**Exhibit 10.10.7**

** **

**DECRANE AIRCRAFT HOLDINGS, INC.**

 

**FOURTHAMENDMENTTO THIRD AMENDED AND RESTATED CREDIT AGREEMENT**

 

This **FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDITAGREEMENT** (this “**Amendment**”) is dated as of December 10,2003 and entered into by and among DeCrane Aircraft Holdings, Inc., a Delawarecorporation (“**Company**”), the financial institutions listed on the signaturepages hereof (“**Lenders**”), Credit Suisse First Boston (successor to DLJCapital Funding, Inc.), as syndication agent for Lenders (in such capacity, “**SyndicationAgent**”) and as administrative agent for Lenders (in such capacity, “**AdministrativeAgent**”), and is made with reference to that certain Third Amendedand Restated Credit Agreement, dated as of May 11, 2000, as amended by a FirstAmendment to Third Amended and Restated Credit Agreement, dated as ofJune 30, 2000, as further amended by an Increased Commitments Agreement toThird Amended and Restated Credit Agreement, dated as of April 27, 2001, asfurther amended by a Second Amendment to Third Amended and Restated CreditAgreement dated as of March 19, 2002 and as further amended by a ThirdAmendment to Third Amended and Restated Credit Agreement dated as of March 31,2003 (the “**Credit Agreement**”), by and among Company, the lenders listedon the signature pages thereof, Syndication Agent and AdministrativeAgent.  Capitalized terms used hereinwithout definition shall have the same meanings herein as set forth in theCredit Agreement.

** **

**RECITALS**

 

**WHEREAS**, Company andLenders desire to amend the Credit Agreement to (i) extend the Revolving LoanCommitment Termination Date, (ii) extend the scheduled repayment dates of theTerm Loans, (iii) modify the financial covenants in certain respects, (iv)increase the commitment fees payable by Company with respect to the RevolvingLoans, and (v) make certain other amendments as set forth below;

 

**NOW,THEREFORE,**in consideration of the premises and the agreements,provisions and covenants herein contained, the parties hereto agree as follows:

 

**Section1**.   **AMENDMENTS TO THE CREDIT AGREEMENT**

** **

**1.1**       **Amendments to Section 1: Definitions**

 

A.                                   Subsection 1.1 ofthe Credit Agreement is hereby amended by adding thereto the followingdefinitions, which shall be inserted in proper alphabetical order:

 

**“Net BankDebt”** means, at any date, the outstanding principal amount of all Loans andLetters of Credit less Cash and Cash Equivalents held by Company and itsSubsidiaries, in each case at such date.

** **

**“Net Bank Debt Ratio”**means, at the end of anyFiscal Quarter, subject to subsection 1.2(b), the ratio of (a) Net BankDebt as of the last day of such Fiscal Quarter to

 

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(b) Consolidated EBITDA forthe consecutive four Fiscal Quarters ending on the last day of such FiscalQuarter.

 

**“SecondLien Facility Closing Date”**means the date that Companyreceives Net Securities Proceeds aggregating at least $70,000,000 from theissuance of Permitted Indebtedness and the conditions to the issuance ofPermitted Indebtedness required by this Agreement and any amendment theretohave been satisfied.

 

B.                                     Subsection 1.1 ofthe Credit Agreement is further amended by adding, in the definition of theterm “Change of Control”, (1) the phrase, “Liens described in subsection7.2A(xi)” after the phrase “Liens created under the Loan Documents” in clause(i) thereof and (2) the phrase “or Permitted Indebtedness” after the phrase“any Subordinated Indebtedness” in clause (iv) thereof.”

 

C.                                     Subsection 1.1 ofthe Credit Agreement is further amended by (a) deleting “the PermittedIndebtedness or” in clause (i) of the definition of “Intercreditor Agreement,”and (b) deleting clause (ii) in the definition of “Intercreditor Agreement” inits entirety and substituting the following therefor:

 

“(ii) no Holder of Permitted Indebtedness may take any action asDesignated Senior Indebtedness under the Senior Subordinated Note Indenture,unless the Obligations and any refinancing of the Obligations (provided anysuch refinancing is secured by a First Priority Lien on the Collateral) havebeen paid in full in cash, all Letters of Credit have expired or beensurrendered to Issuing Lender or cash collateralized in a manner satisfactoryto Syndication Agent and the Revolving Loan Commitments have been terminated;”

 

D.                                    Subsection 1.1 ofthe Credit Agreement is further amended by deleting the definition of “IssuingLender” in its entirety and substituting the following therefor:

 

**“IssuingLender”**means any Lender that at the request of Companyagrees to issue a Letter of Credit pursuant to subsection 3.1(B)(ii) and, forpurposes of that certain Letter of Credit issued for the benefit of RoyalIndemnity Company on behalf of itself and its affiliated companies in the faceamount of $400,000, Bank One NA, until such Letter of Credit is surrendered orexpires.

 

E.                                      Subsection 1.1of the Credit Agreement is further amended by replacing the term “FirstChicago” with “DLJ” each time such term appears in the definitions of“Corporate Base Rate,” “Eurodollar Base Rate,” and “Swing Line Lender,” and bydeleting the definition of “First Chicago.”

 

F.                                      Subsection 1.1 ofthe Credit Agreement is further amended, effective upon the Second LienFacility Closing Date, by deleting the definition of “Working Capital LoanCommitment Termination Date”.

 

G.                                     Subsection 1.1 ofthe Credit Agreement is further amended, effective upon the Second LienFacility Closing Date, by deleting the definitions of “Permitted

 

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Indebtedness,” “Revolving Loan Commitment Termination Date” and“Subdebt Reduction Event” and replacing them with the following:

** **

**“PermittedIndebtedness”** means up to$100,000,000 in aggregate principal amount of Indebtedness (plus any amountspaid in kind or otherwise accreted to the original principal amount to satisfyinterest obligations) which (a) shall (i) provide for no scheduled redemptions,scheduled prepayments (excluding requirements to prepay or purchase upon assetsales, change of control events, equity contributions and other similarprepayment events and excluding any requirement to prepay upon anacceleration), sinking fund installment payments or maturities prior to June30, 2008 and (ii) not bear cash interest in excess of 12% per annum or, withrespect to up to $10,000,000 of such Permitted Indebtedness, a floating rateequal to either (1) 8.5% per annum plus a rate based on applicableEurodollar rates or (2) 7.5% per annum plus a rate based on the primerate of the agent for such Permitted Indebtedness, (b) may be secured by Lienson all or a portion of the Collateral, subject to an Intercreditor Agreement,and (c) shall be issued pursuant to documentation containing covenants,defaults, remedies and other material terms in form and substance satisfactoryto Syndication Agent.

** **

**“Revolving Loan Commitment Termination Date”** means March31, 2006.

** **

**“Subdebt Reduction Event”** means the first issuanceafter April 1, 2003 of Permitted Indebtedness (other than PermittedIndebtedness issued on the Second Lien Facility Closing Date) in a principalamount equal to or greater than $50 million.

