**Exhibit 10.2.1**

 

**AMENDMENT NO.1 TO AMENDED AND RESTATED INVESTORS’ AGREEMENT**

 

This Amendment(the “**Amendment**”)to the Amended and Restated Investors’ Agreement dated as of October 6, 2000 ismade as of December 31, 2001 among DeCrane Holdings Co. (“the “**Company**”)and DeCrane Aircraft Holdings, Inc. (“**Opco**” as, together with the Company, the “**Companies**”),the DLJ Entities (as defined therein), the DLJIP Entities (as defined therein),the Putnam Entities (as defined therein), and certain other Stockholders namedtherein.

 

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

 

WHEREAS, theCompanies, the DLJ Entities, the DLJIP Entities and the Putnam Entities areparties to the Amended and Restated Investors’ Agreement dated as of October 6,2000 (the “**Investors’ Agreement**”);

 

WHEREAS, the partieshereto desire to amend the Investors’ Agreement to allow the free transfer bythe DLJIP Entities of the Senior Preferred Stock (as defined in the Investors’Agreement);

 

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

 

Section 1*.  Definitions; References. *Unless otherwise specificallydefined herein, each term used herein which is defined in the Investors’Agreement shall 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 eachreference to “this Agreement” and each other similar reference contained in theInvestors’ Agreement shall from and after the date hereof refer to theInvestors’ Agreement as amended hereby.

 

Section 2*.  Amendment to Restrictions on Transfer. *Section 3.05(b) of the Investors’Agreement is amended by the addition of the words “and Senior Preferred Stock”after the words “Company Securities” and before the word “freely”.

 

Section 3*.  Amendment to Restrictions on Transfer. *Section 3.05(c) of the Investors’Agreement is amended by the addition of the words “and Senior Preferred Stock”after the words “Company Securities” and before the word “freely”.

 

Section 4*.  Governing Law. *This Amendment shall be governed by, and construed inaccordance with, the laws of the State of New York, without regard to theconflicts of laws rules of such state.

 

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Section 5*.  Counterparts; Effectiveness. *This Amendment may be executed inany number of counterparts, each of which shall be deemed to be an original,with the same effect as if the signatures thereto and hereto were upon the sameinstrument.  This Amendment shall becomeeffective when this Amendment or a counterpart hereto shall have been executedby the Company (with the approval of the board of directors of the Company) andStockholders holding at least 75% of the outstanding Shares, calculated on aFully Diluted basis.

 

Section 6*.  Effect of Amendment. *Except as expressly set forth herein,the amendments contained herein shall not constitute an amendment of any termor condition of the Investors’ 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 WITNESSWHEREOF, the parties hereto have caused this Agreement to be duly executed bytheir respective authorized officers as of the day and year first abovewritten.

 
|   | **DECRANE HOLDINGS  CO.**                    |
|--------|----------------------------------------------|
|   |                                         |   |
|   |                                         |   |
|   | By:                                          | /s/ RICHARD  J. KAPLAN |   |
|   |                                         | Name: | Richard J. Kaplan |
|   |                                         | Title: | Assistant Secretary |
|   |                                         |   |
|   | **DECRANE AIRCRAFT  HOLDINGS, INC.**         |
|   |                                         |   |
|   |                                         |   |
|   | By:                                          | /s/ RICHARD  J. KAPLAN |   |
|   |                                         | Name: | Richard J. Kaplan |
|   |                                         | Title: | Senior Vice President |
|   |                                         |   |
|   | **DLJ MERCHANT BANKING PARTNERS II, L.P.**   |
|   |                                         |   |
|   |                                         |   |
|   | By:                                          | DLJ MERCHANT BANKING II, INC. |   |
|   |                                         | Managing General Partner |
|   |                                         |   |
|   |                                         |   |
|   | By:                                          | /s/ MICHAEL  ISIKOW |   |
|   |                                         | Name: | Michael Isikow |
|   |                                         | Title: | Attorney in Fact |
|   |                                         |   |
|   | **DLJ MERCHANT BANKING PARTNERS II-A, L.P.** |
|   |                                         |   |
|   |                                         |   |
|   | By:                                          | DLJ MERCHANT BANKING II, INC. |
|   |                                         | Managing General Partner |
|   |                                         |   |
|   |                                         |   |
|   | By:                                          | /s/ MICHAEL  ISIKOW |   |
|   |                                         | Name: | Michael Isikow |
|   |                                         | Title: | Attorney in Fact |
|        |                                              |  |  |  |  |

