0001104659-04-008740 Sample Contracts

LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF PATS AIRCRAFT, LLC
Limited Liability Company Operating 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).

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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. FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit 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

U.S. $80,000,000 CREDIT AGREEMENT
Credit 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”).

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