**Exhibit4.7.2**

 

**AMENDMENTNO. 2 TO SENIOR PREFERRED STOCKREGISTRATION RIGHTS AGREEMENT**

 

This Amendment (the “**Amendment**”) dated as of July 23, 2004to the Senior Preferred Stock Registration Rights Agreement dated as ofJune 30, 2000, and as subsequently amended by Amendment No. 1 dated as ofOctober 6, 2000, among DeCrane Aircraft Holdings, Inc. (the “**Company**”)and the holders of the Senior Preferred Stock named therein.

 

**WI 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 “**RegistrationRights 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***.  Unless otherwise specifically definedherein, each term used herein which is defined in the Registration RightsAgreement shall have the meaning assigned to such term in the RegistrationRights Agreement.  Each reference to“hereof”, “hereunder”, “herein”, and hereby and each other similar referenceand each reference to “this Agreement” and each other similar referencecontained in the Registration Rights Agreement shall from and after the datehereof refer to the Registration Rights Agreement as amended hereby.

 

**SECTION 2.**         ***Amendment to 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.**         ***Governing Law***.  This Amendment shall be governed by, and construed in accordancewith, the laws of the State of New York, without regard to the conflicts oflaws rules of such state.

 

**SECTION 4.**         ***Counterparts; Effectiveness***.  This Amendment may be executed in any numberof counterparts, each of which shall be deemed to be an original, with the sameeffect as if the signatures thereto and hereto were upon the sameinstrument.  This Amendment shall becomeeffective when this Amendment or a counterpart hereto has been executed by theCompany (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.**         ***Effect of Amendment***.  Except as expressly set forth herein, theamendments contained herein shall not constitute an amendment of any term orcondition of the Registration Rights Agreement, and all such terms and conditionsshall remain in full force and effect and are hereby ratified and confirmed inall 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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