-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CnPxro3VzR5YMYzcy2IvRqKAgpvvWDCB2KDFXv1rkW4PMpHp0byyY2lNNuLv8Lgw 9F2SilHA1NJZb3+A4GeF3w== 0000912057-99-010998.txt : 19991231 0000912057-99-010998.hdr.sgml : 19991231 ACCESSION NUMBER: 0000912057-99-010998 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 12 CONFORMED PERIOD OF REPORT: 19991217 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991230 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DECRANE AIRCRAFT HOLDINGS INC CENTRAL INDEX KEY: 0000880765 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 341645569 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-22371 FILM NUMBER: 99783731 BUSINESS ADDRESS: STREET 1: 2361 ROSECRANS AVENUE STREET 2: SUITE 180 CITY: EL SEGUNDO STATE: CA ZIP: 90245-4910 BUSINESS PHONE: 3107259123 MAIL ADDRESS: STREET 1: 2361 ROSECRANS AVENUE STREET 2: SUITE 180 CITY: EL SEGUNDO STATE: CA ZIP: 90245-4910 8-K 1 8-K =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 December 17, 1999 Date of Report (Date of earliest event reported) ---------------------- DECRANE AIRCRAFT HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 333-70365 34-1645569 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 2361 ROSECRANS AVENUE, SUITE 180, EL SEGUNDO, CA 90245 (Address, including zip code, of principal executive offices) (310) 725-9123 (Registrant's telephone number, including area code) ---------------------- NOT APPLICABLE (Former address and telephone number of principal executive offices, if changed since last report) ---------------------- =============================================================================== ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS ACQUISITION OF THE INFINITY PARTNERS, LTD. On December 17, 1999 we acquired substantially all of the assets, subject to accounts payable and accrued expenses assumed, of The Infinity Partners, Ltd. Infinity is a Texas-based designer and manufacturer of interior components for middle- and high-end corporate aircraft. We intend to continue to use the acquired assets to manufacture products similar to those previously manufactured by Infinity. The total purchase price was $17.6 million, plus a maximum of $25.2 million of contingent consideration payable in 2000 and 2001 based on future attainment of defined performance criteria. The total purchase price includes an estimated $0.8 million of acquisition related costs. The acquisition will be accounted for as a purchase and the difference between the purchase price and the fair value of the net assets acquired will be recorded as goodwill and amortized on a straight-line basis over thirty years. The amount of contingent consideration paid in the future, if any, will increase goodwill and will be amortized prospectively over the remaining period of the initial thirty-year term. Our consolidated financial statements will include Infinity's financial position and its results of operations for periods subsequent to the acquisition date. The acquisition was funded with borrowings under our senior credit facility. ITEM 5. OTHER EVENTS REORGANIZATION AND RESTRUCTURING CHARGE In December 1999, we announced a plan to reorganize and restructure the operations of two of our subsidiaries, Hollingsead International, Inc. and Elsinore Engineering, Inc. In conjunction with this restructuring, we expect to record a nonrecurring pre-tax charge of between $8.0 million and $9.0 million in the fourth quarter of 1999 resulting in a net loss for the quarter and year ending December 31, 1999. STOCK OPTION PLAN In December 1999, DeCrane Holdings amended its qualified management incentive stock option plan for key employees. The amended plan provides for the granting of options to purchase 356,257 common shares and expires in 2009. The options generally vest based upon future attainment of defined performance criteria although alternate vesting schedules may be authorized. Options to purchase 279,662 shares at $23.00 per share were granted of which options to purchase approximately 28,000 shares immediately vested. We believe the per share exercise price of the options granted approximated the fair market value of the underlying common stock on the grant date. The stock option plan is attached as Exhibit 10.19 to this Form 8-K. MANAGEMENT STOCK PURCHASE In December 1999, management purchased 171,304 shares of DeCrane Holdings common stock for $23.00 per share. The total purchase price was $3.9 million of which one-half was paid in cash at closing and one-half was loaned to management by DeCrane Aircraft at applicable federal rates. The form of the stock subscription agreement is attached as Exhibit 10.20 to this Form 8-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of businesses acquired. The Infinity Partners, Ltd. Regulation S-X compliant audited financial statements are not available at this time. The audited financial statements for the appropriate periods will be filed by amendment to this Form 8-K as soon as practicable, but in no event later than March 1, 2000. (b) Pro forma financial information. Unaudited pro forma financial information reflecting The Infinity Partners, Ltd. acquisition is not available at this time. The pro forma financial information will be filed by amendment to this Form 8-K as soon as practicable, but in no event later than March 1, 2000. 1 (c) Exhibits.
EXHIBIT NO. EXHIBIT DESCRIPTION ------- ---------------------------------------------------------------------------------------------- 10.19 Amended Management Incentive Stock Option Plan ** 10.20 Amended Stock Subscription Agreement ** 10.21 Amended Incentive Bonus Plan ** 13.22.1 Articles of Incorporation DAH-IP Holdings, Inc. ** 13.22.2 By Laws of DAH-IP Holdings, Inc. ** 13.23.1 Articles of Incorporation of DAH-IP Infinity, Inc. ** 13.23.2 By Laws of DAH-IP Infinity, Inc. ** 13.24.1 Certificate of Limited Partnership DAH-IP Acquisition Co., L.P. ** the General Partner, and DeCrane Aircraft Holdings, Inc., the Limited Partner ** 13.24.2 Limited Partnership Agreement of DAH-IP Acquisition Co., L.P. among DAH-IP Holdings, Inc., the General Partner, and DeCrane Aircraft Holdings, Inc., the Limited Partner ** 13.24.3 Assignment of Partnership Interest by DeCrane Aircraft Holdings, Inc. to DAH-IP Infinity, Inc. ** 21.1 List of Subsidiaries of Registrant ** -------------------- * Previously filed ** Filed herewith
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DECRANE AIRCRAFT HOLDINGS, INC. (Registrant) December 30, 1999 By: /S/ RICHARD J. KAPLAN -------------------------------------- Name: Richard J. Kaplan Title: Senior Vice President, Chief Financial Officer, Secretary and Treasurer 2 EX-10.19 2 EXHIBIT 10.19 DECRANE HOLDINGS CO. MANAGEMENT INCENTIVE PLAN SECTION 1. PURPOSE. The purposes of the DeCrane Holdings Co. Management Incentive Plan are to promote the interests of DeCrane Holdings Co. (the "COMPANY") and its stockholders by (i) attracting and retaining exceptional executive personnel and other key employees of the Company and its Subsidiaries, as defined below; (ii) motivating such employees by means of performance-related incentives to achieve longer-range performance goals; and (iii) enabling such employees to participate in the long-term growth and financial success of the Company. SECTION 2. DEFINITIONS. As used in the Plan, the following terms shall have the meanings set forth below: "AFFILIATE" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person. For purposes of this definition, the terms "control" (including with correlative meanings, the terms "controlling", "controlled by" and "under common control with"), when used with respect to any Person, means the possession, directly or indirectly of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. "AWARD" means any Option. "AWARD AGREEMENT" means an agreement in substantially the Form attached hereto as Exhibit A or any other written agreement, contract, or other instrument or document, designated by the Committee, evidencing any Award which may, but need not, be executed or acknowledged by a Participant. "BOARD" means the Board of Directors of the Company. "CAUSE" means (i) dishonesty by a Participant that results in substantial personal enrichment at the expense of the Company; (ii) willful violations of a Participant's obligations to the Company (including under any employment agreement between the Participant and the Company) which result in material injury to the Company; (iii) a Participant's commission of any felony involving the personal dishonesty of the Participant; or (iv) a Participant's chronic alcoholism or abuse of controlled substances. "CHANGE OF CONTROL" means: (a) any "person" (as such term is used in Section 3(a)(9) and 13(d)(3) of the Exchange Act) other than (A) the DLJ Entities and/or their respective Permitted Transferees (as defined in the Investors' Agreement) or (B) any "group" (within the meaning of such Section 13(d)(3)) of which the DLJ Entities constitute a majority (on the basis of ownership interest), acquires, directly or indirectly, by virtue of the consummation of any purchase, merger or other combination, securities of the Company representing more than 51% of the combined voting power of the Company's then outstanding voting securities with respect to matters submitted to a vote of the stockholders generally; or (b) a sale or transfer by the Company or any of its Subsidiaries of substantially all of the consolidated assets of the Company and its Subsidiaries to an entity which is not an Affiliate of the Company prior to such sale or transfer. "CODE" means the Internal Revenue Code of 1986, as amended from time to time. "COMMITTEE" means a committee of the Board designated by the Board to administer the Plan. Until otherwise determined by the Board, the full Board shall be the Committee under the Plan. "DISABILITY" shall mean a Participant's inability to perform the duties of his or her employment due to mental or physical incapacity for a period of six consecutive months. "EMPLOYEE" means an employee of the Company or any Subsidiary. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended. "FAIR MARKET VALUE" means with respect to the Shares, as of any given date or dates, the average reported closing price of a share of such class of common stock on such exchange or market as is the principal trading market for such class of common stock for the three trading days immediately preceding such date or dates. If such class of common stock is not traded on an exchange or principal trading market on such date, the fair market value of a Share shall be determined by the Committee in good faith taking into account as appropriate recent sales of the Shares, recent valuations of the Shares and such other factors as the Committee shall in its discretion deem relevant or appropriate. 2 "INVESTORS' AGREEMENT" means the Amended and Restated Investors' Agreement dated as of October 2, 1998 among (i) the Company, (ii) DLJ Merchant Banking Partners II, L.P., DLJ Merchant Banking Partners II-A, L.P., DLJ Offshore Partners II, C.V., DLJ Diversified Partners, L.P., DLJ Diversified Partners-A, L.P., DLJ Millennium Partners, L.P., DLJ Millennium Partners-A, L.P., DLJMB Funding II, Inc., UK Investment Plan 1997 Partners, DLJ EAB Partners, DLJ First ESC, L.P. and DLJ ESC II, L.P. (collectively, the "DLJ ENTITIES") and (iii) certain other Persons listed on the signature pages thereof. "OPTION" means a right to purchase Shares from the Company granted under Section 6 of the Plan. "PARTICIPANT" means the Employees set forth on Exhibit B hereto selected by the Committee to receive the Awards set forth in Exhibit B (and to the extent applicable, any heirs or legal representatives thereof). "PERMITTED TRANSFEREE" shall have the meaning assigned to it in the Investors' Agreement. "PERSON" means any individual, corporation, limited liability company, partnership, association, joint-stock company, trust, unincorporated organization, government or political subdivision thereof or other entity. "PLAN" means this DeCrane Holdings Co. Management Incentive Plan. "SEC" means the Securities and Exchange Commission or any successor thereto. "SHARES" means shares of common stock, $0.01 par value, of the Company or such other securities as may be designated by the Committee from time to time. "SUBSIDIARY" shall mean, with respect to any Person, any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions are at the time directly or indirectly owned by such Person. "SUBSTITUTE AWARDS" means Awards granted in assumption of, or in substitution for, outstanding awards previously granted by a company acquired by the Company or with which the Company combines. 3 SECTION 3. ADMINISTRATION. (a) AUTHORITY OF COMMITTEE. The Plan shall be administered by the Committee. Subject to the terms of the Plan, applicable law and contractual restrictions affecting the Company, and in addition to other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of Shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award and Award Agreement; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, other property, and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (viii) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (ix) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. (b) COMMITTEE DISCRETION BINDING. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all Persons, including the Company, any Subsidiary, any Participant, any holder or beneficiary of any Award, any shareholder and any Employee. 4 SECTION 4. SHARES AVAILABLE FOR AWARDS. (a) SHARES AVAILABLE. Subject to adjustment as provided in Section 4(b) and 4(c), the number of Shares with respect to which Awards may be granted under the Plan shall be 356,257 Shares. If, after the effective date of the Plan, any Shares covered by an Award granted under the Plan or to which such an Award relates are forfeited, or if such an Award is settled for cash or otherwise terminates or is canceled without the delivery of Shares, then the Shares covered by such Award, or to which such Award relates, or the number of Shares otherwise counted against the aggregate number of Shares with respect to which Awards may be granted, to the extent of any such settlement, forfeiture, termination or cancellation, shall, in the calendar year in which such settlement, forfeiture, termination or cancellation occurs, again become Shares with respect to which Awards may be granted unless any dividends have been paid thereon prior to such settlement, forfeiture, termination or cancellation. In addition, Shares tendered in satisfaction or partial satisfaction of the exercise price of any Award or any tax withholding obligations will again become Shares with respect to which Awards may be granted. Notwithstanding the foregoing and subject to adjustment as provided in Section 4(b), no Employee of the Company may receive Options in any calendar year that relate to more than 150,000 Shares. (b) ADJUSTMENTS. In the event that the Committee determines that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, reclassification, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number of Shares of the Company (or number and kind of other securities or property) with respect to which Awards may thereafter be granted, (ii) the number of Shares or other securities of the Company (or number and kind of other securities or property) subject to outstanding Awards, and (iii) the grant or exercise price with respect to any Award, or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award. (c) SUBSTITUTE AWARDS. Any Shares underlying Substitute Awards shall not be counted against the Shares available for Awards under the Plan. 5 (d) SOURCES OF SHARES DELIVERABLE UNDER AWARDS. Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or of treasury Shares. (e) Participants who have previously purchased shares from the Company shall be entitled to purchase additional Shares from the Company, at Fair Market Value and on such other terms and conditions as are substantially similar to that of such previous purchase, in such amounts as may be required to prevent dilution of each such Participant's ownership interest in the Company. SECTION 5. ELIGIBILITY. Any Employee, including any officer or employee-director of the Company or any Subsidiary, shall be eligible to be designated a Participant. SECTION 6. STOCK OPTIONS. (a) GRANT. Subject to the provisions of the Plan and contractual restrictions affecting the Company, the Committee shall have sole and complete authority to determine the Employees to whom Options shall be granted, the number of Shares to be covered by each Option, the exercise price therefor and the conditions and limitations applicable to the exercise of the Option. (b) EXERCISE PRICE. The Committee in its sole discretion shall establish the exercise price at the time each Option is granted; PROVIDED, that in no event shall the exercise price per Share be less than the Fair Market Value of a Share on the date of grant. (c) EXERCISE. Each Option shall be exercisable at such times and subject to such terms and conditions as the Committee may, in its sole discretion, specify in the applicable Award Agreement or thereafter. The Committee may impose such conditions with respect to the exercise of Options, including without limitation, any relating to the application of Federal or state securities laws, as it may deem necessary or advisable. (d) PAYMENT. No Shares shall be delivered pursuant to any exercise of an Option until payment in full of the exercise price, or adequate provision therefor, is received by the Company. Such payment may be made: (i) in cash; (ii) in Shares owned by the Participant for at least six months (the value of such Shares shall be their Fair Market Value on the date of exercise); (iii) by a combination of cash and Shares; or (iv) in such other manner as permitted by the Committee at the time of grant or thereafter. 6 SECTION 7. TERMINATION OF EMPLOYMENT; VESTING. (a) TERMINATION OF EMPLOYMENT. Each Award Agreement shall contain such terms as the Committee may in its sole discretion determine concerning vesting, forfeiture, the Company's rights of repurchase of Shares acquired upon exercise of an Option, and/or the effects of termination or suspension of a Participant's employment upon the exercisability of any Option granted thereunder. (b) VESTING. Ten percent (10%) of the Options set forth on Exhibit B in respect of each Participant designated thereon a "Corporate Participant" or an "Operating Company Participant" shall be immediately vested. Ninety percent (90%) of each such Option held by each such Corporate Participant or Operating Company Participant shall vest as set forth on Schedule 1, Schedule 2 or Schedule 3, as appropriate, in each case upon attainment of the conditions and targets set forth in the relevant Schedule. SECTION 8. CHANGE OF CONTROL. The Committee, in its sole discretion, may provide in an Award Agreement for the accelerated vesting of an Award in the event of a Change of Control. SECTION 9. AMENDMENT AND TERMINATION. (a) AMENDMENTS TO THE PLAN. