**Exhibit 4.1.1**

** **

**SUPPLEMENTALINDENTURE**

*(PATS Aircraft, LLC)*

 

SUPPLEMENTAL INDENTURE (this **“****SupplementalIndenture”**), dated as of December 11, 2003 among PATS Aircraft,LLC, a Delaware limited liability company (**“G****uarantor”**),a subsidiary of DeCrane Aircraft Holdings, Inc. (or its permitted successor), aDelaware 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 SE T H

 

WHEREAS, the Issuer has heretofore executed and delivered to theTrustee an indenture (the “**Indenture**”), dated as of October 5, 1998 providing for the issuance of anaggregate principal amount of up to $100.0 million of 12% Senior SubordinatedNotes due 2008 (the **“Notes”**);

 

WHEREAS, the Indenture provides that under certain circumstancesGuarantor shall execute and deliver to the Trustee a supplemental indenture,pursuant to which Guarantor shall unconditionally guarantee all of the Issuer’sObligations under the Notes and the Indenture on the terms and conditions setforth herein (the **“Note Guarantee”**);and

 

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

 

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

 

1.             *CAPITALIZEDTERMS.*  Capitalized termsused herein without definition shall have the meanings assigned to them in theIndenture.

 

2.             *AGREEMENT TOGUARANTEE.*  The Guarantorhereby agrees as follows:

 

(a)           Alongwith all Guarantors named in the Indenture, to jointly and severally Guaranteeto each Holder of a Note authenticated and delivered by the Trustee and to theTrustee and its successors and assigns, irrespective of the validity andenforceability of the Indenture, the Notes or the obligations of Issuerhereunder or thereunder, that:

 

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

 

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

 

1

----

 

(b)           Theobligations hereunder shall be unconditional, irrespective of the validity,regularity or enforceability of the Notes or the Indenture, the absence of anyaction to enforce the same, any waiver or consent by any Holder of the Noteswith respect to any provisions hereof or thereof, the recovery of any judgmentagainst Issuer, any action to enforce the same or any other circumstance whichmight otherwise constitute a legal or equitable discharge or defense of aguarantor.

 

(c)           Thefollowing is hereby waived: diligence, presentment, demand of payment, filingof 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 andall demands whatsoever.

 

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

 

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

 

(f)            TheGuarantor shall not be entitled to any right of subrogation in relation to theHolders in respect of any obligations guaranteed hereby until payment in fullof all obligations guaranteed hereby.

 

(g)           Asbetween the Guarantor, on the one hand, and the Holders and the Trustee, on theother hand, (x) the maturity of the obligations guaranteed hereby may beaccelerated as provided in Article 6 of the Indenture for the purposes of thisNote Guarantee, notwithstanding any stay, injunction or other prohibitionpreventing such acceleration in respect of the obligations guaranteed hereby,and (y) in the event of any declaration of acceleration of such obligations asprovided in Article 6 of the Indenture, such obligations (whether or not dueand payable) shall forthwith become due and payable by the Guarantor for thepurpose of this Note Guarantee.

 

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

 

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

 

3.             *EXECUTIONAND DELIVERY.*   The Guarantoragrees that the Note Guarantees shall remain in full force and effectnotwithstanding any failure to endorse on each Note a notation of such NoteGuarantee.

 

4.             *GUARANTORMAY CONSOLIDATE ETC. ON CERTAIN TERMS*.

 

(a)           Guarantormay not consolidate with or merge with or into (whether or not Guarantor is thesurviving Person), another corporation, Person or entity whether or notaffiliated with Guarantor unless:

 

(i)            subject to Section 5(a) hereof, the Personformed by or surviving any such consolidation or merger (if other thanGuarantor) assumes all the obligations of Guarantor pursuant to a supplementalindenture in form and substance reasonably

 

2

----

 

satisfactory to the Trustee, under the Notes, the Indenture and theRegistration Rights Agreement;

 

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

 

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

 

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

 

(b)           Incase of any such consolidation, merger, sale or conveyance and upon theassumption by the successor Person, by supplemental indenture executed anddelivered to the Trustee in the form of Exhibit E to the Indenture or otherwisesatisfactory in form to the Trustee, of the Note Guarantee and the due andpunctual performance of all of the covenants and conditions of the Indenture tobe performed by the Guarantor, such successor Person shall succeed to and besubstituted for the Guarantor with the same effect as if it had been namedherein as a Guarantor. All the Note Guarantees so issued shall in all respectshave the same legal rank and benefit under the Indenture as the Note Guaranteestheretofore and thereafter issued in accordance with the terms of the Indentureas though all of such Note Guarantees had been issued at the date of theexecution hereof.