** **

**1.2**       **Amendment to Subsection 1.2:  Accounting Terms; Utilization of GAAP for Purposes ofCalculations under Agreement.**

 

Subsection 1.2(b) of the CreditAgreement is hereby amended, effective upon the Second Lien Facility ClosingDate, by inserting “, Net Bank Debt Ratio” after “Consolidated Leverage Ratio.”

** **

**1.3**       **Amendment to Subsection 2.1:  Commitments; Making of Loans; Notes.**

 

Subsection 2.1A(iii) is hereby amended toread in full as follows:

 

(iii)                               “RevolvingLoans.  Each Revolving Lenderseverally agrees, subject to the limitations set forth below with respect tothe maximum amount of Revolving Loans permitted to be outstanding from time totime, to lend to Company from time to time during the period from the SecondAmendment Closing Date to but excluding the Revolving Loan CommitmentTermination Date an aggregate amount not exceeding its Pro Rata Share of theaggregate amount of the Revolving Loan Commitments to be used for the purposesidentified in subsection 2.5B.  As ofDecember 10, 2003, the aggregate amount of the Revolving Loan Commitments is$40,000,000, and, on the Second Lien Facility Closing Date the aggregate amountof the Revolving Loan Commitments shall be reduced to $24,000,000; providedthat the Revolving Loan Commitments of the Revolving Lenders shall be adjustedto give effect to any assignments of the Revolving Loan Commitments pursuant tosubsection

 

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10.1B; and providedfurther that the amount of theRevolving Loan Commitments shall be reduced from time to time by the amount ofany reductions thereto made pursuant to subsection 2.4B(ii).  Each Revolving Lender’s Revolving LoanCommitment shall expire on the Revolving Loan Commitment Termination Date andall Revolving Loans and all other amounts owed hereunder with respect to theRevolving Loans and the Revolving Loan Commitments shall be paid in full nolater than that date.  Amounts borrowedunder this subsection 2.1A(iii) may be repaid and, at any time to but excludingthe Revolving Loan Commitment Termination Date, reborrowed.

 

Anything contained in this Agreement to the contrary notwithstanding,in no event shall the Total Utilization of Revolving Loan Commitments at anytime exceed the Revolving Loan Commitments then in effect.”

** **

**1.4**       **Amendment to Subsection 2.2:  Interest on the Loans.**

 

Subsection2.2B(v) is hereby amended to read in full as follows effective on the SecondLien Facility Closing Date:

 

“(v)                           no InterestPeriod with respect to any portion of the Tranche A Term Loans shall extendbeyond March 31, 2006, no Interest Period with respect to any portion ofthe Tranche B Term Loans shall extend beyond March 31, 2007, no InterestPeriod with respect to any portion of the Tranche D Term Loans shall extendbeyond December 31, 2007 and no Interest Period with respect to any portion ofthe Revolving Loans shall extend beyond the Revolving Loan CommitmentTermination Date;”

** **

**1.5**       **Amendment to Subsection 2.3:  Fees**

 

Subsection 2.3A is hereby amended to read infull as follows:

 

“**A**.                              **Commitment Fees. **Company agreesto pay to Administrative Agent, for distribution to each Revolving Lender inproportion to that Lender’s Pro Rata Share of the Revolving Loan Commitments,commitment fees for each day during the period from and including the SecondLien Facility Closing Date to and excluding the Revolving Loan CommitmentTermination Date (or, if earlier, the date of termination of the Revolving LoanCommitments in their entirety) on the excess on such day of the Revolving LoanCommitments over the sum of (i) the aggregate principal amount of outstandingRevolving Loans on such day plus (ii) the Letter of Credit Usage (but notincluding any outstanding Swing Line Loans) on such day at a rate per annumequal to the commitment fee percentage set forth below opposite theConsolidated Leverage Ratio as set forth in the most recent MarginDetermination Certificate delivered pursuant to subsection 6.1(iv), dependingon utilization of the Revolving Loan Commitments (i.e., if the Total Utilizationof Revolving Loan Commitments exceeds 50% of the Revolving Loan Commitments asof any date, the commitment fee percentage will be the lower of the two ratesper annum set forth below opposite the relevant Consolidated Leverage Ratio):

 

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|                                                        |   | **Revolving  Loan  Commitment Fee Percentage** |   |
|-------------------------------------------------------------|--------|------------------------------------------------|--------|
| **Consolidated Leverage Ratio**                             |   | **Utilization  Less Than or Equal  to 50%**    |   | **Utilization  Greater Than  50%** |   |
|                                                        |   |                                           |   |   |   |
| Greater than or equal to 5.00:1.00                          |   | 1.50                                           | %      | 1.25 | % |
|                                                        |   |                                           |   |   |   |
| Greater than or equal to 4.00:1.00 but less  than 5.00:1.00 |   | 1.375                                          | %      | 1.125 | % |
|                                                        |   |                                           |   |   |   |
| Greater than or equal to 3.00:1.00 but less  than 4.00:1.00 |   | 1.30                                           | %      | 1.05 | % |
|                                                        |   |                                           |   |   |   |
| Less than 3.00:1.00                                         |   | 1.25                                           | %      | 1.00 | % |

 

such commitment fees to becalculated on the basis of a 360-day year and the actual number of days elapsedand to be payable quarterly in arrears on each Quarterly Date of each year,commencing on the first such date to occur after the Second Lien FacilityClosing Date, and on the Revolving Loan Commitment Termination Date.  Changes in the applicable commitment feerate for Revolving Loan Commitments resulting from a change in the ConsolidatedLeverage Ratio shall become effective as provided in subsection 2.3C. In theevent that Company fails to deliver a Margin Determination Certificate timelyin accordance with the provisions of subsection 6.1(iv), from the time suchMargin Determination Certificate was required to be delivered until such dateas such a Margin Determination Certificate is actually delivered, theapplicable commitment fee percentage shall be the maximum percentage amount setforth above per annum.  Commitment Feesfor periods prior to the Second Lien Facility Closing Date shall accrue asprovided in this Agreement as in effect prior to the Second Lien FacilityClosing Date.”

