W I T N E S S E T HSupplemental Indenture • November 14th, 2000 • Decrane Holdings Co • Aircraft parts & auxiliary equipment, nec • New York
EXHIBIT 3.19.2 LIMITED LIABILITY COMPANY OPERATING AGREEMENTOperating Agreement • August 2nd, 2000 • Decrane Holdings Co • Aircraft parts & auxiliary equipment, nec • Delaware
SECTION 1 PARTNERSHIP FORMATION AND IDENTIFICATIONLimited Partnership Agreement • March 30th, 2001 • Decrane Holdings Co • Aircraft parts & auxiliary equipment, nec • Texas
THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 16th, 2000 • Decrane Holdings Co • Aircraft parts & auxiliary equipment, nec • New York
AND -Lease Agreement • March 4th, 1999 • Decrane Holdings Co • Aircraft parts & auxiliary equipment, nec
THIS LEASE AGREEMENT (the "Lease"), made as of the first day of June, 1991 by and between Botzler-Emery Associates Guilford Ten Limited Partnership, a Maryland partnership ("Landlord") and BATS, Inc., a Maryland corporation ("Tenant"). WITNESSETHLease Agreement • March 4th, 1999 • Decrane Holdings Co • Aircraft parts & auxiliary equipment, nec • Maryland
WARRANT REGISTRATION RIGHTS AGREEMENTWarrant Registration Rights Agreement • March 4th, 1999 • Decrane Holdings Co • Aircraft parts & auxiliary equipment, nec • New York
GENERAL TERMS AGREEMENTGeneral Terms Agreement • March 4th, 1999 • Decrane Holdings Co • Aircraft parts & auxiliary equipment, nec
EXHIBIT 10.10.2 U.S. $265,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 17, 1999Credit Agreement • March 30th, 2000 • Decrane Holdings Co • Aircraft parts & auxiliary equipment, nec • New York
FORM OF] CLASS A WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF DECRANE HOLDINGS CO.Warrant Agreement • March 4th, 1999 • Decrane Holdings Co • Aircraft parts & auxiliary equipment, nec • New York
THE BOEING COMPANYSpecial Business Provisions • January 8th, 1999 • Decrane Holdings Co • Aircraft parts & auxiliary equipment, nec
PURCHASE AGREEMENT MATSUSHITA ELECTRIC INDUSTRIAL CO., LTD. AND CORY COMPONENTS INC.Purchase Agreement • March 4th, 1999 • Decrane Holdings Co • Aircraft parts & auxiliary equipment, nec
EXHIBIT 4.3.1 DECRANE HOLDINGS CO. CLASS B WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF DECRANE HOLDINGS CO. ----------------------------------------------Class B Warrant Agreement • August 2nd, 2000 • Decrane Holdings Co • Aircraft parts & auxiliary equipment, nec
2) As used in this Agreement, "Good Reason" shall mean the occurrence, following a Change of Control, of any one of the following events without Executive's consent: (i) the Company assigns Executive to any duties substantially inconsistent with his...Change of Control Agreement • March 30th, 2001 • Decrane Holdings Co • Aircraft parts & auxiliary equipment, nec • California
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF PATS AIRCRAFT, LLCOperating Agreement • March 29th, 2004 • Decrane Holdings Co • Aircraft parts & auxiliary equipment, nec • Delaware
This LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of PATS AIRCRAFT, LLC, a limited liability company organized under the laws of Delaware (the “Company”), is made and entered into effective as of December 23, 2003 by DeCrane Aircraft Holdings, Inc., a Delaware corporation (the “Initial Member”). Capitalized words and phrases used in this Agreement and not otherwise defined here are used as defined in Article 13 or in Section 14.21 (Tax Definitions).