 

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

 

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

 

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|   | **DLJ ESC II, L.P.**                  |
|--------|---------------------------------------|
|   |                                  |   |
|   |                                  |   |
|   | By:                                   | DLJ LBO PLANS MANAGEMENT |
|   |                                  | CORPORATION, |
|   |                                  | as General Partner |
|   |                                  |   |
|   |                                  |   |
|   | By:                                   | /s/ MICHAEL  ISIKOW |   |
|   |                                  | Name: | Michael Isikow |
|   |                                  | Title: | Attorney in Fact |
|   |                                  |   |
|   | **DLJ MILLENNIUM  PARTNERS-A, L.P.**  |
|   |                                  |   |
|   |                                  |   |
|   | By:                                   | DLJ MERCHANT BANKING II, INC., |
|   |                                  | Managing General Partner |
|   |                                  |   |
|   |                                  |   |
|   | By:                                   | /s/ MICHAEL  ISIKOW |   |
|   |                                  | Name: | Michael Isikow |
|   |                                  | Title: | Attorney in Fact |
|   |                                  |   |
|   | **DLJ INVESTMENT  PARTNERS II, L.P.** |
|   |                                  |   |
|   |                                  |   |
|   | By:                                   | DLJ INVESTMENT PARTNERS II, INC., |
|   |                                  | Managing General Partner |
|   |                                  |   |
|   |                                  |   |
|   | By:                                   | /s/ MICHAEL  ISIKOW |   |
|   |                                  | Name: | Michael Isikow |
|   |                                  | Title: | Attorney in Fact |
|   |                                  |   |
|   | **DLJ INVESTMENT  PARTNERS, L.P.**    |
|   |                                  |   |
|   |                                  |   |
|   | By:                                   | DLJ INVESTMENT PARTNERS, INC., |
|   |                                  | Managing General Partner |
|   |                                  |   |
|   |                                  |   |
|   | By:                                   | /s/ MICHAEL  ISIKOW |   |
|   |                                  | Name: | Michael Isikow |
|   |                                  | Title: | Attorney in Fact |
|        |                                       |  |  |  |  |

 

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|   | **DLJ INVESTMENT  FUNDING II, INC.**                         |
|--------|--------------------------------------------------------------|
|   |                                                         |   |
|   |                                                         |   |
|   | By:                                                          | /s/ MICHAEL  ISIKOW |   |
|   |                                                         | Name: | Michael Isikow |
|   |                                                         | Title: | Attorney in Fact |
|   |                                                         |
|   | **PUTNAM HIGH YIELD  TRUST**                                 |
|   | **PUTNAM FUNDS TRUST – PUTNAM****HIGH  YIELD TRUST II** |
|   | **PUTNAM HIGH YIELD ADVANTAGE  FUND**                        |
|   | **PUTNAM VARIABLE TRUST – PUTNAM  VT HIGH YIELD FUND**  |
|   | **PUTNAM STRATEGIC  INCOME FUND**                            |
|   | **PUTNAM DIVERSIFIED INCOME  TRUST**                         |
|   |                                                         |
|   |                                                         |
|   | By:                                                          | PUTNAM INVESTMENT  MANAGEMENT, INC. |
|   |                                                         |   |
|   |                                                         |   |
|   | By:                                                          | /s/ STEPHEN C. PEALHER |   |
|   |                                                         | Name: | Stephen C. Pealher |
|   |                                                         | Title: | Managing Director  Chief Investment Officer |
|        |                                                              |  |  |  |  |

 

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