** **

**1.6**       **Amendments to Subsection 2.4:  Repayments, Prepayments and Reductions inLoan Commitments; General Provisions Regarding Payments**

 

A.                                   Subsection 2.4A ofthe Credit Agreement is amended to read as follows, effective upon the SecondLien Facility Closing Date:

** **

**“A.**                             **Scheduled Payments of Tranche ATerm Loans, Tranche B Term Loans and Tranche D Term Loans.**

 

(i)                                     Scheduled Payments ofTranche A Term Loans.  As ofDecember 10, 2003, giving effect to prepayments and repayments made by Companyon or prior to such date, the outstanding principal amount of the Tranche ATerm Loans is $11,508,141.  After givingeffect to the mandatory prepayment required by reason of the issuance ofPermitted Indebtedness on the Second Lien Facility Closing Date, theoutstanding principal amount of the Tranche A Term Loans will be$6,904,885.  After the Second LienFacility Closing Date, Company shall make principal payments on

 

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the Tranche A Term Loans oneach of the following dates in the aggregate amount set forth opposite suchdate in the table set forth below:

 
| **Scheduled Repayment Date** |   | **Scheduled  Repayment  of Tranche A Term Loans** |      |
|------------------------------|--------|---------------------------------------------------|-----------|
| December 31, 2005            |   | $                                                 | 2,639,260 |   |
| March 31, 2006               |   | $                                                 | 4,265,625 |   |
| Total                        |   | $                                                 | 6,904,885 |   |

 

; provided that the scheduled installments of principal of theTranche A Term Loans set forth above shall be reduced by an amount equal to theaggregate principal amount of any voluntary or mandatory prepayments of theTranche A Term Loans in accordance with subsection 2.4B(iv); and provided,further that the Tranche A Term Loans and all other amounts owedhereunder with respect to the Tranche A Term Loans shall be paid in full nolater than March 31, 2006, and the final installment payable by Company inrespect of the Tranche A Term Loans on such date shall be in an amount, if suchamount is different from that specified above, sufficient to repay all amountsowing by Company under this Agreement with respect to the Tranche A Term Loans.

 

(ii)                                  Scheduled Payments ofTranche B Term Loans.  As ofDecember 10, 2003, giving effect to prepayments and repayments made by Companyon or prior to such date, the outstanding principal amount of the Tranche BTerm Loans is $66,515,769.  After givingeffect to the mandatory prepayment required by reason of the issuance ofPermitted Indebtedness on the Second Lien Facility Closing Date, theoutstanding principal amount of the Tranche B Term Loans will be$39,909,461.  After the Second LienFacility Closing Date, Company shall make principal payments on the Tranche BTerm Loans on each of the following dates in the aggregate amount set forthopposite such date in the table set forth below: 

 
| **Scheduled Repayment Date** |   | **Scheduled  Repayment  of Tranche B Term Loans** |       |
|------------------------------|--------|---------------------------------------------------|------------|
| December 31, 2006            |   | $                                                 | 8,084,461  |   |
| March 31, 2007               |   | $                                                 | 31,825,000 |   |
| Total                        |   | $                                                 | 39,909,461 |   |

 

; provided that the scheduled installments of principal of theTranche B Term Loans set forth above shall be reduced by an amount equal to theaggregate principal amount of any voluntary or mandatory prepayments of theTranche B Term Loans in accordance with subsection 2.4B(iv); and provided,further that the Tranche B Term

 

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Loans and all other amounts owed hereunder with respect to the TrancheB Term Loans shall be paid in full no later than March 31, 2007, and the finalinstallment payable by Company in respect of the Tranche B Term Loans on suchdate shall be in an amount, if such amount is different from that specifiedabove, sufficient to repay all amounts owing by Company under this Agreementwith respect to the Tranche B Term Loans.

 

(iii)                               Scheduled Payments ofTranche D Term Loans.  As ofDecember 10,  2003, giving effect toprepayments and repayments made by Company on or prior to such date, theoutstanding principal amount of the Tranche D Term Loans is $56,177,729.  After giving effect to the mandatoryprepayment required by reason of the issuance of Permitted Indebtedness on theSecond Lien Facility Closing Date, the outstanding principal amount of theTranche D Term Loans will be $33,706,637. After the Second Lien Facility Closing Date, Company shall makeprincipal payments on the Tranche D Term Loans on each of the following datesin the aggregate amount set forth opposite such date in the table set forthbelow:

 
| **Scheduled Repayment Date** |   | **Scheduled  Repayment  of Tranche D Term Loans** |       |
|------------------------------|--------|---------------------------------------------------|------------|
| September 30, 2007           |   | $                                                 | 7,173,825  |   |
| December 31, 2007            |   | $                                                 | 26,532,812 |   |
| Total                        |   | $                                                 | 33,706,637 |   |

 

; provided that the scheduled installments of principal of theTranche D Term Loans set forth above shall be reduced by an amount equal to theaggregate principal amount of any voluntary or mandatory prepayments of theTranche D Term Loans in accordance with subsection 2.4B(iv); and provided,further that the Tranche D Term Loans and all other amounts owedhereunder with respect to the Tranche D Term Loans shall be paid in full nolater than December 31, 2007 and the final installment payable by Company inrespect of the Tranche D Term Loans on such date shall be in an amount, if suchamount is different from that specified above, sufficient to repay all amountsowing by Company under this Agreement with respect to the Tranche D TermLoans.”

 

B.                                     Subsection2.4B(iii)(c) of the Credit Agreement is hereby amended by deleting the lastproviso thereof and substituting the following therefor:

 

“; provided further that,notwithstanding the foregoing, the Net Securities Proceeds from the issuance ofany Permitted Indebtedness shall be applied to the prepayment of Loans asprovided in subsection 2.4B(iv)(b) no later than the first Business Dayfollowing receipt thereof.”

 

C.                                     Subsection2.4B(iv)(b) of the Credit Agreement is hereby amended by adding at the endthereof a further proviso as follows:

 

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“; provided further that,notwithstanding the foregoing, (i) of the Net Securities Proceeds from theissuance of Permitted Indebtedness on the Second Lien Facility Closing Date,$53,680,656 shall be applied to the prepayment of the Term Loans as provided insubsection 2.4B(iv)(c) and up to 100% of the remaining Net Securities Proceedsshall be applied to the prepayment of the Revolving Loans to the extent of suchoutstanding Revolving Loans, and (ii) 50% of the Net Securities Proceeds fromthe issuance of any Permitted Indebtedness after the Second Lien FacilityClosing Date shall be applied to the prepayment of the Loans as provided insubsection 2.4B(iv)(c), and the balance, in each case, may be retained byCompany for general corporate purposes.”

** **

**1.7**       **Amendments to Section 3:  Letters of Credit**  

 

A.                                   Subsection 3.1A(iii)of the Credit Agreement is hereby amended by adding at the end thereof afurther proviso as follows:

 

“providedfurther that nothing in thisclause (iii) shall obligate Bank One NA, as Issuing Lender, to extend thatcertain Letter of Credit issued for the benefit of Royal Indemnity Company inthe face amount of $400,000 beyond December 31, 2003, the scheduled expirationof such Letter of Credit.”

 

B.                                     Subsection3.1.B(ii) of the Credit Agreement is hereby amended to read as follows:

 

“(ii)                            Issuing Lender.  Company may request any Lender to issue a Letter ofCredit.  If such Lender agrees to issuesuch Letter of Credit, such Lender shall promptly notify Company andAdministrative Agent that it has elected to issue such Letter of Credit andsuch Lender shall thereafter be the Issuing Lender of such Letter of Credit.”