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided that no such amendment, alteration, suspension, discontinuation or termination shall be made without shareholder approval if such approval is necessary to comply with any tax or regulatory requirement, including for these purposes any approval requirement which is a prerequisite for exemptive relief from Section 16(b) of the Exchange Act, for which or with which the Board deems it necessary or desirable to qualify or comply. Notwithstanding anything to the contrary herein, the Committee may amend the Plan in such manner as may be necessary so as to have the Plan conform with local rules and regulations in any jurisdiction outside the United States. (b) AMENDMENTS TO AWARDS. Subject to the terms of the Plan and applicable law, the Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would adversely affect the rights of a Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary. 7 (c) CANCELLATION. Any provision of this Plan or any Award Agreement to the contrary notwithstanding, in the event of a Change of Control or an offer to Participants generally relating to the acquisition of Shares, including through purchase, merger or otherwise, the Committee may cause any Award granted hereunder to be canceled in consideration of a cash payment or alternative Award made to the holder of such canceled Award equal in value to the Fair Market Value of such canceled Award. SECTION 10. GENERAL PROVISIONS. (a) DIVIDEND EQUIVALENTS. In the sole and complete discretion of the Committee, an Award may provide the Participant with dividends or dividend equivalents, payable in cash, Shares, other securities or other property on a current or deferred basis. (b) NONTRANSFERABILITY. Except to the extent otherwise provided in an Award Agreement, no Award shall be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant, except by will or the laws of descent and distribution. (c) NO RIGHTS TO AWARDS. No Employee, Participant or other Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Employees, Participants, or holders or beneficiaries of Awards. The terms and conditions of Awards need not be the same with respect to each recipient. (d) SHARE CERTIFICATES. Certificates issued in respect of Shares shall, unless the Committee otherwise determines, be registered in the name of the Participant or its Permitted Transferees and shall be deposited by such Participant or Permitted Transferee, together with a stock power endorsed in blank, with the Company. When the Participant ceases to be bound by any transfer restrictions set forth herein or in the Investors' Agreement, the Company shall deliver such certificates to the Participant upon request. Such stock certificate shall carry such appropriate legends, and such written instructions shall be given to the Company's transfer agent, as may be deemed necessary or advisable by counsel to the Company in order to comply with the requirements of the Securities Act of 1933, any state securities laws or any other applicable laws and the Investors' Agreement. Subject to the provisions of the Investors' Agreement, all certificates for Shares or other securities of the Company or any Subsidiary delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations and other requirements of the Securities and Exchange Commission or any stock exchange upon which such Shares or 8 other securities are then listed and any applicable laws or rules or regulations, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. (e) WITHHOLDING. A Participant may be required to pay to the Company or any Subsidiary, and the Company or any Subsidiary shall have the right and is hereby authorized to withhold from any Award, from any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other securities, other Awards or other property) of any applicable withholding taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. The Committee may provide for additional cash payments to holders of Awards to defray or offset any tax arising from any such grant, lapse, vesting, or exercise of any Award. (f) AWARD AGREEMENTS. Each Award hereunder shall be evidenced by an Award Agreement which shall be delivered to the Participant and shall specify the terms and conditions of the Award and any rules applicable thereto. (g) NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing contained in the Plan shall prevent the Company or any Subsidiary from adopting or continuing in effect other compensation arrangements, which may, but need not, provide for the grant of options, restricted stock, Shares and other types of Awards provided for hereunder (subject to shareholder approval if such approval is required), and such arrangements may be either generally applicable or applicable only in specific cases. (h) NO RIGHT TO EMPLOYMENT. The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ or service of the Company or any Subsidiary. Further, the Company or an Subsidiary may at any time dismiss a Participant from employment or service, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement. (i) RIGHTS AS A STOCKHOLDER. Subject to the provisions of the applicable Award, no Participant or holder or beneficiary of any Award shall have any rights as a stockholder with respect to any Shares to be issued under the Plan until he or she has become the holder of such Shares. (j) GOVERNING LAW. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan and any Award Agreement shall be determined in accordance with the laws of the State of Delaware. 9 (k) SEVERABILITY. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force and effect. (l) OTHER LAWS. The Committee may refuse to issue or transfer any Shares or other consideration under an Award if, acting in its sole discretion, it determines that the issuance or transfer of such Shares or such other consideration might violate any applicable law or regulation or entitle the Company to recover the same under Section 16(b) of the Exchange Act, and any payment tendered to the Company by a Participant in connection therewith shall be promptly refunded to the relevant Participant, holder or beneficiary. Without limiting the generality of the foregoing, no Award granted hereunder shall be construed as an offer to sell securities of the Company, and no such offer shall be outstanding, unless and until the Committee in its sole discretion has determined that any such offer, if made, would be in compliance with all applicable requirements of the U.S. federal securities laws and any other laws to which such offer, if made, would be subject. (m) NO TRUST OR FUND CREATED. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Subsidiary and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Subsidiary pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Subsidiary. (n) NO FRACTIONAL SHARES. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash or other securities or other property shall be paid or transferred in lieu of any fractional Shares or whether such fractional Shares or any rights thereto shall be canceled, terminated, or otherwise eliminated. (o) TRANSFER RESTRICTIONS. Shares acquired hereunder may not be sold, assigned, transferred, pledged or otherwise disposed of, except as provided in the Plan, the applicable Award Agreement and the Investors' Agreement. 10 (p) HEADINGS. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. SECTION 11. TERM OF THE PLAN. (a) EFFECTIVE DATE. The Plan shall be effective as of December 14, 1999, subject to approval by the shareholders of the Company. Awards may be granted hereunder prior to such shareholder approval subject in all cases, however, to such approval. (b) EXPIRATION DATE. The Board and the Committee's authority to grant Awards under the Plan shall terminate on the tenth anniversary of the Plan's effective date. Unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award granted hereunder may, and the authority of the Board or the Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights under any such Award shall, continue after the authority for grant of new Awards hereunder has been exhausted. 11 EXHIBIT A Award Agreement under the DeCrane Holdings Co. Management Incentive Plan Date of Grant: December 20, 1999 Name of Optionee: -------------------------- Number of Shares: -------------------------- Exercise Price: $23.00/share Expiration Date: December 20, 2009 DeCrane Holdings Co., a Delaware corporation (the "COMPANY"), hereby grants to the above-named optionee (the "OPTIONEE") a performance-based vesting option (the "OPTION") to purchase from the Company, for the price per share set forth above, the number of shares of Common Stock, $0.01 par value (the "SHARES"), of the Company set forth above pursuant to the DeCrane Holdings Co. Management Incentive Plan (the "PLAN"). The Options are not intended to be treated as incentive stock options under the Code. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan. The terms and conditions of the Option granted hereby, to the extent not controlled by the terms and conditions contained in the Plan, are as follows: 1. EXERCISE PRICE. The price at which each Share subject to this Option may be purchased shall be the price set forth above. 2. NUMBER OF SHARES; EXERCISE. The number of Shares for which the Option may be exercised are set forth above. To the extent this Option has become vested in accordance with Section 3 below, the Option may be exercised at any time until the Expiration Date, subject to the terms of the Plan and of Section 7 below. 