DeCrane Holdings Co. Warrants to Purchase 155,000 Shares of Common Stock Warrant Agreement Dated as of October 5, 1998 State Street Bank And Trust Company Warrant AgentWarrant Agreement • March 27th, 2002 • Decrane Holdings Co • Aircraft parts & auxiliary equipment, nec • New York
SUPPLEMENTAL INDENTURE (DeCrane Cabin Interiors—Canada, Inc.)Supplemental Indenture • March 29th, 2004 • Decrane Holdings Co • Aircraft parts & auxiliary equipment, nec • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 1, 2004 among DeCrane Cabin Interiors—Canada, Inc., a Delaware corporation (“Guarantor”), a subsidiary of DeCrane Aircraft Holdings, Inc. (or its permitted successor), a Delaware corporation (the “Issuer”), the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
DECRANE AIRCRAFT HOLDINGS, INC. SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 12th, 2004 • Decrane Holdings Co • Aircraft parts & auxiliary equipment, nec • New York
This SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of July 16, 2004 and entered into by and among DeCrane Aircraft Holdings, Inc., a Delaware corporation (“Company”), the financial institutions listed on the signature pages hereof (“Lenders”), Credit Suisse First Boston, acting through its Cayman Islands Branch (successor to DLJ Capital Funding, Inc.), as syndication agent for Lenders (in such capacity, “Syndication Agent”) and as administrative agent for Lenders (in such capacity, “Administrative Agent”), and is made with reference to that certain Third Amended and Restated Credit Agreement, dated as of May 11, 2000, as amended by a First Amendment to Third Amended and Restated Credit Agreement, dated as of June 30, 2000, as further amended by an Increased Commitments Agreement to Third Amended and Restated Credit Agreement, dated as of April 27, 2001, as further amended by a Second Amendment to Third Amended and Restated Credit Agreemen
DECRANE AIRCRAFT HOLDINGS, INC. FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 29th, 2004 • Decrane Holdings Co • Aircraft parts & auxiliary equipment, nec • New York
This FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of December 10, 2003 and entered into by and among DeCrane Aircraft Holdings, Inc., a Delaware corporation (“Company”), the financial institutions listed on the signature pages hereof (“Lenders”), Credit Suisse First Boston (successor to DLJ Capital Funding, Inc.), as syndication agent for Lenders (in such capacity, “Syndication Agent”) and as administrative agent for Lenders (in such capacity, “Administrative Agent”), and is made with reference to that certain Third Amended and Restated Credit Agreement, dated as of May 11, 2000, as amended by a First Amendment to Third Amended and Restated Credit Agreement, dated as of June 30, 2000, as further amended by an Increased Commitments Agreement to Third Amended and Restated Credit Agreement, dated as of April 27, 2001, as further amended by a Second Amendment to Third Amended and Restated Credit Agreement dated as of March 19, 2002 and as f
FORM OF CHANGE OF CONTROL AGREEMENTChange of Control Agreement • April 15th, 2003 • Decrane Holdings Co • Aircraft parts & auxiliary equipment, nec • California
This Change of Control Agreement (the “Agreement”) is made and entered into [**Date**], by and between DeCrane Aircraft Holdings, Inc. (the “Company”) and [**Name of Executive**] (“Executive”) based on the following facts:
DECRANE AIRCRAFT HOLDINGS, INC. SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 12th, 2004 • Decrane Holdings Co • Aircraft parts & auxiliary equipment, nec • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of July 16, 2004 and entered into by and among DeCrane Aircraft Holdings, Inc., a Delaware corporation (“Company”), the financial institutions listed on the signature pages hereof (“Lenders”), Credit Suisse First Boston (successor to DLJ Capital Funding, Inc.), acting through its Cayman Islands Branch, as syndication agent for Lenders (in such capacity, “Syndication Agent”) and as administrative agent for Lenders (in such capacity, “Administrative Agent”), and is made with reference to that certain Credit Agreement, dated as of December 22, 2003, as amended by a First Amendment to Credit Agreement dated as of June9, 2004 (the “Credit Agreement”), by and among Company, the lenders listed on the signature pages thereof, Syndication Agent and Administrative Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.
AMENDMENT NO. 2 TO AMENDED AND RESTATED INVESTORS’ AGREEMENTInvestors’ Agreement • November 12th, 2004 • Decrane Holdings Co • Aircraft parts & auxiliary equipment, nec • New York
This Amendment (the “Amendment”) dated as of July 23, 2004 to the Amended and Restated Investors’ Agreement dated as of October 6, 2000, and as subsequently amended by Amendment No. 1 dated as of December 31, 2001 among DeCrane Holdings Co. (the “Company”) and DeCrane Aircraft Holdings, Inc. (“Opco” and, together with the Company, the “Companies”), the DLJ Entities (as defined therein), the DLJIP Entities (as defined therein), the Putnam Entities (as defined therein) and certain other Stockholders named therein.