 

**1.8**       **Amendment to Section 6:  Company’s Affirmative Covenants**

 

Subsection 6.5 of the Credit Agreement ishereby amended by adding the following phrase at the end of the first sentencethereof:  “unless otherwise consented toby Company”.

** **

**1.9**       **Amendments to Section 7:  Company’s Negative Covenants**

 

A.                                   Subsection 7.2C ofthe Credit Agreement is hereby amended by inserting “and, with respect solelyto clauses (ii) and (iii) below, any Indebtedness incurred in reliance onSection 7.1(x)” at the end of clause (y) after “(viii)”.

 

B.                                     Subsection 7.3(xi)of the Credit Agreement is hereby amended to read as follows:

 

“(xi)                          Company and itsSubsidiaries may (x) continue to own Investments in the form of loans madeprior to the Second Lien Facility Closing Date to officers, directors andemployees of the Company and its

 

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Subsidiaries for the sole purpose of purchasing common stock of Parent(or purchases of such loans made by others) and (y) make and own Investments inthe form of loans to Global Technology Partners in an aggregate principal amountnot to exceed $1,000,000 for the sole purpose of purchasing common stock ofParent;

 

C.                                     Subsection7.3(xiii) of the Credit Agreement is hereby amended by replacing “$10,000,000”with “5,000,000” and adding at the end thereof a proviso as follows:

 

“; provided that such Investments are withrespect to businesses similar or related to the businesses engaged in byCompany and its Subsidiaries.”

 

D.                                    Subsection 7.5 ofthe Credit Agreement is hereby amended by deleting the text of clauses (ii) and(iv).

 

E.                                      Subsection 7.6Aof the Credit Agreement is hereby amended by adding after the table at the endthereof the following:

 

“; provided further that, notwithstanding theforegoing, effective upon the Second Lien Facility Closing Date, theimmediately preceding table shall be amended in its entirety for all periodsfrom and including the Fourth Fiscal Quarter 2003, as follows:

 
| **Period**                              |   | **Minimum  Fixed Charge  Coverage Ratio** |    |
|-----------------------------------------|--------|-------------------------------------------|---------|
| 4th Fiscal Quarter, 2003                |   | .70                                       | x       |
| 1st Fiscal Quarter, 2004                |   | .75                                       | x       |
| 2nd Fiscal Quarter, 2004                |   | .70                                       | x       |
| 3rd Fiscal Quarter, 2004                |   | .70                                       | x       |
| 4th Fiscal Quarter, 2004                |   | .75                                       | x       |
| 1st Fiscal Quarter, 2005                |   | .85                                       | x       |
| 2nd Fiscal Quarter, 2005                |   | .90                                       | x       |
| 3rd Fiscal Quarter, 2005                |   | .90                                       | x       |
| 4th Fiscal Quarter, 2005                |   | .80                                       | x       |
| 1st Fiscal Quarter, 2006                |   | .80                                       | x       |
| 2nd Fiscal Quarter, 2006                |   | .80                                       | x       |
| 3rd Fiscal Quarter, 2006                |   | .75                                       | x       |
| 4th Fiscal Quarter, 2006 and thereafter |   | .75                                       | x” |

 

F.                                      Subsection 7.6Bof the Credit Agreement is hereby amended to read in full as follows, effectiveupon the Second Lien Facility Closing Date:

** **

**“B.**                             **Maximum Net Bank Debt Ratio**.  Company shall not permit the Net Bank DebtRatio as of the last day of any Fiscal Quarter, beginning with the FourthFiscal Quarter 2003 (or if the Second Lien Facility Closing Date occurs afterthe Fourth Fiscal Quarter 2003, the first Fiscal Quarter ended on or after theSecond Lien

 

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Facility Closing Date),occurring during any period set forth below to exceed the correlative ratioindicated:

 
| **Period**                              |   | **Minimum  Fixed Charge  Coverage Ratio** |    |
|-----------------------------------------|--------|-------------------------------------------|---------|
| 4th Fiscal Quarter, 2003                |   | 3.45                                      | x       |
| 1st Fiscal Quarter, 2004                |   | 3.60                                      | x       |
| 2nd Fiscal Quarter, 2004                |   | 3.75                                      | x       |
| 3rd Fiscal Quarter, 2004                |   | 3.85                                      | x       |
| 4th Fiscal Quarter, 2004                |   | 3.30                                      | x       |
| 1st Fiscal Quarter, 2005                |   | 3.15                                      | x       |
| 2nd Fiscal Quarter, 2005                |   | 2.95                                      | x       |
| 3rd Fiscal Quarter, 2005                |   | 2.90                                      | x       |
| 4th Fiscal Quarter, 2005                |   | 2.80                                      | x       |
| 1st Fiscal Quarter, 2006                |   | 2.65                                      | x       |
| 2nd Fiscal Quarter, 2006                |   | 2.55                                      | x       |
| 3rd Fiscal Quarter, 2006                |   | 2.45                                      | x       |
| 4th Fiscal Quarter, 2006 and thereafter |   | 2.35                                      | x” |

 

G.                                     Subsection 7.6C ofthe Credit Agreement is hereby amended by adding after the table at the endthereof the following:

 

“; provided further that, notwithstanding theforegoing, effective upon the Second Lien Facility Closing Date, theimmediately preceding table shall be amended in its entirety for all periodsfrom and including the Fourth Fiscal Quarter 2003 (or if the Second LienFacility Closing Date occurs after the Fourth Fiscal Quarter 2003, from andincluding the first Fiscal Quarter ended on or after the Second Lien FacilityClosing Date), as follows:

 
| **Quarter Ended**                       |   | **Minimum  EBITDA Amount** |       |
|-----------------------------------------|--------|----------------------------|------------|
| 4th Fiscal Quarter, 2003                |   | $                          | 24,000,000 |   |
| 1st Fiscal Quarter, 2004                |   | 24,600,000                 |       |
| 2nd Fiscal Quarter, 2004                |   | 23,900,000                 |       |
| 3rd Fiscal Quarter, 2004                |   | 24,200,000                 |       |
| 4th Fiscal Quarter, 2004                |   | 26,400,000                 |       |
| 1st Fiscal Quarter, 2005                |   | 29,000,000                 |       |
| 2nd Fiscal Quarter, 2005                |   | 30,600,000                 |       |
| 3rd Fiscal Quarter, 2005                |   | 32,400,000                 |       |
| 4th Fiscal Quarter, 2005                |   | 32,300,000                 |       |
| 1st Fiscal Quarter, 2006                |   | 33,800,000                 |       |
| 2nd Fiscal Quarter, 2006                |   | 35,300,000                 |       |
| 3rd Fiscal Quarter, 2006                |   | 36,800,000                 |       |
| 4th Fiscal Quarter, 2006 and thereafter |   | 38,200,000”           |       |
|                                         |        |                            |            |  |

 