3. VESTING. (a) GENERAL. (i) The Option shall be immediately vested and exercisable with respect to 10% of the Shares subject thereto. (ii) To the extent not previously vested in accordance with the provisions of this Section 3, the Option shall become fully vested and exercisable on the earlier of: (x) the eighth anniversary of the Date of Grant, provided the Optionee is then in the employ of the Company or a Subsidiary; or (y) upon a Change in Control provided that the internal rate of return realized by the DLJ Entities in respect of such Change in Control exceeds the targets set forth on Schedule 1 to the Plan. (b) PERFORMANCE CONDITIONS. (i) The Option shall be considered to be a "GROWTH-BASED OPTION" to the extent of 90% of the Shares subject thereto. A portion of this Growth-Based Option shall become vested and exercisable on the thirtieth day following the availability of audited financial statements of the Company for each of the four fiscal years of the Company commencing with the fiscal year ending December 31, 1999 (each such day, a "VESTING DATE"), provided, in the case of Operating Company Participants, the operating company to which such Optionee's employment primarily relates (the "OPERATING COMPANY") has achieved such Operating Company's Target EBITDA for such fiscal year as set forth in Schedule 2 or Schedule 3 to the Plan, as applicable, or, in the case of Corporate Participants, provided that the Total Consolidated EBITDA achieved for such year equals the Total Target Consolidated EBITDA for such year as set forth in Schedule 3 to the Plan. Schedule 2 and Schedule 3 set forth the total portion of the Growth-Based Option that will be treated as vested and exercisable as of each Vesting Date based on achievement of the specified percentages of the relevant Target EBITDA and Schedule 3 sets forth the Total Target Consolidated EBITDA, as the case may be, in each case for each fiscal year. (ii) If the Target EBITDA value referred to in clause (b)(i) for any Operating Company is exceeded in any fiscal year, an amount equal to all or a portion of the excess of actual EBITDA over such target EBITDA shall be taken into account in respect of the immediately preceding fiscal year solely for purposes of determining whether such Operating Company's Target EBITDA for such preceding fiscal year has A-2 been attained; provided, however, that any such excess EBITDA in any fiscal year that is taken into account as provided herein shall not be taken into account, directly or indirectly, for any purpose in respect of any other preceding fiscal year or any fiscal year commencing after such immediately preceding fiscal year. (iii) If the Target EBITDA value referred to in clause (b)(i) for any Operating Company is exceeded in any fiscal year, an amount equal to all or a portion of the excess of actual EBITDA over such target EBITDA, provided that such excess has not been taken into account in respect of the immediately preceding fiscal year pursuant to Clause (b)(ii), shall be taken into account in the immediately succeeding fiscal year solely for purposes of determining whether such Operating Company's Target EBITDA for such succeeding fiscal year has been attained; provided, however, that any such excess EBITDA in any fiscal year shall not be taken into account, directly or indirectly, for any purpose in respect of any fiscal year commencing after such immediately succeeding fiscal year. (iv) The Target EBITDA for the Operating Companies may be reallocated among such Companies provided that: (x) the Board and management of the Company agree on such reallocation and (y) the Target Total Divisional EBITDA (Rev.) set forth on Schedule 3 remains unchanged. In the event that the Company acquires any business during such period, the Target Total Consolidated EBITDA (Rev.) on Schedule 3 shall be increased by the EBITDA projected for such business for the year of acquisition and for each subsequent year, as projected for each such year at the time of its acquisition. The Committee shall have the discretion to adjust the corporate elimination in Schedule 3 to reflect such acquisition. 4. MANNER OF EXERCISE. The Optionee (or his representative, devisee or heir, as applicable) may exercise any portion of this Option which has become exercisable in accordance with the terms hereof as to all or any of the Shares then available for purchase by delivering to the Company written notice specifying: (i) the number of whole Shares to be purchased together with payment in full of the aggregate Exercise Price of such shares; (ii) the address to which dividends, notices, reports, etc. are to be sent; and (iii) the Optionee's social security number. A-3 Payment shall be in cash, by certified or bank cashier's check payable to the order of the Company, free from all collection charges, or in unencumbered Shares (provided such shares shall have been held by the Optionee for at least six months unless the Committee determines in its sole discretion that such six-month holding period is not necessary to comply with any accounting, legal or regulatory requirement) having a Fair Market Value equal to the full amount of the Exercise Price therefor, or such other form as may be permitted by the Committee. Only one stock certificate will be issued unless the Optionee otherwise requests in writing. Shares purchased upon exercise of the Option will be issued in the name of the Optionee or the Optionee's Permitted Transferee. No Shares shall be issued hereunder unless and until the Optionee (or his representative, devisee or heir, as applicable) executes and agrees to be bound by the Investors' Agreement. The Optionee shall not be entitled to any rights as a stockholder of the Company in respect of any Shares covered by this Option until such Shares shall have been paid for in full and issued to the Optionee. 5. CERTIFICATES. Certificates issued in respect of Shares acquired upon exercise of the Option shall, unless the Committee otherwise determines, be registered in the name of the Optionee or its Permitted Transferee. When the Optionee ceases to be bound by the provisions of the Investors' Agreement, the Company shall deliver such certificates to the Optionee or its Permitted Transferee upon request. Such stock certificate shall carry such appropriate legends, and such written instructions shall be given to the Company's transfer agent, as may be deemed necessary or advisable by counsel to the Company in order to comply with the requirements of the Securities Act of 1933, any state securities laws or any other applicable laws or the Investors' Agreement. 6. NONTRANSFERABILITY. This Option is personal to the Optionee and may be exercised only by the Optionee or his or her representative in the event of the Optionee's Disability or death. This Option shall not be transferable other than by will or the laws of descent and distribution. Notwithstanding the foregoing, this Option may be transferred to a trust solely for the benefit of the Optionee or the Optionee's immediate family (which shall be deemed to include the Optionee's spouse, parents, siblings, children, stepchildren and grandchildren). 7. FORFEITURE OF OPTION; RIGHT OF REPURCHASE. (a) If the Optionee's employment with the Company and its Subsidiaries shall terminate for any reason other than by the Company or its Subsidiary for Cause, then (i) to the extent not yet vested as of the date of termination of employment, the Option shall immediately be forfeited; and (ii) to the extent vested as of the date of termination of employment, the Option may be A-4 retained and exercised, in accordance with the terms of the Plan and this Award Agreement, during the six month period following such termination. (b) If the Optionee's employment with the Company and its Subsidiaries shall be terminated by the Company or its Subsidiary for Cause, then the entire Option shall immediately be forfeited, and all Shares previously acquired upon exercise of the Option shall be subject to a right of repurchase by the Company from the Participant or his or her Permitted Transferee at a price equal to the Exercise Price. 8. SALE OF UNDERLYING SHARES. The Optionee's right and obligation to sell any Shares acquired upon exercise of the Option (in the case of Optionees who are party thereto) shall be subject to the terms of the Investors' Agreement. 9. EMPLOYMENT RIGHTS. This Option does not confer on the Optionee any right to continue in the employ of the Company or any Subsidiary or interfere in any way with the right of the Company or any Subsidiary to determine the terms of the Optionee's employment. 10. TERMS OF PLAN; INTERPRETATIONS. This Option and the terms and conditions herein set forth are subject in all respects to the terms and conditions of the Plan, which shall be controlling. All interpretations or determinations of the Committee and/or the Board shall be binding and conclusive upon the Optionee and his legal representatives on any question arising hereunder. The Optionee acknowledges that he has received and reviewed a copy of the Plan. 11. DELEGATION. Optionee acknowledges that any powers, rights or responsibilities of the Board and/or the Committee set forth herein may be delegated to and exercised by any subcommittee thereof as permitted under the Plan. 12. NOTICES. All notices hereunder to the party shall be delivered or mailed to the following addresses: If to the Company: DeCrane Holdings Co. c/o DLJ Merchant Banking Partners II, L.P. 277 Park Avenue New York, New York 10172 Attention: Thompson Dean Fax: (212) 892-7272 A-5 and DeCrane Holdings Co. 2361 Rosecrans Avenue Suite 180 El Segundo, CA 90245 Attention: R. Jack DeCrane Fax: (310) 643-0746 with a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Attention: George R. Bason, Jr., Esq. Fax: (212) 450-4800 If to the Optionee: To the person and at the address specified on the signature page. Such addresses for the service of notices may be changed at any time provided notice of such change is furnished in advance to the other party. 13. ENTIRE AGREEMENT. This Agreement, together with the Plan and (in the case of Optionees who are party thereto) the Investors Agreement, contains the entire understanding of the parties hereto in respect of the subject matter contained herein. This Agreement, the Plan and the Investors' Agreement supersede all prior agreements and understandings between the parties hereto with respect to the subject matter hereof. 14. GOVERNING LAW. This Award Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without application of the conflict of laws principles thereof. 15. COUNTERPARTS. This Award Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. A-6 IN WITNESS WHEREOF, the undersigned have caused this Award Agreement to be duly executed as of the date first above written. DeCRANE HOLDINGS CO. By: --------------------------- Name: Title: OPTIONEE: ------------------------------ Name: Address: c/o DeCrane Holdings Co. 2361 Rosecrans Avenue Suite 180 El Segundo, CA 90245 A-7 EXHIBIT B DECRANE HOLDINGS CO. MANAGEMENT INCENTIVE PLAN