EXCHANGE AGREEMENT dated as of September 9, 2004 among DECRANE AIRCRAFT HOLDINGS, INC., THE GUARANTORS SET FORTH ON THE SIGNATURE PAGES HERETO and THE HOLDERS SET FORTH ON THE SIGNATURE PAGES HERETOExchange Agreement • November 12th, 2004 • Decrane Holdings Co • Aircraft parts & auxiliary equipment, nec • New York
AGREEMENT dated as of September 9, 2004, among DeCrane Aircraft Holdings, Inc., a Delaware corporation (the “Company”), the affiliates of the Company set forth on the signature pages hereto as Guarantors (the “Guarantors”), and certain holders of the Company’s 12% Senior Subordinated Notes due 2008 (the “Old Notes”) set forth on the signature pages hereto (together with their successors and assigns, the “Holders”).
DECRANE AIRCRAFT HOLDINGS, INC. THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 15th, 2003 • Decrane Holdings Co • Aircraft parts & auxiliary equipment, nec • New York
This THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of March 31, 2003 and entered into by and among DeCrane Aircraft Holdings, Inc., a Delaware corporation (“Company”), the financial institutions listed on the signature pages hereof (“Lenders”), Credit Suisse First Boston (successor to DLJ Capital Funding, Inc.), as syndication agent for Lenders (“Syndication Agent”), and Bank One, NA, as administrative agent for Lenders (“Administrative Agent”), and is made with reference to that certain Third Amended and Restated Credit Agreement, dated as of May 11, 2000, as amended by a First Amendment to Third Amended and Restated Credit Agreement, dated as of June 30, 2000, and as further amended by an Increased Commitments Agreement to Third Amended and Restated Credit Agreement, dated as of April 27, 2001 and as further amended by a Second Amendment to Third Amended and Restated Credit Agreement dated as of March 19, 2002 (the “Credit Agreement”),
401(k) SALARY REDUCTION ---------------------- NON-STANDARDIZED ---------------------- ADOPTION AGREEMENT ---------------------- IRS Serial #D359971a Approved April 30, 1992401(k) Salary Reduction Agreement • March 4th, 1999 • Decrane Holdings Co • Aircraft parts & auxiliary equipment, nec
EXCHANGE AGREEMENT dated as of July 23, 2004 among DECRANE AIRCRAFT HOLDINGS, INC., THE GUARANTORS SET FORTH ON THE SIGNATURE PAGES HERETO and THE HOLDERS SET FORTH ON THE SIGNATURE PAGES HERETOExchange Agreement • November 12th, 2004 • Decrane Holdings Co • Aircraft parts & auxiliary equipment, nec • New York
AGREEMENT dated as of July 23, 2004, among DeCrane Aircraft Holdings, Inc., a Delaware corporation (the “Company”), the affiliates of the Company set forth on the signature pages hereto as Guarantors (the “Guarantors”), and certain holders of the Company’s 12% Senior Subordinated Notes due 2008 (the “Old Notes”) set forth on the signature pages hereto (together with their successors and assigns, the “Holders”).
U.S. $80,000,000 CREDIT AGREEMENTCredit Agreement • March 29th, 2004 • Decrane Holdings Co • Aircraft parts & auxiliary equipment, nec • New York
This CREDIT AGREEMENT is dated as of December 22, 2003, and entered into by and among DECRANE AIRCRAFT HOLDINGS, INC., a Delaware corporation (“Company”), THE LENDERS LISTED ON SCHEDULE I ATTACHED HERETO (each individually referred to herein as a “Lender” and collectively as “Lenders”), and CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch (“CSFB”), as administrative agent for Lenders (in such capacity, “Administrative Agent”), and as syndication agent for Lenders (in such capacity, “Syndication Agent”).
