DECRANE AIRCRAFT HOLDINGS, INC. THE GUARANTORS NAMED ON THE SIGNATURE PAGES HEREOF and FIRST SUPPLEMENTAL INDENTURE Dated as of September 9, 2004

Exhibit 4.8.1

 

 

▇▇▇▇▇▇▇ AIRCRAFT HOLDINGS, INC.

 

 

THE GUARANTORS NAMED ON THE SIGNATURE PAGES HEREOF

 

 

and

 

 

U.S. BANK NATIONAL ASSOCIATION,

 

 

FIRST SUPPLEMENTAL INDENTURE

 

Dated as of September 9, 2004

 

 

THIS FIRST SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), is made as of September 9, 2004 between ▇▇▇▇▇▇▇ Aircraft Holdings, Inc., a Delaware corporation (the “Company”), each of the Guarantors party hereto and U.S. Bank National Association, as trustee (the “Trustee”).

 

RECITALS

 

WHEREAS, the Company and the Guarantors executed and delivered an Indenture dated as of July 23, 2004 (the “Indenture”) by and between the Company, the Guarantors and the Trustee, under which are issued $127,771,000 aggregate principal amount at maturity of 17% Senior Discount Notes due 2008 (the “Notes”);

 

WHEREAS, the Company proposes to issue additional Notes under the Indenture and desires to execute and deliver an amendment to the Indenture for the purpose of amending certain of the restrictive covenants contained in the Indenture;

 

WHEREAS, Section 9.02 of the Indenture provides that the Indenture may be amended, subject to certain exceptions specified in such Section 9.02, with the consent of the holders of a majority in aggregate principal amount at maturity of the Notes at the time outstanding (the “Requisite Consents”);

 

WHEREAS, the Company has obtained and delivered to the Trustee the Requisite Consents to amend the Indenture as set forth in Article 1 of this Supplemental Indenture (the “Proposed Amendment”);

 

WHEREAS, all other conditions and requirements necessary to make this Supplemental Indenture a valid and binding instrument in accordance with its terms and the terms of the Indenture have been satisfied.

 

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the Company and the Trustee hereby covenant and agree, for the equal and proportionate benefit of all holders from time to time of the Notes as follows:

 

All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Indenture.

 

ARTICLE 1
AMENDMENTS TO CERTAIN PROVISIONS OF INDENTURE

 

Section 1.01.  Amendment of Certain Provisions of the Indenture.  The Indenture is hereby amended in the following respects:

 

Section 4.07 of the Indenture is hereby amended by adding the following clause:

 

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“(r) the exchange redemption, repurchase, retirement, defeasance or other acquisition of the Senior Subordinated Notes from funds and accounts managed by ▇▇▇▇▇▇ Investment Management, LLC and its affiliates in an amount not to exceed $1,425,000.”

 

ARTICLE 2  SUNDRY PROVISIONS

 

Section 2.01.  Effect of Supplemental Indenture.  Upon the execution and delivery of this Supplemental Indenture by the Company and the Trustee, the Indenture shall be modified in accordance herewith, and this Supplemental Indenture shall form a part of the Indenture for all purposes; and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture and any coupons appertaining thereto shall be bound thereby.  Upon the execution of this Supplemental Indenture, the Proposed Amendment shall automatically take effect without the requirement of any further action by or notice to the Company.

 

Section 2.02.  Indenture Remains in Full Force and Effect.  Except as supplemented hereby, all provisions in the Indenture shall remain in full force and effect.

 

Section 2.03.  Indenture and Supplemental Indenture Construed Together.  This Supplemental Indenture is an indenture supplemental to and in implementation of the Indenture, and the Indenture and this Supplemental Indenture shall henceforth be read and construed together.

 

Section 2.04.  Confirmation and Preservation of Indenture.  The Indenture as supplemented by this Supplemental Indenture is in all respects confirmed and preserved.

 

Section 2.05.  Conflict with Trust Indenture Act.  If any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision hereof which is required to be included in this Supplemental Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.

 

Section 2.06.  Certain Duties and Responsibilities of the Trustee.  In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee, whether or not elsewhere herein so provided.  The Trustee, for itself and its successor or successors, accepts the terms of the Indenture as amended by this Supplemental Indenture, and agrees to perform the same, but only upon the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Indenture.  The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture other than as to the validity of its execution and delivery by the Trustee.

 

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Section 2.07.  Effect of Headings.  The Article and Section headings provided herein are for convenience only and shall not affect the construction hereof.

 

Section 2.08.  Successors and Assigns.  All covenants and agreements in this Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

 

Section 2.09.  Separability Clause.  In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 

Section 2.10.  Benefits of Supplemental Indenture.  Nothing in this Supplemental Indenture, the Indenture, the Securities or the coupons, express or implied, shall give to any Person, other than the parties hereto, their successors hereunder and the Holders of Securities and coupons, any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture.

 

Section 2.11.  Governing Law.  This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

 

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed of the date first above written.

 

	▇▇▇▇▇▇▇ AIRCRAFT HOLDINGS, INC.
	By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Title:		Senior Vice President, Chief Financial Officer, Secretary and Treasurer
	AUDIO INTERNATIONAL, INC.
	▇▇▇▇ ▇. ▇▇▇▇▇ & CO., LLC
	▇▇▇▇▇▇▇ AIRCRAFT SEATING COMPANY, INC.
	▇▇▇▇▇▇▇ CABIN INTERIORS-CANADA, INC.
	▇▇▇▇▇▇▇ CABIN INTERIORS, LLC
	▇▇▇▇▇▇▇▇▇▇▇ INTERNATIONAL, INC.
	PATS AIRCRAFT, LLC
	PCI NEWCO, INC.
	PRECISION PATTERN, INC.
	By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
			Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
			Title:		Chief Financial Officer
	U.S. BANK NATIONAL ASSOCIATION
	as Trustee
	By:		/s/ CAUNA ▇. ▇▇▇▇▇
			Name:			Cauna ▇. ▇▇▇▇▇
			Title:			Vice President

 

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