- -------------------------------------------------------------------------------------------------- STOCK OPTION STOCK OPTIONS (#) PERCENTAGE (%) - -------------------------------------------------------------------------------------------------- CORPORATE PARTICIPANTS - -------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------- OPERATING COMPANY PARTICIPANTS - -------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------- TOTAL ALLOCATED - -------------------------------------------------------------------------------------------------- UNALLOCATED - -------------------------------------------------------------------------------------------------- Total 356,257 10.00 % - --------------------------------------------------------------------------------------------------
A-8 EX-10.20 3 EXHIBIT 10.20 SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT (this "AGREEMENT") dated as of December 20, 1999, by and among DeCrane Holdings Co., a Delaware corporation (the "COMPANY") and ______________________ (the "INVESTOR"). WHEREAS, the Investor desires to subscribe for, and the Company desires to issue to the Investor, the number of shares of common stock, par value $0.01 per share (the "COMMON STOCK"), of the Company set forth on Exhibit A hereto (such shares of Common Stock to be subscribed for by the Investor and issued to the Investor by the Company, the "SHARES" and together with any other shares of Common Stock which may subsequently be issued to such Investor, the "OWNED SHARES"). NOW, THEREFORE, IT IS AGREED: ARTICLE I ISSUANCE OF SHARES; CONSIDERATION Section 1.01. ISSUANCE OF SHARES. Upon the terms set forth in this Agreement, the Company hereby agrees to issue to the Investor, and the Investor hereby subscribes for, the Shares. Section 1.02. SUBSCRIPTION. In consideration for the issuance by the Company of the Shares, the Investor shall: (a) pay to the Company, by wire transfer of immediately available funds to an account specified by the Company, an amount equal to 50% of the aggregate subscription price set forth on Exhibit A hereto; and (b) execute and deliver to the Company a Promissory Note and Pledge Agreement (the "PROMISSORY NOTE AND PLEDGE") in the form of Exhibit C hereto evidencing a loan (a "LOAN") in a principal amount equal to 50% of the aggregate subscription price set forth on Exhibit A hereto. Section 1.03. INVESTORS' AGREEMENT. As a condition to the issuance of the Shares, the Investor shall execute and deliver to the Company an agreement in the form of Exhibit B hereto, pursuant to which the Investor agrees to be bound by the terms of the Amended and Restated Investors' Agreement ("INVESTORS' AGREEMENT"), dated as of October 2, 1998, by and among the Company and the stockholders of the Company named therein (the "DLJ ENTITIES"). ARTICLE II RIGHTS OF THE INVESTOR AND THE COMPANY Section 2.01 PREEMPTIVE RIGHTS. The Company shall provide each Investor with a written notice (a "ISSUANCE NOTICE") of any proposed issuance by the Company of Common Stock at least 10 days prior to the proposed issuance date. Such notice shall specify the price at which the Common Stock is to be issued and the other material terms of the issuance. In the event the DLJ Entities propose to purchase any such Common Stock from the Company, each Investor shall be entitled to purchase, at the price and on the terms at which the DLJ Entities propose to purchase such Common Stock and specified in such Issuance Notice, such Investor's Pro Rata Portion of the Common Stock proposed to be issued. An Investor may exercise its rights under this Section 2.01 by delivering written notice of its election to purchase Common Stock to the Company and DLJMB within 5 days of receipt of the Issuance Notice. A delivery of such a written notice (which notice shall specify the number of shares of Common Stock to be purchased by the Investor submitting such notice) by such Investor shall constitute a binding agreement of such Investor to purchase, subject to the purchase by the DLJ Entities of their portion of such Common Stock, at the price and on the terms specified in the Issuance Notice, the number of shares of Common Stock specified in such Investor's written notice. (b) In the case of any issuance of Common Stock, the Company shall have 90 days from the date of the Issuance Notice to consummate the proposed issuance of any or all of such Common Stock which the Investors have not elected to purchase at the price and upon terms that are not materially less favorable to the Company than those specified in the Issuance Notice. At the consummation of such issuance, the Company shall issue certificates representing the Common Stock to be purchased by each Investor exercising preemptive rights pursuant to this Section 2.01 registered in the name of such Investor, against payment by such Investor of the purchase price (subject to Section 2.01(c) hereof) for such Common Stock. If the Company proposes to issue Common Stock after such 90-day period, it shall again comply with the procedures set forth in this Section. (c) In the event an Investor so chooses, such Investor may elect, in lieu of paying the purchase price referred to in Section 1.04(b) hereof in cash, to pay an amount equal to 50% of the aggregate purchase price in cash and request a Loan from the Company for the remainder. If such a request is made, it shall be a condition of such Investor's purchase of the shares of Common Stock under this Section 2.01 that such Investor execute and deliver a Promissory Note and Pledge Agreement in the form of Exhibit C hereto in respect of such Loan and such shares. 2 (d) Notwithstanding the foregoing, no Investor shall be entitled to purchase Common Stock as contemplated by this Section 2.01 in connection with issuances of Common Stock (i) to employees of the Company or any Subsidiary pursuant to employee benefit plans or arrangements approved by the Board (including upon the exercise of employee stock options), (ii) in connection with any bona fide, arm's-length restructuring of outstanding debt of the Company or any Subsidiary, (iii) in connection with any bona fide, arm's-length direct or indirect merger, acquisition or similar transaction, (iv) in connection with an underwritten public offering, or (v) issued upon exercise or conversion of any other Equity Securities outstanding as of the date hereof. The Company shall not be under any obligation to consummate any proposed issuance of Common Stock, regardless of whether it shall have delivered a Issuance Notice in respect of such proposed issuance. (e) The Company will use its reasonable best efforts to provide the Issuance Notice at least 15 Business Days prior to any proposed issuance of Common Stock. (f) The rights of any Investor under this Section 1.04 shall terminate automatically as to such Investor upon the termination of such Investor's employment by the Company or any of its Subsidiaries. (g) The following terms shall have the definitions set forth below: "PRO RATA PORTION" means the pro rata portion of any Common Stock proposed to be issued by the Company with respect to which Investors shall be entitled to exercise their rights under Section 2.01, based upon such Investor's Adjusted Ownership of shares of Common Stock immediately prior to the date on which the Issuance Notice is given as a percentage of the Equity Securities then outstanding (on a fully diluted basis). "ADJUSTED OWNERSHIP" means, with respect to any Investor, at any time, the number of shares of Common Stock purchased pursuant to this Agreement and owned as of such date, taking into account any stock split, stock dividend, reverse stock split or similar event. "EQUITY SECURITIES" means the Common Stock, securities convertible into or exchangeable for Common Stock and options, warrants or other rights to acquire Common Stock, preferred stock or any other equity security issued by the Company. "DLJMB" means DLJ Merchant Banking Partners II, L.P. 3 Section 2.02. TERMINATION OF EMPLOYMENT; REPAYMENT OF LOAN. (a) Upon the termination of an Investor's employment with the Company and its Subsidiaries: (a) Any outstanding Loan shall become due in accordance with the terms of such Loan. (b) In the event of an Investor's death or Disability, retirement at age 62 or later or termination of employment by the Company other than for Cause the Company or its designee shall have the right to purchase, and the Investor shall have the right to cause the Company to purchase, all or a portion of the Owned Shares at a per share price equal to the Fair Market Value on the date of purchase. (c) In the event of an Investor's termination of employment with the Company (i) by the Company for Cause or (ii) by the Investor, the Company or its designee shall have the right to purchase, and the Investor shall have the right to cause the Company to purchase, all or a portion of the Shares at a per share price equal to the lesser of (a) $23.00/share (or such other purchase price as the Investor shall have paid for such shares) and (b) the Fair Market Value on the date of purchase. (d) If either the Company or the Investor elects to exercise its right under this Section 2.02, the Company or the Investor, as the case may be, shall deliver written notice (a "PURCHASE NOTICE") to such effect within 60 days of a termination of employment. For purposes of this Section 2.02, the "date of purchase" shall mean the third business day following the receipt of notice by the other party that the purchase right is to be exercised. Payment of the purchase price may be made in cash or by certified check; PROVIDED that if the terms of any agreement to which the Company is a party, or any of the indentures governing any debt securities issued by the Company or any of its subsidiaries would prohibit the Company from effecting such payment, payment may be effected through a reduction in the amount of the principal of any outstanding Loan or a promissory note in each case having such commercially reasonable terms and interest rate as may be determined by the Company in its reasonable discretion, provided that in any event such note shall become due at such time as the prohibitions described above shall lapse. (e) The terms "CAUSE", "DISABILITY" and "FAIR MARKET VALUE" shall have the meanings given to such terms in the Company's Management Incentive Plan. 4 ARTICLE III REPRESENTATIONS OF THE COMPANY Section 3.01. CORPORATE EXISTENCE AND POWER. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Company has all corporate power to own its properties and to carry on its business as now conducted. Section 3.02. AUTHORITY AND APPROVAL. The execution and delivery of this Agreement are within the corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of the Company. This Agreement constitutes a legal, valid and binding agreement of the Company, enforceable against it in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. Section 3.03. SHARES. When issued to the Investor in accordance with the terms hereof, the Shares will be duly authorized, validly issued, fully paid and non-assessable. Section 3.04. CAPITALIZATION. The authorized capital stock of the Company (immediately prior to giving effect to the issuance of the Shares) consists of (i) 3,500,000 shares of Common Stock, of which 3,400,532 shares are issued and outstanding as of the date hereof, and (ii) 2,500,000 shares of Preferred Stock, of which 342,417 shares are issued and outstanding as of the date hereof. Except for (i) the Preferred Stock, (ii) warrants to purchase an aggregate of 155,000 shares of Common Stock issued to the DLJ Entities on October 2, 1998, (iii) warrants to purchase an aggregate of 150,000 shares of Common Stock issued in connection with the Company's 12% Senior Subordinated Notes due 2008 on October 5, 1998, (iv) options to purchase an aggregate of 44,612 shares of Common Stock issued to certain members of Global Technology Partners, LL as of September 30, 1999 and (v) options to purchase an aggregate of 356,257 shares of Common Stock to be issued under the Company's Management Incentive Plan, there are no outstanding securities convertible into or exchangeable for the capital stock of the Company and no outstanding options, rights or warrants to purchase or subscribe for any shares of the capital stock of the Company. 5 ARTICLE IV REPRESENTATIONS OF THE INVESTOR Section 4.01. AUTHORIZATION. The Investor has full power and authority to enter into this Agreement and the Promissory Note and Pledge and to perform his obligations hereunder and thereunder. Section 4.02. ENFORCEABILITY. Each of this Agreement and the Promissory Note and Pledge has been duly executed and delivered by the Investor and constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. Section 4.03. PRIVATE PLACEMENT. (a) The Investor understands that the offering and sale of the Shares to the Investor as contemplated hereby is intended to be exempt from registration under the Securities Act of 1933, as amended (the "1933 ACT") pursuant to Regulation D and Section 4(2) thereunder. (b) The Shares to be acquired by the Investor pursuant to this Agreement are being acquired for his own account for investment and without a view to the public distribution of the Shares or any interest therein. The Investor understands that the Shares may not be transferred or sold unless registered under the 1933 Act or an exemption from such registration becomes available. (c) The Investor has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of his investment in the Shares and the Investor is capable of bearing the economic risks of such investment, including a complete loss of his investment in the Shares. (d) The Investor has been given the opportunity to ask questions of and receive answers from the Company concerning the Company, the Shares and other related matters. The Investor further represents and warrants to the Company that he has been furnished with all information he deems necessary or desirable to evaluate the merits and risks of the acquisition of the Shares and that the Company has made available to the Investor or his agents all documents and information relating to an investment in the Shares requested by or on behalf of the Investor. In evaluating the suitability of an investment in the Shares, the Investor has not relied upon any other representations or other information (other than as contemplated by the preceding sentences) whether oral or written made by or on behalf of the Company. 6 (e) The Investor is an "Accredited Investor" as such term is defined in Regulation D under the 1933 Act. ARTICLE V MISCELLANEOUS Section 5.01. NOTICES. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission to the recipient's then current facsimile number) and shall be given, if to the Investor, to the address set forth on the signature page, and if to the Company, to: DeCrane Holdings Co. 2361 Rosecrans Avenue Suite 180 El Segundo, Ca 90245 Attn: R. Jack DeCrane Fax: (310) 643-0746 Section 5.02. AMENDMENTS AND WAIVERS. Any provision of this Agreement may be amended modified, supplemented or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective. Section 5.03. SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; PROVIDED that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto. Section 5.04. COUNTERPARTS; THIRD PARTY BENEFICIARIES. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto. No provision of this Agreement is intended to confer upon any person other than the parties hereto any rights or remedies hereunder. Section 5.05. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this 7 Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement. Section 5.06. CAPTIONS. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. Section 5.07. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with laws of the State of New York. 8 IN WITNESS WHEREOF, the Investor has executed this Agreement and the Company has caused its corporate name to be hereunto subscribed by its officers thereunto duly authorized, all as of the day and year first above written. DECRANE HOLDINGS CO. By:___________________________ Name: Title: INVESTOR By:___________________________ Name: Title: Address: Fax: 9
EXHIBIT A - ----------------- ---------------- -------------- -------------- -------------- NUMBER OF AMOUNT OF CASH PORTION FINANCED SHARES OF SUBSCRIPTION OF PORTION OF SUBSCRIBED FOR PRICE SUBSCRIPTION SUBSCRIPTION PRICE PRICE - ----------------- ---------------- -------------- -------------- -------------- Common Stock $ $ $ $23.00/share - ----------------- ---------------- -------------- -------------- --------------
10 EXHIBIT B FORM OF AGREEMENT TO BE BOUND December 20, 1999 To the Parties to the Amended and Restated Investors' Agreement dated as of October 2, 1998 Ladies and Gentlemen: Reference is made to the Amended and Restated Investors' Agreement dated as of October 2, 1998 (the "INVESTORS' AGREEMENT") among DeCrane Holdings Co. and the other Persons listed on the signature pages thereof and each other Person who has or shall become a party to the Investors' Agreement as provided therein. Capitalized terms used herein and not defined have the meanings ascribed to them in the Investors' Agreement. In consideration of the covenants and agreements contained in the Investors' Agreement, the undersigned hereby confirms and agrees that it shall be bound as a "Stockholder" by all of the provisions thereof. This letter shall be construed and enforced in accordance with the internal laws of the State of Delaware. Very truly yours, Signed:___________________ Printed:___________________ 11 EXHIBIT C FORM OF PROMISSORY NOTE AND PLEDGE New York, New York December 20, 1999 For value received,________________ (the "INVESTOR") promises to pay to the order of DeCrane Aircraft Holdings, Inc., a Delaware corporation (the "COMPANY"), also referred to herein as the "LENDER"), $ (the "LOAN"), --------------- the principal amount of which will be repayable in full on the eighth anniversary of the date hereof (the "PAYMENT DATE", subject to prepayment as set forth below, and subject to the following sentence. If at any time the Investor disposes of any shares of Common Stock, par value $0.01 per share, of the Company (the "COMMON SHARES") pledged hereunder, the proceeds of any such sale shall be used by the Investor as follows: (i) first, to pay any accrued but unpaid interest on the Loan, and (ii) second, to repay the principal amount of the Loan (or portion thereof), promptly upon receipt of such proceeds. The Investor promises to pay on the Payment Date, all accrued and unpaid interest on the Loan on such date as well as all outstanding principal on such date. Interest will accrue on the outstanding principal amount of the Loan, and will be compounded annually, at a rate equal to the applicable federal rate as published by the Treasury Department of the United States of America and effective on November 30, 1999. All payments of principal and interest shall be made in lawful money of the United States in Federal or other immediately available funds at the office of the Company c/o DLJ Merchant Banking Partners II, L.P. , 277 Park Avenue, New York, New York 10172, or as otherwise notified to the Investor by the Company. The Investor may pay the Loan without penalty in whole at any time, or from time to time in part, by