**Exhibit 3.3.2.1**

 

**AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANYAGREEMENT OF AEROSPACE DISPLAY SYSTEMS, LLC**

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**AMENDMENT**dated as of March 9, 2003 to the Limited Liability Company Agreement ofAerospace Display Systems, LLC (“**ADS**”) dated as of July 1, 2000 (asheretofore amended, the “**LLC Agreement**”).

 

W I T N E S S E T H :

 

WHEREAS, DeCrane Aircraft Holdings, Inc. (the“**InitialMember**”), as the sole Member of ADS, wishes to amend the LLCAgreement as set forth herein;

 

NOW, THEREFORE, the Initial Member herebyapproves the following:

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Section 1*.  Definitions; References. *Unless otherwise specificallydefined herein, each capitalized term used herein which is defined in the LLCAgreement shall have the meaning assigned to such term in the LLCAgreement.  Each reference to “hereof”,“hereunder”, “herein” and “hereby” and each other similar reference and eachreference to “this Agreement” and each other similar reference contained in theLLC Agreement shall, from and after the date hereof, refer to the LLC Agreementas amended hereby.

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Section 2.  *Amendment to Permitted TransferProvisions. *Section 9.2 ofthe LLC Agreement is amended by inserting the following sentence at the endthereof:

 

“In addition, the Initial Member or otherMembers may transfer all of their respective Interests in connection with asale of all of the outstanding Interests to a single transferee or group ofaffiliates transferees.”

 

Section 3. *Amendmentto Admission of Members Provision*. Section 9.7 of the LLC Agreement is amended by adding the followingsentence at the end thereof:

 

“Notwithstanding the foregoing, if theInitial Member or other Members shall transfer all of their respectiveInterests in connection with a sale of all of the outstanding Interests to asingle transferee or a group of affiliated transferees, each such transfereeshall be admitted as a Member without the approval required by Section 5.6.”

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Section 4*.  Approval Of Amendment. *Notwithstanding any provision tothe contrary in the LLC Agreement, no separate instrument reflecting theapproval of this Amendment by the Members shall be required for this Amendmentto be effective as of the date hereof.

 

Section 5*.  GOVERNING LAW. *DELAWARE LAW SHALL GOVERN THIS AMENDMENT AND ALLDISPUTES ARISING HEREUNDER.

 

 

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Section 6.*  Counterparts; Effectiveness. *This Amendment may be signed inany number of counterparts, each of which shall be an original, with the sameeffect as if the signatures thereto and hereto were upon the sameinstrument.  This Amendment shall be effectiveas of the date hereof when executed by the Initial Member.

 

 

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IN WITNESS WHEREOF, the Initial Member hascaused this Amendment to be duly executed as of the day and year first abovewritten.

 
|   | DECRANE AIRCRAFT  HOLDINGS, INC. |
|--------|----------------------------------|
|   |                             |
|   | By:                              | /s/ Richard  J. Kaplan |
|   |                             | Name: | Richard J.  Kaplan |
|   |                             | Title: | Senior Vice  President,  Chief Financial Officer,  Secretary and Treasurer |

 

 

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