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Exhibit 4.1.9  


 
 

SUPPLEMENTAL INDENTURE
  (DeCrane Cabin Interiors, LLC)    
    


        SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of June 17, 2003 among DeCrane Cabin
Interiors, LLC, a Delaware limited liability company ("Guarantor"), a subsidiary of DeCrane Aircraft Holdings, Inc. (or its permitted successor),
a Delaware corporation (the "Issuer"), the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as
trustee under the Indenture referred to below (the "Trustee"). 


W I T N E S S E T H 


        WHEREAS,
the Issuer has heretofore executed and delivered to the Trustee an indenture (the "Indenture"), dated as of October 5,
1998 providing for the issuance of an aggregate principal amount of up to $100.0 million of 12% Senior Subordinated Notes due 2008 (the "Notes"); 



        WHEREAS,
the Indenture provides that under certain circumstances Guarantor shall execute and deliver to the Trustee a supplemental indenture, pursuant to which Guarantor shall
unconditionally guarantee all of the Issuer's Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the "Note
Guarantee"); and 


        WHEREAS,
pursuant to Section 9.06 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. 


        NOW
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, Guarantor and the Trustee mutually covenant
and agree for the equal and ratable benefit of the Holders of the Notes as follows: 


        1.     CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the
Indenture. 


        2.     AGREEMENT TO GUARANTEE. The Guarantor hereby agrees as follows: 



        (a)   Along
with all Guarantors named in the Indenture, to jointly and severally Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the
Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of Issuer hereunder or thereunder, that: 



          (i)  the
principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the
overdue principal of and interest on the Notes, if any, is lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and 


         (ii)  in
case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed
for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. 




        (b)   The
obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the 



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recovery
of any judgment against Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. 



        (c)   The
following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any
right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever. 


        (d)   This
Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and the Indenture. 


        (e)   If
any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantor, or any Custodian, trustee, liquidator or other similar
official acting in relation to either the Issuer or the Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect. 


        (f)    The
Guarantor shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all
obligations guaranteed hereby. 


        (g)   As
between the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be
accelerated as provided in Article 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect
of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or
not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of this Note Guarantee. 


        (h)   The
Guarantor shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the
Holders under the Guarantee. 


        (i)    Pursuant
to Section 11.03 of the Indenture, after giving effect to any maximum amount and any other contingent and fixed liabilities that are relevant under any
applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under Article 11 of the Indenture shall result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent
transfer or conveyance. 




        3.    EXECUTION AND DELIVERY.    The Guarantor agrees that the Note Guarantees shall remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. 


        4.    GUARANTOR MAY CONSOLIDATE ETC. ON CERTAIN TERMS.    



        (a)   Guarantor
may not consolidate with or merge with or into (whether or not Guarantor is the surviving Person), another corporation, Person or entity whether or not
affiliated with Guarantor unless: 



          (i)  subject
to Section 5(a) hereof, the Person formed by or surviving any such consolidation or merger (if other than Guarantor) assumes all the obligations of
Guarantor pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes, the Indenture and the Registration Rights Agreement; 


         (ii)  immediately
after giving effect to such transaction, no Default or Event of Default exists; and 




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        (iii)  Issuer
would, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable
four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09 of the Indenture; 





provided that, the requirements of clause (iii) of this Section 4(a) will not apply in the case of a consolidation with or merger with or
into the Issuer or another Guarantor. 



        (b)   In
case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture executed and delivered to the
Trustee in the form of Exhibit E to the Indenture or otherwise satisfactory in form to the Trustee, of the Note Guarantee and the due and punctual performance of all of the covenants and
conditions of the Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a
Guarantor. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under the Indenture as the Note Guarantees theretofore and thereafter issued in accordance with
the terms of the Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. 


        (c)   Except
as set forth in Articles 4 and 5 of the Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in the Indenture or in any of
the Notes shall prevent any consolidation or merger of Guarantor with or into the Issuer or another Guarantor, or shall prevent any sale or conveyance of the property of Guarantor as an entirety or
substantially as an entirety to the Issuer or another Guarantor. 




        5.    RELEASES.    



        (a)   In
the event of a sale or other disposition of all of the assets of Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the
capital stock of Guarantor, Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the capital stock of Guarantor) or the corporation
acquiring the property (in the event of a sale or other disposition of all of the assets of Guarantor) will be released and relieved of any obligations under its Note Guarantee;  provided that the Net
Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the Indenture, including
without limitation Section 4.10 of the Indenture. Upon delivery by the Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other
disposition was made by the Issuer in accordance with the applicable provisions of the Indenture, including, without limitation, Section 4.10 of the Indenture, the Trustee shall execute any
documents reasonably required in order to evidence the release of Guarantor from its obligations under its Note Guarantee. 