paying the principal amount to be paid at such time, together with all accrued interest to the date of payment. SECURITY INTEREST. To secure payment of the principal of and all interest on the Loan, the Investor hereby assigns, pledges and grants to DLJ Merchant Banking II, Inc. (the "AGENT"), for the benefit of the Lender, a security interest in (and, to the extent not previously delivered, delivers to the Agent): (i) _______________ Common Shares acquired by the Investor from the Company as of the date hereof and all other shares of capital stock acquired by the Investor from the Lender (collectively, the "PLEDGED SHARES"); (ii) all rights and privileges with respect to the Pledged Shares; (iii) all income and profits thereon; (iv) all dividends, payments and other distributions with respect thereto; and (v) all proceeds thereof and substitutions therefor, other than any cash income, profits, dividends, payments, distributions or proceeds so long as the 12 Investor is not in default hereunder (collectively, the "COLLATERAL"). The Investor is delivering to the Agent certificates representing the Pledged Shares in pledge hereunder. Certificates evidencing the Pledged Shares shall remain in the physical custody of the Agent at all times until the Investor has made payment in full of all principal and interest on the Loan. However, the Agent may elect to release certificates on the request of Investor in connection with a transfer by Investor which is permitted hereunder, so long as the proceeds of such sale are applied as provided herein and, in its reasonable discretion, the Agent determines that the remaining Collateral is sufficient to secure the Loan. This Promissory Note and Pledge constitutes a security agreement for purposes of the Uniform Commercial Code in all relevant jurisdictions. Upon the nonpayment of principal or interest when due hereunder or under any other note issued in connection with any other loan made by Lender to Investor on similar terms (a "DEFAULT"), the Agent (i) may, by notice to the Investor, declare the Loan (together with accrued and unpaid interest thereon) to be, and the Loan shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Investor, and (ii) shall have all the rights and remedies of a secured party provided in the Uniform Commercial Code in force in New York. The Pledged Shares are granted as security only and shall not subject the Agent or the Company to, or in any way affect or modify, any obligation or liability of the Investor with respect to any of its Collateral or any transaction in connection therewith. The Investor agrees that it will, at the Company's expense and in such manner and form as the Agent may reasonably require, execute, deliver, file and record any financing statement, specific assignment or other paper and take any other action that may be reasonably necessary or desirable, or that the Agent may reasonably request, in order to create, preserve, or validate any security interest or to enable the Agent to exercise and enforce its rights hereunder with respect to any of the Collateral. To the extent permitted by applicable law, the Investor hereby authorizes the Agent to execute and file, in the name of the Investor or otherwise, Uniform Commercial Code financing statements (which may be carbon, photographic, photostatic or other reproductions of this Promissory Note and Pledge or of a financing statement relating to this Promissory Note and Pledge) which the Agent in its sole discretion may deem necessary or appropriate to further perfect its security interest in the Collateral. Limited Recourse. The Company's recourse under this Promissory Note and Pledge is limited solely to the Collateral. 13 Remedies Upon Default. To the extent a Default shall have occurred and be continuing, the Agent may cause any or all of the Pledged Shares to be transferred of record into the name of the Agent or its nominee. The Investor will promptly give to the Agent copies of any notices or other communications received by him with respect to Pledged Shares registered in the name of the Investor. The Agent will promptly give to the Investor copies of any notices and communications received by the Agent with respect to Pledged Shares registered in the name of the Agent or its nominee. If a Default shall have occurred and be continuing, the Agent shall have the right to receive and to retain as Collateral hereunder for the benefit of the Company all dividends, interest and other payments and distributions made upon or with respect to the Collateral, and the Investor shall take all such action as the Agent may deem necessary or appropriate to give effect to such right. Voting, etc., Prior to Default. Unless a Default shall have occurred and be continuing, the Investor shall have the right, from time to time, to receive and retain all cash dividends, interest and other payments and distributions made upon or with respect to the Collateral and to vote and to give consents, ratifications and waivers with respect to the Pledged Shares, and the Agent shall deliver to the Investor such proxies, powers of attorney, consents, ratifications and waivers in respect of any of the Pledged Shares which are registered in the name of the Agent or its nominee. If a Default shall have occurred and be continuing, the Agent shall have the right to the extent permitted by law (and the Investor shall take all such action as may be necessary or appropriate to give effect to such right) to vote and to give consents, ratifications and waivers, and take any other action with respect to any or all of the Pledged Shares with the same force and effect as if the Agent were the absolute and sole owner thereof. Agent Appointed Attorney in Fact. The Investor hereby irrevocably appoints the Agent its true and lawful attorney, with full power of substitution, in the name of the Investor, the Agent or otherwise, for the sole use and benefit of the Agent, but at the expense of the Agent, to the extent permitted by law, to exercise, at any time and from time to time while a Default has occurred and is continuing, all or any of the following power with respect to all or any of the Collateral: (i) to demand, sue for, collect, receive and give acquittance for any and all monies due to become due upon or by virtue thereof; (ii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto; 14 (iii) to sell, transfer, assign or otherwise deal in or with the same or the proceeds or avails thereof, as fully and effectually as if the Agent were the absolute owner thereof; and (iv) to extend the time of payment of any or all thereof and to make any allowance and other adjustments with reference thereto: PROVIDED that the Agent shall give the Investor not less than ten days' prior written notice of the time and place of any sale or other intended disposition of any of the Collateral. The Agent and the Investor agree that such notice constitutes "reasonable notification" within the meaning of Section 9-504(3) of the Uniform Commercial Code. The Investor covenants and agrees that, in the event that (i) any of the Collateral shall become subject to any lien or security interest other than the liens and security interests in favor of the Agent created hereunto, or (ii) the lien on and security interest in the Collateral in favor of the Agent shall cease to be a first priority perfected security interest in and lien on any of such Collateral (except pursuant to a release herein contemplated), the Investor will promptly take whatever reasonable action may be necessary to release such other liens or security interests or to restore the Agent's lien on and security interest in the Collateral as a first priority perfected security interest or lien, as the case may be. The Investor acknowledges that money damages would not be a sufficient remedy for the breach of the Investor's covenant in this paragraph and that, in addition to all other remedies that may be available, the Agent shall be entitled to specific performance as a remedy for any such breach. The Investor agrees that it will forthwith upon demand pay to the Agent and the Company, as the case may be, the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel and of any other parties, which the Agent or the Company may incur in connection with (w) the enforcement of this Promissory Note and Pledge, including such expenses as are incurred to preserve the value of the Collateral and the validity, perfection, rank and value of any security interest, (x) the collection, sale or other disposition of any of the Collateral, (y) the exercise by the Agent of any of the rights conferred upon it hereunder or (z) any Default; PROVIDED, HOWEVER, that in no event shall the total amount collected pursuant to this paragraph exceed the value of the Collateral. 15 For the purpose of this Promissory Note and Pledge, notices and all other communications provided for in this Promissory Note and Pledge shall be in writing and shall be given to the respective addresses or telecopy numbers set forth below: if to the Investor, to the address set forth on the signature page hereof: if to the Company, to: DeCrane Holdings Co. 2361 Rosecrans Avenue, Suite 180 El Segundo, CA 90245 Attention: R. Jack DeCrane Telefax: (310) 643-0746 if to the Agent: DLJ Merchant Banking Partners II, L.P. 277 Park Avenue New York, NY 10172 Attention: Thompson Dean Telefax: (212) 892-7272 PROVIDED, that all notices to the Company shall be directed to the attention of the Board with a copy to the Secretary of the Company, or to such other address as either party may have furnished to the other in writing in accordance herewith. Each such notice or other communication shall be effective (i) if given by telecopy, when such telecopy is transmitted to the telecopy number specified in this paragraph and telephonic confirmation of receipt thereof is obtained, (ii) if given by prepaid overnight courier, one business day after deposit with such courier or (iii) if given by United States certified or registered mail, postage prepaid, three business days after deposit with the United States postal service; PROVIDED THAT notice of change of address shall be effective only upon receipt. No failure or delay by the Agent in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. Any provision of this Promissory Note and Pledge may be amended or waived if, and only if, such amendment or waiver is in writing and is signed by The Investor, the Company and the Agent. The provisions of this Promissory Note and Pledge shall be binding upon the Investor and its successors, assigns, personal representatives, estate and heirs and shall inure to the benefit of the Company and its successors and assign. 