 

(c)           Exceptas 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 Notesshall prevent any consolidation or merger of Guarantor with or into the Issueror another Guarantor, or shall prevent any sale or conveyance of the propertyof Guarantor as an entirety or substantially as an entirety to the Issuer oranother Guarantor.

 

5.                                       *RELEASES*.

 

(a)           Inthe event of a sale or other disposition of all of the assets of Guarantor, byway of merger, consolidation or otherwise, or a sale or other disposition ofall of the capital stock of Guarantor, Guarantor (in the event of a sale orother disposition, by way of such a merger, consolidation or otherwise, of allof 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 inaccordance with the applicable provisions of the Indenture, including withoutlimitation Section 4.10 of the Indenture. Upon delivery by the Issuer to the Trustee of an Officers’ Certificateand an Opinion of Counsel to the effect that such sale or other disposition wasmade by the Issuer in accordance with the applicable provisions of theIndenture, including, without limitation, Section 4.10 of the Indenture, theTrustee shall execute any documents reasonably required in order to evidencethe release of Guarantor from its obligations under its Note Guarantee.

 

(b)           AnyGuarantor not released from its obligations under its Note Guarantee shallremain liable for the full amount of principal of and interest on the Notes andfor the other obligations of any Guarantor under the Indenture as provided inArticle 11 of the Indenture.

 

6.             *NO RECOURSEAGAINST OTHERS.*  No past,present or future director, officer, employee, incorporator, stockholder oragent of the Guarantor, as such, shall have any liability for any obligationsof the Issuer or Guarantor under the Notes, any Note Guarantees, the Indentureor this Supplemental Indenture or for any claim based on, in respect of, or byreason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases allsuch liability. The waiver and release are part of the consideration forissuance of the

 

3

----

 

Notes.  Such waiver may not be effective to waiveliabilities under the federal securities laws and it is the view of theCommission that such a waiver is against public policy.

 

7.             *NEW YORK LAWTO GOVERN.*   THE INTERNAL LAWOF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTALINDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OFLAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTIONWOULD BE REQUIRED THEREBY.

 

8.             *COUNTERPARTS.*  The parties may sign any number of copies ofthis Supplemental Indenture.  Eachsigned copy shall be an original, but all of them together represent the sameagreement.

 

9.             *EFFECT OFHEADINGS.*  The Sectionheadings herein are for convenience only and shall not affect the constructionhereof.

 

10.           *THE TRUSTEE.* The Trustee shall not beresponsible in any manner whatsoever for or in respect of the validity orsufficiency of this Supplemental Indenture or for or in respect of the recitalscontained herein, all of which recitals are made solely by Guarantor and theIssuer.

 
| Dated as of  December 11, 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 |

 

4

----

 
|   | DAH-IP  INFINITY, INC.                                              |
|--------|---------------------------------------------------------------------|
|   |                                                                |
|   |                                                                |   |
|   | BY:                                                                 | /s/  Richard J. Kaplan |   |
|   |                                                                | Name:  Richard J. Kaplan |
|   |                                                                | Title: Chief  Financial Officer |
|   |                                                                |   |
|   |                                                                |   |
|   | 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  AIRCRAFT, LLC                                                 |
|   |                                                                |
|   |                                                                |   |
|   | BY:                                                                 | /s/  Richard J. Kaplan |   |
|   |                                                                | Name:  Richard J. Kaplan |
|   |                                                                | Title: Chief  Financial Officer |
|   |                                                                |   |
|   |                                                                |   |
|   | PCI NEWCO,  INC.                                                    |
|   |                                                                |
|   |                                                                |   |
|   | BY:                                                                 | /s/  Richard J. Kaplan |   |
|   |                                                                | Name:  Richard J. Kaplan |
|   |                                                                | Title: Chief  Financial Officer |

 

5

----

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

 

6

----

 
|   | U.S. BANK  NATIONAL ASSOCIATION |
|--------|---------------------------------|
|   |                            |   |
|   |                            |   |
|   | BY:                             |   |   |
|   | Name:                           |   |
|   | Title:                          |   |

 

7

----