692 of the *Civil Code of Quebec*(theAdministration Agent acting in such capacity is herein referred to as the “Trustee”).By executing an assignment and assumption agreement in the form of Exhibit Iattached hereto, each future Lender and Interest Rate Exchanger shall be deemedto ratify the power of attorney granted to the Administration Agent hereunder.

** **

**The Lenders, the Interest Rate Exchangers andthe Loan Parties hereby waive the benefit of Section 32 of *An Act Respecting the Special Powers of Legal Persons*(Quebec) and agree that the Administration Agent, in its capacity as Trustee,may acquire any bonds, debentures or other titles of indebtedness secured byany hypothec granted by the Company or any other Loan Party in favour of theTrustee pursuant to the laws of the province of Quebec.**

** **

**The Lenders and Interest Rate Exchangersfurther acknowledge and agree that the Trustee shall be liable in the samemanner and only to the extent provided for with respect to the AdministrationAgent under the terms hereof and hereby indemnify and hold harmless the Trusteein the same manner and to the same extent provided for with respect to theAdministration Agent hereunder.”**

** **

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

 

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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 9.6 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 6.1, 6.5 and 6.15 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 6.1, 6.5 and 6.15 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 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 “**First Amendment Effective Date”)**:

 

1.  Onor before the First Amendment Effective Date, Company shall deliver to Lenders(or to Syndication Agent for Lenders with sufficient originally executedcopies, where appropriate, for each Lender and its counsel) the following,each, unless otherwise noted, dated the First Amendment Effective Date:

 

(a) Resolutions of its Board of Directorsapproving and authorizing the execution, delivery, and performance of (i) thisAmendment and (ii) an amendment to the First 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 and the Senior NoteIndenture, certified as of the First Amendment Effective Date by its corporatesecretary or an assistant secretary as being in full force and effect withoutmodification or amendment;

 

(b) Signature and incumbency certificates ofits officers executing this Amendment; and

 

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

 

2. Lenders shall have received originally executed copies of one or morefavorable written opinions of Davis Polk & Wardwell, Spolin Silverman Cohen& Bartlett LLP and other counsel reasonably acceptable to the Agents, eachcounsel for Company, in form and substance reasonably satisfactory toSyndication Agent and its counsel, dated as of the First Amendment EffectiveDate and setting forth, collectively, substantially the matters in the opinionsdesignated in Annex A to this Amendment.

 

3. Executed originals of this Amendment executed by Requisite Lenders.

 

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4.  Allfees and expenses owing to Administrative Agent in connection with thisAmendment pursuant to Section 6B that have been invoiced to Company at leastone Business Day prior to the First Amendment Effective Date shall be paid toAdministrative Agent on the First Amendment Effective Date.

 

5.  Alldocuments executed or submitted in connection with the transactionscontemplated hereby by or on behalf of Parent, Company or any of itsSubsidiaries shall be reasonably satisfactory in form and substance to Agentsand their counsel.

 

6. Syndication Agent shall have received copies of an amendment to theFirst Lien Credit Agreement to the effect that the issuance of the Senior Notesin the Senior Note Exchange is permitted pursuant to the terms of suchagreement.

 

**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 First 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 

 

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to obtain has not had and could not reasonably be expected to have aMaterial 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.

 

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 4 of theCredit Agreement are and will be true, correct and complete in all materialrespects on and as of the First 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 this Amendmentthat would constitute an Event of Default or a Potential Event of Default.

 

**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 hereby confirmsthat the Guaranty to which it is a party or otherwise bound will continue toguaranty to the fullest extent possible the payment and performance of all“Guarantied Obligations” as such term is defined in the applicable Guaranty,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.

 

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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 theFirst 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 toeffectiveness set forth in this Amendment, such Guarantor is not required bythe terms of the Credit Agreement or any other Loan Document to consent to theamendments to the Credit Agreement effected pursuant to this Amendment and(ii) nothing in the Credit Agreement, this Amendment or any other LoanDocument shall be deemed to require the consent of such Guarantor to any futureamendments to the Credit Agreement.

 

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

 

A.            Effect of Amendment.

 

(i)            On and after the First 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 First 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 9.2 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.

 

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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 and attachedto a single counterpart so that all signature pages are physically attached tothe same document.  This Amendment (otherthan the provisions of Section 1 and Section 2 hereof, the effectiveness ofwhich is governed by Section 3 hereof) shall become effective upon theexecution of a counterpart hereof by Company, Requisite Lenders, SyndicationAgent and Guarantors 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                                                                                |
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|   |                                                                                                                                        |   |
|   | 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 |

 

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|   | **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 |
|        |                                                                                                                                     |  |  |  |  |  |

 

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|   | **DECRANE CABIN INTERIORS CANADA, INC.**,  a Delaware corporation (for purposes of Section 5 only) as a Subsidiary  Guarantor |
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|   | ** **                                                                                                                    |
|   |                                                                                                                          |   |
|   | 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 |

 

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|   | **PPI HOLDINGS, INC.**,  a Kansas corporation  (for purposes of Section 5 only) as a Subsidiary Guarantor                                  |
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|   |                                                                                                                                       |   |
|   |                                                                                                                                       |   |
|   | 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: Managing Director |

 

S-4

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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 Klei |
|   |                                                                                                                                                                         | Name: Dana Klein |
|   |                                                                                                                                                                         | Title: Managing Director |
|   |                                                                                                                                                                         |   |
|   | By:                                                                                                                                                                          | /s/ Thomas L. Newberry |
|   |                                                                                                                                                                         | Name: Thomas L. Newberry |
|   |                                                                                                                                                                         | Title: Managing Director |

 

S-5

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

 

S-6

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**ANNEX A**

 

**MATTERS TO BE COVERED IN OPINION OF COUNSELTO 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 First 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

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