**Exhibit 10.2.2**

 

**AMENDMENTNO. 2 TO AMENDED AND RESTATED INVESTORS’ AGREEMENT**

 

This Amendment (the “**Amendment**”) dated as of July 23, 2004 tothe Amended and Restated Investors’ Agreement dated as of October 6, 2000, andas subsequently amended by Amendment No. 1 dated as of December 31, 2001 amongDeCrane Holdings Co. (the “**Company**”) and DeCrane Aircraft Holdings,Inc. (“**Opco**”and, together with the Company, the “**Companies**”), the DLJ Entities (as definedtherein), the DLJIP Entities (as defined therein), the Putnam Entities (asdefined therein) and certain other Stockholders named therein.

 

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

 

WHEREAS, the Companies, the DLJ Entities, the DLJIP Entities and thePutnam Entities are parties to the Amended and Restated Investors’ Agreementdated as of October 6, 2000, as amended (the “**Investors’ Agreement**”); and

 

WHEREAS, the parties hereto desire to amend the Investors’ Agreement asprovided 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 Investors’ Agreementshall have the meaning assigned to such term in the Investors Agreement.  Each reference to “hereof”, “hereunder”,“herein”, and hereby and each other similar reference and each reference to“this Agreement” and each other similar reference contained in the Investors’Agreement shall from and after the date hereof refer to the Investors’Agreement as amended hereby.

 

**Section 2.**         ***Amendment to Definition of Senior Preferred Stock***.  The definition of Senior Preferred Stock inthe Investors’ Agreement is amended to be the Senior Redeemable ExchangeablePreferred Stock of Opco, as amended from time to time.

 

**Section 4.**         ***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 5.**         ***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

 

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or a counterpart hereto hasbeen executed by the Company (with the approval of the board of directors ofthe Company) and Stockholders holding at least 75% of the outstanding Shares,calculated on a Fully Diluted basis.

 

**Section 6.**         ***Effect of Amendment***.  Except as expressly set forth herein, theamendments contained herein shall not constitute an amendment of any term orcondition of the Investors’ Agreement, and all such terms and conditions shallremain in full force and effect and are hereby ratified and confirmed in all respects.

 

[**Remainder of page intentionally left blank; next pageis signature page]**

 

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**INWITNESS WHEREOF**, the parties hereto have caused thisAmendment to be duly executed by their respective authorized officers as of theday and year first above written.

 
|   | **DECRANE HOLDINGS  CO.**                                            |
|--------|----------------------------------------------------------------------|
|   |                                                                 |
|   |                                                                 |
|   | By:                                                                  | /s/ R. JACK  DECRANE |   |
|   |                                                                 | Name: | R. Jack DeCrane |
|   |                                                                 | Title: | Chief Executive Officer |
|   |                                                                 |
|   |                                                                 |
|   | **DECRANE AIRCRAFT  HOLDINGS, INC.**                                 |
|   |                                                                 |   |
|   |                                                                 |   |
|   | By:                                                                  | /s/ R. JACK  DECRANE |   |
|   |                                                                 | Name: | R. Jack DeCrane |
|   |                                                                 | Title: | Chief Executive Officer |
|   |                                                                 |   |
|   |                                                                 |   |
|   | **DLJ MERCHANT  BANKING PARTNERS II, L.P.**                          |
|   |                                                                 |   |
|   | BY DLJ MERCHANT BANKING II, INC., Managing  General  Partner         |
|   |                                                                 |   |
|   |                                                                 |   |
|   | By:                                                                  | /s/ MICHAEL  S. ISIKOW |   |
|   |                                                                 | Name: | Michael S. Isikow |
|   |                                                                 | Title: | Vice President |
|   |                                                                 |   |
|   |                                                                 |   |
|   | **DLJ MERCHANT  BANKING PARTNERS II-A, L.P.**                        |
|   |                                                                 |   |
|   |                                                                 |   |
|   | BY DLJ MERCHANT BANKING PARTNERS II, INC.,  Managing General Partner |
|   |                                                                 |
|   |                                                                 |   |
|   | By:                                                                  | /s/ MICHAEL  S. ISIKOW |   |
|   |                                                                 | Name: | Michael S. Isikow |
|   |                                                                 | Title: | Vice President |
|        |                                                                      |  |  |  |  |

 

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|   | **DLJ OFFSHORE  PARTNERS II, C.V.**                                  |
|--------|----------------------------------------------------------------------|
|   |                                                                 |   |
|   |                                                                 |   |
|   | BY DLJ MERCHANT BANKING PARTNERS II, INC.,  Advisory General Partner |
|   |                                                                 |
|   |                                                                 |   |
|   | By:                                                                  | /s/ MICHAEL  S. ISIKOW |   |
|   |                                                                 | Name: | Michael S. Isikow |
|   |                                                                 | Title: | Vice President |
|   |                                                                 |   |
|   |                                                                 |   |
|   | **DLJ DIVERSIFIED  PARTNERS, L.P.**                                  |
|   |                                                                 |
|   |                                                                 |
|   | BY DLJ DIVERSIFIED PARTNERS, INC., Managing  General  Partner        |
|   |                                                                 |   |
|   |                                                                 |   |
|   | By:                                                                  | /s/ MICHAEL  S. ISIKOW |   |
|   |                                                                 | Name: | Michael S. Isikow |
|   |                                                                 | Title: | Vice President |
|   |                                                                 |   |
|   |                                                                 |   |
|   | **DLJ DIVERSIFIED  PARTNERS-A, L.P.**                                |
|   |                                                                 |   |
|   |                                                                 |   |
|   | BY DLJ DIVERSIFIED PARTNERS, INC., Managing  General  Partner        |
|   |                                                                 |   |
|   |                                                                 |   |
|   | By:                                                                  | /s/ MICHAEL  S. ISIKOW |   |
|   |                                                                 | Name: | Michael S. Isikow |
|   |                                                                 | Title: | Vice President |
|   |                                                                 |   |
|   |                                                                 |   |
|   | **DLJMB FUNDING II,  INC.**                                          |
|   |                                                                 |   |
|   |                                                                 |   |
|   | By:                                                                  | /s/ MICHAEL  S. ISIKOW |   |
|   |                                                                 | Name: | Michael S. Isikow |
|   |                                                                 | Title: | Vice President |
|        |                                                                      |  |  |  |  |