        (b)   Any
Guarantor not released from its obligations under its Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the
other obligations of any Guarantor under the Indenture as provided in Article 11 of the Indenture. 




        6.    NO RECOURSE AGAINST OTHERS.    No past, present or future director, officer, employee, incorporator, stockholder
or agent of the Guarantor, as such, shall have any liability for any obligations of the Issuer or Guarantor under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for
any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are
part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Commission that such a waiver is
against public policy. 


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        7.    NEW YORK LAW TO GOVERN.    THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS
SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 


        8.    COUNTERPARTS.    The parties may sign any number of copies of this Supplemental Indenture. Each signed copy
shall be an original, but all of them together represent the same agreement. 


        9.    EFFECT OF HEADINGS.    The Section headings herein are for convenience only and shall not affect the
construction hereof. 


        10.    THE TRUSTEE.    The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity
or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by Guarantor and the Issuer. 



	Dated as of June 17, 2003	 	AUDIO INTERNATIONAL, INC.
	 	 	 	 
	 	 	BY:	/s/ Richard J. Kaplan
 Name:  Richard J. Kaplan

Title:    Chief Financial Officer
	 	 	 	 
	 	 	CARL F. BOOTH & CO., LLC
	 	 	 	 
	 	 	BY:	/s/ Richard J. Kaplan
 Name:  Richard J. Kaplan

Title:    Chief Financial Officer
	 	 	 	 
	 	 	CUSTOM WOODWORK & PLASTICS, LLC
	 	 	 	 
	 	 	BY:	/s/ Richard J. Kaplan
 Name:  Richard J. Kaplan

Title:    Chief Financial Officer
	 	 	 	 
	 	 	DAH-IP HOLDINGS, INC.
	 	 	 	 
	 	 	BY:	/s/ Richard J. Kaplan
 Name:  Richard J. Kaplan

Title:    Chief Financial Officer
	 	 	 	 
	 	 	DAH-IP INFINITY, INC.
	 	 	 	 
	 	 	BY:	/s/ Richard J. Kaplan
 Name:  Richard J. Kaplan

Title:    Chief Financial Officer
	 	 	 	 
	 	 	 	 



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	 	 	DECRANE AIRCRAFT FURNITURE CO., L.P.

a Texas limited partnership,
	 	 	By:	DAH-IP Holdings, Inc., a Delaware

corporation, its general partner
	 	 	 	 
	 	 	BY:	/s/ Richard J. Kaplan
 Name:  Richard J. Kaplan

Title:    Chief Financial Officer
	 	 	 	 
	 	 	DECRANE AIRCRAFT SEATING COMPANY, INC.
	 	 	 	 
	 	 	BY:	/s/ Richard J. Kaplan
 Name:  Richard J. Kaplan

Title:    Chief Financial Officer
	 	 	 	 
	 	 	DECRANE CABIN INTERIORS, LLC
	 	 	 	 
	 	 	BY:	/s/ Richard J. Kaplan
 Name:  Richard J. Kaplan

Title:    Chief Financial Officer
	 	 	 	 
	 	 	HOLLINGSEAD INTERNATIONAL, INC.
	 	 	 	 
	 	 	BY:	/s/ Richard J. Kaplan
 Name:  Richard J. Kaplan

Title:    Chief Financial Officer
	 	 	 	 
	 	 	PATS, INC.
	 	 	 	 
	 	 	BY:	/s/ Richard J. Kaplan
 Name:  Richard J. Kaplan

Title:    Chief Financial Officer
	 	 	 	 
	 	 	PCI NEWCO, INC.

A Kansas Corporation
	 	 	 	 
	 	 	BY:	/s/ Richard J. Kaplan
 Name:  Richard J. Kaplan

Title:    Chief Financial Officer
	 	 	 	 
	 	 	PPI HOLDINGS, INC.
	 	 	 	 
	 	 	BY:	/s/ Richard J. Kaplan
 Name:  Richard J. Kaplan

Title:    Chief Financial Officer
	 	 	 	 
	 	 	 	 





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	 	 	PRECISION PATTERN, INC.
	 	 	 	 
	 	 	BY:	/s/ Richard J. Kaplan
 Name:  Richard J. Kaplan

Title:    Chief Financial Officer
	 	 	 	 
	 	 	THE INFINITY PARTNERS, LTD.

a Texas limited partnership,
	 	 	By:	DAH-IP Holdings, Inc., a Delaware corporation, its general partner
	 	 	 	 
	 	 	BY:	/s/ Richard J. Kaplan
 Name:  Richard J. Kaplan

Title:    Chief Financial Officer
	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION
	 	 	 	 
	 	 	 	 
	 	 	BY:	    
 Name:

Title:




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SUPPLEMENTAL INDENTURE (DeCrane Cabin Interiors, LLC)