H.                                    Subsection 7.6D ofthe Credit Agreement is hereby amended by adding after the table at the endthereof the following:

 

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“; provided further that, notwithstanding theforegoing, effective upon the Second Lien Facility Closing Date, theimmediately preceding table shall be amended in its entirety for all periodsfrom and including the Fourth Fiscal Quarter 2003 (or if the Second Lien FacilityClosing Date occurs after the Fourth Fiscal Quarter 2003, from and includingthe first Fiscal Quarter ended on or after the Second Lien Facility ClosingDate), as follows:

 
| **Period**                              |   | **Minimum  Interest  Coverage Ratio** |   |
|-----------------------------------------|--------|---------------------------------------|--------|
| 4th Fiscal Quarter, 2003                |   | 1.00                                  | x      |
| 1st Fiscal Quarter, 2004                |   | .95                                   | x      |
| 2nd Fiscal Quarter, 2004                |   | .90                                   | x      |
| 3rd Fiscal Quarter, 2004                |   | .85                                   | x      |
| 4th Fiscal Quarter, 2004                |   | .90                                   | x      |
| 1st Fiscal Quarter, 2005                |   | .95                                   | x      |
| 2nd Fiscal Quarter, 2005                |   | 1.00                                  | x      |
| 3rd Fiscal Quarter, 2005                |   | 1.05                                  | x      |
| 4th Fiscal Quarter, 2005                |   | 1.05                                  | x      |
| 1st Fiscal Quarter, 2006                |   | 1.05                                  | x      |
| 2nd Fiscal Quarter, 2006                |   | 1.10                                  |   |
| 3rd Fiscal Quarter, 2006                |   | 1.15                                  |   |
| 4th Fiscal Quarter, 2006                |   | 1.15                                  |   |
| 1st Fiscal Quarter, 2007 and thereafter |   | 1.20                                  | ” |

 

I.                                         Subsection7.6E of the Credit Agreement is hereby amended by adding after the table at theend thereof the following:

“; provided further that, notwithstanding theforegoing, effective upon the Second Lien Facility Closing Date, theimmediately preceding table shall be amended in its entirety for all periodsfrom and including the Fourth Fiscal Quarter 2003 (or if the Second LienFacility Closing Date occurs after the Fourth Fiscal Quarter 2003, from andincluding the first Fiscal Quarter ended on or after the Second Lien FacilityClosing Date), as follows:

 
| **Period**               |   | **Maximum  Net Senior Debt  Ratio** |   |
|--------------------------|--------|-------------------------------------|--------|
| 4th Fiscal Quarter 2003  |   | 7.10                                | x      |
| 1st Fiscal Quarter, 2004 |   | 7.20                                | x      |
| 2nd Fiscal Quarter, 2004 |   | 7.50                                | x      |
| 3rd Fiscal Quarter, 2004 |   | 7.55                                | x      |
| 4th Fiscal Quarter, 2004 |   | 6.70                                | x      |
| 1st Fiscal Quarter, 2005 |   | 6.25                                | x      |
| 2nd Fiscal Quarter, 2005 |   | 5.90                                | x      |
| 3rd Fiscal Quarter, 2005 |   | 5.70                                | x      |
| 4th Fiscal Quarter, 2005 |   | 5.65                                | x      |
| 1st Fiscal Quarter, 2006 |   | 5.40                                | x      |

 

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| **Period**                              |   | **Maximum  Net Senior Debt  Ratio** |    |
|-----------------------------------------|--------|-------------------------------------|---------|
| 2nd Fiscal Quarter, 2006                |   | 5.20                                | x       |
| 3rd Fiscal Quarter, 2006                |   | 5.00                                | x       |
| 4th Fiscal Quarter, 2006 and thereafter |   | 4.75                                | x" |

 

J.                                        Subsection7.7(xii) of the Credit Agreement is hereby amended by replacing “75%” in clause(y) with “90%”.

 

K.                                    Subsection 7.12 ofthe Credit Agreement is hereby amended by replacing “10%” with “5%”, inserting“consistent with past practice” at the end of clauses (ii) and (v) thereof andinserting “or any Intercreditor Agreement” at the end of clause (ix) thereof.

 

 

L.                                      Subsection 7.15Cof the Credit Agreement is hereby amended by inserting “(other than anyPermitted Indebtedness issued on the Second Lien Facility Closing Date)” after“Indebtedness.”

 

M.                                 Subsection 7.15 of theCredit Agreement is hereby amended by adding at the end thereof a newsubparagraph D as follows:

 

“D.                              Company shall not, and shallnot permit any of its Subsidiaries to, amend or otherwise change the terms ofany Permitted Indebtedness, or make any amendment thereof or change thereto, ifthe effect of such amendment or change is to increase the interest rate or feeson such Permitted Indebtedness, increase the cash component of interestpayments, change (to earlier dates) any dates upon which payments of principalor interest are due thereon, change any event of default or condition to anevent of default with respect thereto (other than to eliminate any such eventof default or increase any grace period related thereto), change theredemption, prepayment or defeasance provisions thereof, change thesubordination provisions thereof (or of any guaranty thereof), or change anycollateral therefor (other than to release such collateral or add collateral asto which a First Priority Lien has been granted to Administrative Agent for thebenefit of Lenders), or if the effect of such amendment or change, togetherwith all other amendments or changes made, is to increase materially theobligations of the obligor thereunder to the detriment of Lenders or to conferany additional rights on the holders of such Permitted Indebtedness (or atrustee or other representative on their behalf) which would be adverse toLenders.”

** **

**1.10**                        **Amendment to Section 9.3:  Successor Agents and Swing Line Lender.**  Subsection 9.3B of the Credit Agreement ishereby amended by deleting “First Chicago” and by inserting “DLJ” in lieuthereof.

 

12

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**Section 2.   ****CONDITIONSTO EFFECTIVENESS; SECOND LIEN FACILITY CLOSING DATE**

 

A.                                   Section 1 of thisAmendment shall become effective only upon the satisfaction of all of thefollowing conditions precedent and the conditions set forth in Section 5Ehereof (the date of satisfaction of such conditions being referred to herein asthe “**FourthAmendment Effective Date**”); provided that, certain provisions ofSection 1 shall become effective upon consent by Requisite Lenders and certainother provisions of Section 1 shall become effective only upon consent by eachLender (as noted in clause (3) below):

 

1.               On or before the Fourth AmendmentEffective Date, Company shall deliver to Lenders (or to Syndication Agent forLenders with sufficient originally executed copies, where appropriate, for eachLender and its counsel) the following, each, unless otherwise noted, dated theFourth Amendment Effective Date:

 

(a)          Resolutions of its Board of Directorsapproving and authorizing the execution, delivery, and performance of thisAmendment and of allonges to the Notes (the “**Allonges**”)in accordance with subsection B.3 below, certified as of the Fourth AmendmentEffective Date by its corporate secretary or an assistant secretary as being infull force and effect without modification or amendment;

 

(b)         Signature and incumbency certificates of itsofficers executing this Amendment and any Allonges; and

 

(c)          Executed originals of this Amendment,executed by Parent, Company and each Subsidiary Guarantor.