 

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|   | **DLJ EAB PARTNERS,  L.P.**                                   |
|--------|---------------------------------------------------------------|
|   |                                                          |   |
|   |                                                          |   |
|   | BY DLJ LBO PLANS MANAGEMENT CORPORATION,  General Partner     |
|   |                                                          |   |
|   |                                                          |   |
|   | By:                                                           | /s/ MICHAEL  S. ISIKOW |   |
|   |                                                          | Name: | Michael S. Isikow |
|   |                                                          | Title: | Vice President |
|   |                                                          |   |
|   |                                                          |   |
|   | **DLJ MILLENNIUM  PARTNERS, L.P.**                            |
|   |                                                          |   |
|   |                                                          |   |
|   | BY DLJ MERCHANT BANKING II, INC., Managing  General   Partner |
|   |                                                          |   |
|   |                                                          |   |
|   | By:                                                           | /s/ MICHAEL  S. ISIKOW |   |
|   |                                                          | Name: | Michael S. Isikow |
|   |                                                          | Title: | Vice President |
|   |                                                          |   |
|   |                                                          |   |
|   | **UK INVESTMENT PLAN  1997 PARTNERS**                         |
|   |                                                          |   |
|   |                                                          |   |
|   | BY UK INVESTMENT PLAN 1997, INC., General Partner             |
|   |                                                          |   |
|   |                                                          |   |
|   | By:                                                           | /s/ MICHAEL  S. ISIKOW |   |
|   |                                                          | Name: | Michael S. Isikow |
|   |                                                          | Title: | Vice President |
|   |                                                          |   |
|   | **DLJ FIRST ESC L.P.**                                        |
|   |                                                          |
|   |                                                          |
|   | BY DLJ LBO PLANS MANAGEMENT CORPORATION,  General Partner     |
|   |                                                          |   |
|   |                                                          |   |
|   | By:                                                           | /s/ MICHAEL  S. ISIKOW |   |
|   |                                                          | Name: | Michael S. Isikow |
|   |                                                          | Title: | Vice President |
|        |                                                               |  |  |  |  |

 

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|   | **DLJ ESC II L.P.**                                          |
|--------|--------------------------------------------------------------|
|   |                                                         |
|   |                                                         |
|   | BY DLJ LBO PLANS MANAGEMENT CORPORATION,  General Partner    |
|   |                                                         |   |
|   |                                                         |   |
|   | By:                                                          | /s/ MICHAEL  S. ISIKOW |   |
|   |                                                         | Name: | Michael S. Isikow |
|   |                                                         | Title: | Vice President |
|   |                                                         |   |   |
|   |                                                         |   |   |
|   | **DLJ MILLENNIUM  PARTNERS-A, L.P.**                         |
|   |                                                         |   |
|   |                                                         |   |
|   | BY DLJ MERCHANT BANKING II, INC., Managing  General  Partner |
|   |                                                         |   |
|   |                                                         |   |
|   | By:                                                          | /s/ MICHAEL  S. ISIKOW |   |
|   |                                                         | Name: | Michael S. Isikow |
|   |                                                         | Title: | Vice President |
|        |                                                              |  |  |  |  |

 

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|   | **DLJ INVESTMENT  PARTNERS, L.P.**                              |
|--------|-----------------------------------------------------------------|
|   |                                                            |   |
|   |                                                            |   |
|   | BY DLJ INVESTMENT PARTNERS II, INC.,  Managing  General Partner |
|   |                                                            |   |
|   |                                                            |   |
|   | By:                                                             | /s/ JOHN M.  MORIARTY, JR. |   |
|   |                                                            | Name: | John M. Moriarty, Jr. |
|   |                                                            | Title: | Managing Director |
|   |                                                            |   |
|   |                                                            |   |
|   | **DLJ INVESTMENT  PARTNERS II, L.P.**                           |
|   |                                                            |   |
|   |                                                            |   |
|   | BY DLJ INVESTMENT PARTNERS II, INC.,  Managing  General Partner |
|   |                                                            |   |
|   |                                                            |   |
|   | By:                                                             | /s/ JOHN M.  MORIARTY, JR. |   |
|   |                                                            | Name: | John M. Moriarty, Jr. |
|   |                                                            | Title: | Managing Director |
|   |                                                            |   |
|   |                                                            |   |
|   | **DLJIP HOLDINGS,  L.P.**                                       |
|   |                                                            |   |
|   |                                                            |   |
|   | BY DLJ INVESTMENT PARTNERS II, INC.,  Managing  General Partner |
|   |                                                            |   |
|   |                                                            |   |
|   | By:                                                             | /s/ JOHN M.  MORIARTY, JR. |   |
|   |                                                            | Name: | John M. Moriarty, Jr. |
|   |                                                            | Title: | Managing Director |
|        |                                                                 |  |  |  |  |  |

 

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|   | **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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