SENIOR PREFERRED STOCK AMENDMENT AGREEMENTSenior Preferred Stock Amendment Agreement • November 12th, 2004 • Decrane Holdings Co • Aircraft parts & auxiliary equipment, nec • New York
AGREEMENT dated as of July 23, 2004, among DeCrane Aircraft Holdings, Inc., a Delaware corporation (the “Company”), DeCrane Holdings Co., a Delaware corporation (“DeCrane Holdings”), and the other persons set forth on the signature pages hereto (together with their successors and assigns, each a “Holder” and together the “Holders”).
MODIFIED NET INDUSTRIAL BUILDING LEASEModified Net Industrial Building Lease • March 4th, 1999 • Decrane Holdings Co • Aircraft parts & auxiliary equipment, nec • California
DECRANE AIRCRAFT HOLDINGS, INC. FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 12th, 2004 • Decrane Holdings Co • Aircraft parts & auxiliary equipment, nec • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of June 9, 2004 and entered into by and among DeCrane Aircraft Holdings, Inc., a Delaware corporation (“Company”), the financial institutions listed on the signature pages hereof (“Lenders”), Credit Suisse First Boston (successor to DLJ Capital Funding, Inc.), acting through its Cayman Islands Branch, as syndication agent for Lenders (in such capacity, “Syndication Agent”) and as administrative agent for Lenders (in such capacity, “Administrative Agent”), and is made with reference to that certain Credit Agreement, dated as of December 22, 2003, (the “Credit Agreement”), by and among Company, the lenders listed on the signature pages thereof, Syndication Agent and Administrative Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.
AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT OF AEROSPACE DISPLAY SYSTEMS, LLCLimited Liability Company Agreement • April 15th, 2003 • Decrane Holdings Co • Aircraft parts & auxiliary equipment, nec • Delaware
AMENDMENT dated as of March 9, 2003 to the Limited Liability Company Agreement of Aerospace Display Systems, LLC (“ADS”) dated as of July 1, 2000 (as heretofore amended, the “LLC Agreement”).
STOCK PURCHASE AGREEMENT dated as of March 14, 2003 among WINGS HOLDINGS, INC. and DECRANE AIRCRAFT HOLDINGS, INC. and DECRANE HOLDINGS CO. relating to the purchase and sale of 100% of the Common Stock of AVTECH CORPORATION and TRI- STAR ELECTRONICS...Stock Purchase Agreement • April 15th, 2003 • Decrane Holdings Co • Aircraft parts & auxiliary equipment, nec • New York
AGREEMENT dated as of March 14, 2003 among Wings Holdings, Inc., a Delaware corporation (“Buyer”), DeCrane Aircraft Holdings, Inc., a Delaware corporation (“Seller”), and DeCrane Holdings Co., a Delaware corporation (“Parent”).
DECRANE AIRCRAFT HOLDINGS, INC. THE GUARANTORS NAMED ON THE SIGNATURE PAGES HEREOF and FIRST SUPPLEMENTAL INDENTURE Dated as of September 9, 2004First Supplemental Indenture • November 12th, 2004 • Decrane Holdings Co • Aircraft parts & auxiliary equipment, nec • New York
THIS FIRST SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), is made as of September 9, 2004 between DeCrane Aircraft Holdings, Inc., a Delaware corporation (the “Company”), each of the Guarantors party hereto and U.S. Bank National Association, as trustee (the “Trustee”).
AMENDMENT NO. 2 TO SENIOR PREFERRED STOCK REGISTRATION RIGHTS AGREEMENTSenior Preferred Stock Registration Rights Agreement • November 12th, 2004 • Decrane Holdings Co • Aircraft parts & auxiliary equipment, nec • New York
This Amendment (the “Amendment”) dated as of July 23, 2004 to the Senior Preferred Stock Registration Rights Agreement dated as of June 30, 2000, and as subsequently amended by Amendment No. 1 dated as of October 6, 2000, among DeCrane Aircraft Holdings, Inc. (the “Company”) and the holders of the Senior Preferred Stock named therein.
DECRANE AIRCRAFT HOLDINGS, INC. SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 27th, 2002 • Decrane Holdings Co • Aircraft parts & auxiliary equipment, nec • New York