 

2.               Lenders shall have received originallyexecuted copies of one or more favorable written opinions of Davis Polk &Wardwell, Spolin Silverman Cohen & Bartlett LLP and other counselreasonably acceptable to the Agents, each counsel for Company, in form andsubstance reasonably satisfactory to Syndication Agent and its counsel, datedas of the Fourth Amendment Effective Date and setting forth, collectively,substantially the matters in the opinions designated in Annex A tothis Amendment.

 

3.               Executed originals of this Amendmentexecuted by (a) as to Section 1.1 (other than Sections 1.1A, 1.1F and 1.1G),Section 1.7, Section 1.8, Section 1.9D and Section 1.10, Requisite Lenders, and(b) as to each other provision of Section 1 of this Amendment, each Lender.

 

4.               All fees and expenses owing toAdministrative Agent in connection with this Amendment pursuant to Section 5Bthat have been invoiced to Company at least one Business Day prior to theFourth Amendment Effective Date shall be paid to Administrative Agent on theFourth Amendment Effective Date.

 

5.               All documents executed or submitted inconnection with the transactions contemplated hereby by or on behalf of Parent,Company or any of its Subsidiaries shall be reasonably satisfactory in form andsubstance to Agents and their counsel; Agents and their counsel shall havereceived all information, approvals, opinions, documents or instruments

 

13

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that Agents or their counsel shall have reasonably requested, includingas may be requested in connection with the receipt of executed originalspursuant to Section 2A(3)(b) of this Amendment, if such receipt occurs afterthe date that all other conditions specified in this Section 2A have beensatisfied.

 

B.                                     On the Second LienFacility Closing Date,

 

1.               Company shall have paid any and allamendment fees due in connection with this Amendment.

 

2.               Company shall have received NetSecurities Proceeds equal to at least $70,000,000 from the issuance and sale ofPermitted Indebtedness.

 

3.               Upon request of any Lender at leastthree Business Days prior to the Second Lien Facility Closing Date, such Lendershall have received an Allonge to such Lender’s Note, reflecting the extensionof the maturity date thereof.

 

4.                                       SyndicationAgent shall have received executed originals of documentation satisfactory toit evidencing the Permitted Indebtedness issued on the Second Lien FacilityClosing Date demonstrating compliance with the provisions of the CreditAgreement, including the Intercreditor Agreement and the opinion of counselrequired by subsection 7.1(x) of the Credit Agreement.

 

**Section3.   C****OMPANY’S REPRESENTATIONS AND WARRANTIES**

 

In order to induce Lenders to enter into thisAmendment and to amend the Credit Agreement in the manner provided herein,Company represents and warrants to each Lender that the following statementsare true, correct and complete on and as of the Fourth Amendment EffectiveDate:

 

A.                                   Corporate Powerand Authority.  Each of Company andits Subsidiaries has all requisite corporate power and authority to enter intothis Amendment and the Allonges and to carry out the transactions contemplatedby, and perform its obligations under, the Credit Agreement as amended by thisAmendment and the Revolving Notes as amended by the Allonges (the “**AmendedAgreements**”).

 

B.                                     Authorizationof Agreement.  The execution anddelivery of this Amendment and the performance of the Amended Agreements havebeen duly authorized by all necessary corporate action on the part of each ofCompany and its Subsidiaries.

 

C.                                     No Conflict.  The execution, delivery and performance byeach of Company and each of its Subsidiaries of this Amendment, and theperformance by Company of the Amended Agreements do not and will not(i) violate any provision of (x) any law or any governmental rule orregulation applicable to Company or any of its Subsidiaries where suchviolations in the aggregate have had or could reasonably be expected to have aMaterial Adverse Effect, (y) the Certificate or the Articles of Incorporationor Bylaws (or any other organization document) of Parent, Company or any ofCompany’s Subsidiaries or (z) any order, judgment or decree of any court orother agency of government binding on Company

 

14

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 or any of Company’sSubsidiaries where such violations in the aggregate have had or couldreasonably be expected to have a Material Adverse Effect, (ii) conflictwith, result in a breach of or constitute a default under any ContractualObligation of Parent, Company or any of its Subsidiaries where such conflict,breach or default in the aggregate have had or could reasonably be expected tohave a Material Adverse Effect, (iii) result in or require the creation orimposition of any Lien upon any of the properties or assets of Company or anyof Company’s Subsidiaries (other than Liens created under any of the LoanDocuments in favor of Administrative Agent on behalf of Lenders), or(iv) require any approval of or consent of any Person under anyContractual Obligation of Parent, Company or any of Company’s Subsidiaries,except for this Amendment and such approvals or consents the failure of whichto obtain has not had and could not reasonably be expected to have a MaterialAdverse Effect.

 

D.                                    GovernmentalConsents.  The execution, deliveryand performance by each of Company and each of its Subsidiaries of thisAmendment and the performance by Company of the Amended Agreements do not andwill not require any registration with, consent or approval of, or notice to,or other action to, with or by, any federal, state or other governmentalauthority or regulatory body other than any such registrations, consents,approvals, notices or other actions (x) that have been made, obtained ortaken on or prior to the date on which such registrations, consents, approvals,notices or other actions are required to be made, obtained or taken, as thecase may be, and are in full force and effect or (y) the failure of whichto make, obtain or take has not had and could not reasonably be expected tohave a Material Adverse Effect.

 

E.                                      BindingObligation.  Each of this Amendmentand the Amended Agreements has been duly executed and delivered by each LoanParty that is a party thereto and is the legally valid and binding obligationof such Loan Party, enforceable against such Loan Party in accordance with itsrespective terms, subject to bankruptcy, insolvency, fraudulent conveyance,reorganization, moratorium and other similar laws relating to or affectingcreditors’ rights generally, general equitable principles (whether consideredin a proceeding in equity or at law) and an implied covenant of good faith andfair dealing.

 

F.                                      Incorporationof Representations and Warranties From Credit Agreement.  The representations and warranties containedin Section 5 of the Credit Agreement are and will be true, correct andcomplete in all material respects on and as of the Fourth Amendment EffectiveDate to the same extent as though made on and as of that date, except to the extentsuch representations and warranties specifically relate to an earlier date, inwhich case they were true, correct and complete in all material respects on andas of such earlier date.

 

G.                                     Absence ofDefault.  No event has occurred andis continuing or will result from the consummation of the transactionscontemplated by this Amendment that would constitute an Event of Default or aPotential Event of Default.

 

15

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**Section4.   ****ACKNOWLEDGEMENT AND CONSENT**

 

Each of Parent and the Subsidiary Guarantors (each a“**Guarantor**”) is a party to aGuaranty and each such Guarantor has guarantied the Obligations.

