**Exhibit 4.7.2**

 

**AMENDMENT NO. 2 TO SENIOR PREFERRED STOCKREGISTRATION RIGHTS AGREEMENT**

 

This Amendment (the “**Amendment**”)dated as of July 23, 2004 to the Senior Preferred Stock RegistrationRights Agreement dated as of June 30, 2000, and as subsequently amended byAmendment No. 1 dated as of October 6, 2000, among DeCrane AircraftHoldings, Inc. (the “**Company**”) andthe holders of the Senior Preferred Stock named therein.

 

**W I T N E S S E T H:**

 

WHEREAS, the parties hereto are parties to the Senior Preferred StockRegistration Rights Agreement dated as of June 30, 2000, as amended (the “**Registration Rights Agreement**”); and

 

WHEREAS, the parties hereto desire to amend the Registration RightsAgreement as provided herein.

 

NOW, THEREFORE, intending to be legally bound, the parties hereto agreeas follows:

 

**SECTION 1.**         ***Definitions;References***.  Unlessotherwise specifically defined herein, each term used herein which is definedin the Registration Rights Agreement shall have the meaning assigned to suchterm in the Registration Rights Agreement. Each reference to “hereof”, “hereunder”, “herein”, and hereby and eachother similar reference and each reference to “this Agreement” and each othersimilar reference contained in the Registration Rights Agreement shall from andafter the date hereof refer to the Registration Rights Agreement as amendedhereby.

 

**SECTION 2.**         ***Amendmentto Definition of Senior Preferred Stock***.  The definition of Senior Preferred Stock inthe Registration Rights Agreement is amended to be the Senior RedeemableExchangeable Preferred Stock of the Company, as amended from time to time.

 

**SECTION 3.**         ***GoverningLaw***.  This Amendment shallbe governed by, and construed in accordance with, the laws of the State of NewYork, without regard to the conflicts of laws rules of such state.

 

**SECTION 4.**         ***Counterparts;Effectiveness***.  ThisAmendment may be executed in any number of counterparts, each of which shall bedeemed to be an original, with the same effect as if the signatures thereto andhereto were upon the same instrument. This Amendment shall become effective when this Amendment or acounterpart hereto has been executed by the Company (with the approval of

 

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the board of directors of the Company) and Stockholders holding atleast 75% of the outstanding Registrable Securities.

 

**SECTION 5.**         ***Effectof Amendment***.  Except asexpressly set forth herein, the amendments contained herein shall notconstitute an amendment of any term or condition of the Registration RightsAgreement, and all such terms and conditions shall remain in full force andeffect and are hereby ratified and confirmed in all respects.

 

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**IN WITNESS WHEREOF**,the parties hereto have caused this Amendment to be duly executed by theirrespective authorized officers as of the day and year first above written.

 

 
| ** ** | **DECRANE AIRCRAFT HOLDINGS, INC.**                                                                                                            |
|------------|------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                                     |
| ** ** | ** **                                                                                                                                     |
|       | By:                                                                                                                                            | /s/ R. JACK DECRANE |   |
|       |                                                                                                                                           | Name:  R. Jack DeCrane |
|       |                                                                                                                                           | Title:  Chief Executive Officer |
|       |                                                                                                                                           |
|       | **DLJ  INVESTMENT PARTNERS II, INC.**on behalf of:**DLJ INVESTMENT PARTNERS II, L.P.  DLJ INVESTMENT PARTNERS, L.P.  DLJIP II HOLDINGS, L.P.** |
|       | ** **                                                                                                                                     |
|       | ** **                                                                                                                                     |
|       | By:                                                                                                                                            | /S/ JOHN M. MORIARTY, JR. |   |
|       |                                                                                                                                           | Name:  John M. Moriarty, Jr. |
|       |                                                                                                                                           | Title:  Managing Director |
|       |                                                                                                                                           |   |
| ** ** | **PUTNAM  INVESTMENT MANAGEMENT, LLC**on behalf ****of:                                                                                        |
| ** ** | **PUTNAM  VARIABLE TRUST– PUTNAM VT HIGH  YIELD FUND**                                                                                    |
| ** ** | **PUTNAM HIGH YIELD TRUST**                                                                                                                    |
| ** ** | ** **                                                                                                                                     |
| ** ** | ** **                                                                                                                                     |
|       | By:                                                                                                                                            | /S/ MICHAEL E. DEFAO |   |
|       |                                                                                                                                           | Name:  Michael E. DeFao |
|       |                                                                                                                                           | Title:  Senior Vice President |
|       |                                                                                                                                           |
| ** ** | **NEON CAPITAL LIMITED**                                                                                                                       |
| ** ** | ** **                                                                                                                                     |
| ** ** | ** **                                                                                                                                     |
|       | By:                                                                                                                                            | /S/ PAUL COPE |   |
|       |                                                                                                                                           | Name:  Paul Cope |
|       |                                                                                                                                           | Title:  Director |

 

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