 

Each Guarantor hereby acknowledges that it hasreviewed the terms and provisions of the Credit Agreement and this Amendmentand consents to the amendment of the Credit Agreement effected pursuant to thisAmendment.  Each Guarantor herebyconfirms that the Guaranty to which it is a party or otherwise bound willcontinue to guaranty to the fullest extent possible the payment and performanceof all “Guarantied Obligations” as such term is defined in the applicableGuaranty, including without limitation the payment and performance of all such“Guarantied Obligations” in respect of the Obligations of Company now or hereafterexisting under or in respect of the Amended Agreements.

 

Each Guarantor (a) acknowledges and agrees that theGuaranty to which it is a party or otherwise bound shall continue in full forceand effect and that all of its obligations thereunder shall be valid andenforceable and shall not be impaired or limited by the execution oreffectiveness of this Amendment;  (b)represents and warrants that all representations and warranties contained inthe Amended Agreements and in the Guaranty to which it is a party or otherwisebound are true, correct and complete in all material respects on and as of theFourth Amendment Effective Date to the same extent as though made on and as ofthat date, except to the extent such representations and warranties specificallyrelate to an earlier date, in which case they were true, correct and completein all material respects on and as of such earlier date; and (c) acknowledgesand agrees that (i) notwithstanding the conditions to effectiveness setforth in this Amendment, such Guarantor is not required by the terms of theCredit Agreement or any other Loan Document to consent to the amendments to theCredit Agreement effected pursuant to this Amendment and (ii) nothing inthe Credit Agreement, this Amendment or any other Loan Document shall be deemedto require the consent of such Guarantor to any future amendments to the CreditAgreement.

** **

**Section5.**   **MISCELLANEOUS**

 

A.                                   Effect ofAmendment.  Reference to and effecton the Credit Agreement and the other Loan Documents.

 

(i)                                     On and after theFourth Amendment Effective Date, each reference in the Credit Agreement to“this Agreement”, “hereunder”, “hereof”, “herein” or words of like importreferring to the Credit Agreement, and each reference in the other LoanDocuments to the “Credit Agreement”, “thereunder”, “thereof” or words of likeimport referring to the Credit Agreement shall mean and be a reference to theAmended Agreements.

 

(ii)                                  On and after theFourth Amendment Effective Date, each reference in the other Loan Documents tothe “Lenders,” “Commitments,” or words of like import shall mean and be areference to the Lenders and Commitments as amended by this Agreement.

 

(iii)                               Except as specificallyamended by this Amendment, the Credit Agreement and the other Loan Documentsshall remain in full force and effect and are hereby ratified and confirmed.

 

16

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(iv)                              The execution, deliveryand performance of this Amendment shall not, except as expressly providedherein, constitute a waiver of any provision of, or operate as a waiver of anyright, power or remedy of Agents or any Lender under, the Credit Agreement orany of the other Loan Documents.

 

B.                                     Fees andExpenses.  Company acknowledges thatall costs, fees and expenses as described in subsection 10.2 of the CreditAgreement incurred by Agents and their counsel with respect to this Amendmentand the documents and transactions contemplated hereby shall be for the accountof Company.

 

C.                                     Headings.  Section and subsection headings in thisAmendment are included herein for convenience of reference only and shall notconstitute a part of this Amendment for any other purpose or be given anysubstantive effect.

 

D.                                    Applicable Law.  THIS AMENDMENT AND THE RIGHTS ANDOBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BECONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OFNEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERALOBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWSPRINCIPLES.

 

E.                                      Counterparts;Effectiveness.  This Amendment maybe executed in any number of counterparts and by different parties hereto inseparate counterparts, each of which when so executed and delivered shall bedeemed an original, but all such counterparts together shall constitute but oneand the same instrument; signature pages may be detached from multiple separatecounterparts and attached to a single counterpart so that all signature pagesare physically attached to the same document. This Amendment (other than the provisions of Section 1 hereof, theeffectiveness of which is governed by Section 2 hereof) shall become effectiveupon the execution of a counterpart hereof by Company, Requisite Lenders,Syndication Agent and Guarantors and receipt by Company and Agents of writtenor telephonic notification of such execution and authorization of deliverythereof.

 

17

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**IN WITNESSWHEREOF,** the parties hereto have caused this Amendment to beduly executed and delivered by their respective officers thereunto dulyauthorized as of the date first written above.

** **
|   | **DECRANE AIRCRAFT  HOLDINGS, INC.**,  a Delaware corporation                                                                                |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                         |
|   |                                                                                                                                         |
|   | By:                                                                                                                                          |   |   |
|   |                                                                                                                                         | Name: Richard J. Kaplan |   |
|   |                                                                                                                                         | Title: Senior Vice President and Chief Financial Officer |
|   |                                                                                                                                         |   |   |
|   |                                                                                                                                         |   |   |
|   | **AUDIO  INTERNATIONAL, INC.**, an  Arkansas corporation (for purposes of Section 4  only) as a Subsidiary Guarantor                         |
|   |                                                                                                                                         |
|   |                                                                                                                                         |
|   | By:                                                                                                                                          |   |   |
|   |                                                                                                                                         | Name: Richard J. Kaplan |   |
|   |                                                                                                                                         | Title: Chief Financial Officer and Secretary |
|   |                                                                                                                                         |   |
|   |                                                                                                                                         |   |
|   | **CARL F. BOOTH &  CO., LLC**, a Delaware  limited liability company (for purposes of  Section 4 only) as a Subsidiary Guarantor         |
|   |                                                                                                                                         |
|   |                                                                                                                                         |
|   | By:                                                                                                                                          |   |   |
|   |                                                                                                                                         | Name: Richard J. Kaplan |   |
|   |                                                                                                                                         | Title: Chief Financial Officer and Secretary |
|   |                                                                                                                                         |   |
|   |                                                                                                                                         |   |
|   | **CUSTOM WOODWORK & PLASTICS,  LLC.**, a Delaware limited liability company  (for purposes of Section 4 only) as a Subsidiary  Guarantor |
|   |                                                                                                                                         |
|   |                                                                                                                                         |
|   | By:                                                                                                                                          |   |   |
|   |                                                                                                                                         | Name: Richard J. Kaplan |   |
|   |                                                                                                                                         | Title: Chief Financial Officer and Secretary |
|        |                                                                                                                                              |  |  |  |

 

S-1

----

 
|   | **DAH-IP HOLDINGS,  INC.**, a Delaware  corporation (for purposes of Section 4 only) as a  Subsidiary Guarantor                            |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                       |
|   |                                                                                                                                       |
|   | By:                                                                                                                                        |   |   |
|   |                                                                                                                                       | Name: Richard J. Kaplan |   |
|   |                                                                                                                                       | Title: Chief Financial Officer and Secretary |
|   |                                                                                                                                       |   |
|   |                                                                                                                                       |   |
|   | **DAH-IP INFINITY,  INC.**, a Delaware  corporation (for purposes of Section 4 only) as a  Subsidiary Guarantor                            |
|   |                                                                                                                                       |
|   |                                                                                                                                       |
|   | By:                                                                                                                                        |   |   |
|   |                                                                                                                                       | Name: Richard J. Kaplan |   |
|   |                                                                                                                                       | Title: Chief Financial Officer and Secretary |
|   |                                                                                                                                       |   |
|   |                                                                                                                                       |   |
|   | **DECRANE AIRCRAFT  FURNITURE CO.,  L.P.**, a Texas limited partnership                                                                    |
|   | By:  DAH-IP Holdings, Inc., a  Delaware  corporation, its General Partner (for purposes of  Section 4 only) as a Subsidiary Guarantor |
|   |                                                                                                                                       |
|   |                                                                                                                                       |
|   | By:                                                                                                                                        |   |   |
|   |                                                                                                                                       | Name: Richard J. Kaplan |   |
|   |                                                                                                                                       | Title: Chief Financial Officer and Secretary |
|   |                                                                                                                                       |   |
|   |                                                                                                                                       |   |
|   | **DECRANE AIRCRAFT  SEATING  COMPANY, INC.**, a Wisconsin corporation  (for purposes of Section 4 only) as a Subsidiary  Guarantor         |
|   |                                                                                                                                       |
|   |                                                                                                                                       |
|   | By:                                                                                                                                        |   |   |
|   |                                                                                                                                       | Name: Richard J. Kaplan |   |
|   |                                                                                                                                       | Title: Chief Financial Officer and Secretary |
|        |                                                                                                                                            |  |  |  |

 

S-2

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|   | **DECRANE CABIN  INTERIORS, LLC**, a  Delaware limited liability company (for  purposes of Section 4 only) as a Subsidiary  Guarantor |
|--------|---------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                  |
|   |                                                                                                                                  |
|   | By:                                                                                                                                   |   |   |
|   |                                                                                                                                  | Name: Richard J. Kaplan |   |
|   |                                                                                                                                  | Title: Chief Financial Officer and Secretary |
|   |                                                                                                                                  |   |
|   |                                                                                                                                  |   |
|   | **HOLLINGSEAD  INTERNATIONAL, INC.**,  a California corporation (for purposes of Section  4 only) as a Subsidiary Guarantor           |
|   |                                                                                                                                  |
|   |                                                                                                                                  |
|   | By:                                                                                                                                   |   |   |
|   |                                                                                                                                  | Name: Richard J. Kaplan |   |
|   |                                                                                                                                  | Title: Chief Financial Officer and Secretary |
|   |                                                                                                                                  |   |
|   |                                                                                                                                  |   |
|   | **PATS, INC.**,  a Maryland corporation (for  purposes of Section 4 only) as a Subsidiary  Guarantor                                  |
|   |                                                                                                                                  |
|   |                                                                                                                                  |
|   | By:                                                                                                                                   |   |   |
|   |                                                                                                                                  | Name: Richard J. Kaplan |   |
|   |                                                                                                                                  | Title: Chief Financial Officer and Secretary |
|   |                                                                                                                                  |   |
|   |                                                                                                                                  |   |
|   | **PCI NEWCO., INC.**,  a Kansas corporation (for  purposes of Section 4 only) as a Subsidiary  Guarantor                              |
|   |                                                                                                                                  |
|   |                                                                                                                                  |
|   | By:                                                                                                                                   |   |   |
|   |                                                                                                                                  | Name: Richard J. Kaplan |   |
|   |                                                                                                                                  | Title: Chief Financial Officer and Secretary |
|        |                                                                                                                                       |  |  |  |  |

 

S-3

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|   | **PPI HOLDINGS, INC.**,  a Kansas corporation  (for purposes of Section 4 only) as a Subsidiary  Guarantor                                             |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                   |
|   |                                                                                                                                                   |
|   | By:                                                                                                                                                    |   |   |
|   |                                                                                                                                                   | Name: Richard J. Kaplan |   |
|   |                                                                                                                                                   | Title: Chief Financial Officer and Secretary |
|   |                                                                                                                                                   |   |
|   |                                                                                                                                                   |   |
|   | **PRECISION PATTERN, INC.**,  a Kansas  corporation (for purposes of Section 4 only) as a  Subsidiary Guarantor                                        |
|   |                                                                                                                                                   |
|   |                                                                                                                                                   |
|   | By:                                                                                                                                                    |   |   |
|   |                                                                                                                                                   | Name: Richard J. Kaplan |   |
|   |                                                                                                                                                   | Title: Chief Financial Officer and Secretary |
|   |                                                                                                                                                   |   |
|   |                                                                                                                                                   |   |
|   | **THE INFINITY PARTNERS, LTD.**,  a Texas  limited partnership

 

                                                                          |
|   | by:  DAH-IP Holdings, Inc., a Delaware limited  partnership, its general partner (for purposes of  Section 4 only) as a Subsidiary Guarantor |
|   |                                                                                                                                                   |
|   |                                                                                                                                                   |
|   | By:                                                                                                                                                    |   |   |
|   |                                                                                                                                                   | Name: Richard J. Kaplan |   |
|   |                                                                                                                                                   | Title: Chief Financial Officer and Secretary |
|   |                                                                                                                                                   |   |
|   |                                                                                                                                                   |   |
|   | **DECRANE HOLDINGS  CO.**, a Delaware  corporation (for purposes of Section 4 only) as a  guarantor                                                    |
|   |                                                                                                                                                   |
|   |                                                                                                                                                   |
|   | By:                                                                                                                                                    |   |   |
|   |                                                                                                                                                   | Name: Richard J. Kaplan |   |
|   |                                                                                                                                                   | Title: Assistant Secretary |   |

 

S-4

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|   | **CREDIT SUISSE FIRST  BOSTON, acting  through its Cayman Islands Branch**(successor  to DLJ Capital Funding, Inc.), as a  Lender, Syndication Agent and Adminstrative

Agent |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                          |
|   |                                                                                                                                                                          |
|   | By:                                                                                                                                                                           |   |   |
|   |                                                                                                                                                                          | Name: |   |
|   |                                                                                                                                                                          | Title: |   |
|   |                                                                                                                                                                          |   |   |
|   |                                                                                                                                                                          |   |   |
|   | By:                                                                                                                                                                           |   |   |
|   |                                                                                                                                                                          | Name: |   |
|   |                                                                                                                                                                          | Title: |   |
|   |                                                                                                                                                                          |   |   |
|   |                                                                                                                                                                          |   | , as a Lender |   |
|   |                                                                                                                                                                          |   |   |   |
|   |                                                                                                                                                                          |   |   |   |
|   | By:                                                                                                                                                                           |   |   |
|   |                                                                                                                                                                          | Name: |   |   |   |
|   |                                                                                                                                                                          | Title: |   |   |
|        |                                                                                                                                                                               |  |  |  |  |  |  |  |

 

S-5

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