16 This Promissory Note and Pledge shall be governed by and construed in accordance with the laws of the State of New York. Upon the repayment in full of the principal of and interest on the Loan, the security interest shall terminate and all rights to the Collateral shall revert to the Investor, and the Agent shall take all actions which may reasonably be requested by the Investor to reflect the termination of such security interest. In addition, in the case of a transfer of the Collateral permitted hereunder in which the proceeds are applied as provided herein, the security interest in the Collateral so transferred shall terminate and the Agent shall take all actions which may reasonably be requested by the Investor to reflect the termination of such security interest. 17 This Promissory Note and Pledge constitutes the entire agreement and understanding among the parties hereto and supersedes any and all prior agreements and understanding, oral or written, relating to the subject matter hereof. By:___________________________ Name: Address: Fax: Agreed and Acknowledged: DeCRANE HOLDING CO. DLJ MERCHANT BANKING II, INC. By:___________________ By:____________________________ Name: Name: Title: Title: 18 EX-10.21 4 EXHIBIT 10.21 DECRANE AIRCRAFT HOLDINGS, INC. INCENTIVE BONUS PLAN SECTION 1. PURPOSE. The purposes of the DeCrane Aircraft Holdings, Inc. Incentive Bonus Plan are to promote the interests of DeCrane Aircraft Holdings, Inc. (the "COMPANY") and its stockholders by motivating executive personnel and other key employees of the Company and its Subsidiaries, as defined below; by means of performance-related incentives to achieve specified performance goals. SECTION 2. DEFINITIONS. As used in the Plan, the following terms shall have the meanings set forth below: "AFFILIATE" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person. For purposes of this definition, the terms "control" (including with correlative meanings, the terms "controlling", "controlled by" and "under common control with"), when used with respect to any Person, means the possession, directly or indirectly of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. "AWARD" means any opportunity to receive an Incentive Bonus. "BOARD" means the Board of Directors of the Company. "CAUSE" means (i) dishonesty by a Participant that results in substantial personal enrichment at the expense of the Company; (ii) willful violations of a Participant's obligations to the Company (including under any employment agreement between the Participant and the Company) which result in material injury to the Company; (iii) a Participant's conviction of any felony involving the personal dishonesty of the Participant; or (iv) a Participant's chronic alcoholism or abuse of controlled substances. "COMMITTEE" means a committee of the Board designated by the Board to administer the Plan. Until otherwise determined by the Board, the full Board shall be the Committee under the Plan. "EMPLOYEE" means an employee of the Company or any Subsidiary. "INCENTIVE BONUS" means a cash bonus to be paid out of the Bonus Pool established and as determined pursuant to Exhibit A hereto, which Exhibit A may be revised from time to time by the Committee. "PARTICIPANT" means any Employee selected by the Committee to participate in the Plan (and to the extent applicable, any heirs or legal representatives thereof). "PERSON" means any individual, corporation, limited liability company, partnership, association, joint-stock company, trust, unincorporated organization, government or political subdivision thereof or other entity. "PLAN" means this DeCrane Aircraft Holdings, Inc. Incentive Bonus Plan. "SUBSIDIARY" shall mean, with respect to any Person, any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions are at the time directly or indirectly owned by such Person. SECTION 3. ADMINISTRATION. (a) AUTHORITY OF COMMITTEE. The Plan shall be administered by the Committee. Subject to the terms of the Plan, applicable law and contractual restrictions affecting the Company, and in addition to other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the amount, terms and conditions of any Award; (iii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (iv) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (v) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. (b) COMMITTEE DISCRETION BINDING. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all Persons, including the Company, any Subsidiary, any Participant or beneficiary thereof, any shareholder and any Employee. SECTION 4. ELIGIBILITY. Any Employee, including any officer or employee-director of the Company or any Subsidiary, shall be eligible to be designated a Participant. SECTION 5. INCENTIVE BONUS AWARDS. 2 (a) Each Participant shall be entitled to participation in the bonus pool set forth in Exhibit A hereto to the extent and under terms and conditions determined by the Committee. (b) Each Participant will be notified in writing at the time of his or her approval as a Participant, of the amount and terms of such Participant's Incentive Bonus opportunity. (c) Incentive Bonus payments, if any, will be made as soon as practicable after the end of the year or period to which they relate and have been calculated and approved by the Committee. (d) The Committee shall allocate Incentive Bonus Awards among the Participants. (e) The senior executive officer of each company or business acquired by the Company after the Effective Date shall be a Participant in the Plan, with the amount and terms of such Participant's Incentive Bonus opportunity to be determined by the Committee. SECTION 6. TERMINATION OF EMPLOYMENT. If a Participant dies, retires, or otherwise terminates employment (except upon a termination for Cause by the Company), a pro rata share of the Participant's award based on the period of actual participation may, at the Committee's sole discretion, be paid to the Participant after the end of the year if it would have become earned and payable had the Participant's employment status not changed. SECTION 7. AMENDMENT AND TERMINATION. (a) AMENDMENTS TO THE PLAN. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time. (b) AMENDMENTS TO AWARDS. Subject to the terms of the Plan and applicable law, the Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would adversely affect the rights Participant or any beneficiary thereof shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary. 3 SECTION 8. GENERAL PROVISIONS. (a) NONTRANSFERABILITY. No Award shall be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant. (b) NO RIGHTS TO AWARDS. No Employee, Participant or other Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Employees, Participants, or beneficiaries thereof. The terms and conditions of Awards need not be the same with respect to each recipient. (c) WITHHOLDING. The Company or any Subsidiary shall have the right and is hereby authorized to withhold from any Incentive Bonus due or made under any Award or under the Plan the amount of any applicable withholding taxes in respect of an Incentive Bonus payment under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. (d) NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing contained in the Plan shall prevent the Company or any Subsidiary from adopting or continuing in effect other compensation arrangements. (e) NO RIGHT TO EMPLOYMENT. The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ or service of the Company or any Subsidiary. Further, the Company or an Subsidiary may at any time dismiss a Participant from employment or service, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement. (f) GOVERNING LAW. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan and any Award shall be determined in accordance with the laws of the State of Delaware. (g) SEVERABILITY. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force and effect. 4 (h) NO TRUST OR FUND CREATED. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Subsidiary and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Subsidiary pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Subsidiary. (i) HEADINGS. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. SECTION 9. TERM OF THE PLAN. (a) EFFECTIVE DATE. The Plan shall be effective as of January 1, 1999. (b) EXPIRATION DATE. The Board and the Committee's authority to grant Awards under the Plan shall terminate on the fourth anniversary of the Plan's effective date. 5 EX-13.22-1 5 EXHIBIT 13.22-1 Exhibit 13.22.1 CERTIFICATE OF INCORPORATION OF DAH - IP HOLDINGS, INC. * * * * * 1. The name of the corporation is DAH - IP Holdings, Inc. 2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. 3. The total number of shares of stock which the corporation shall have authority to issue is 1,000; all of such shares shall have $.01 par value. To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. 5. The name and mailing address of each incorporator is as follows: NAME MAILING ADDRESS ---- --------------- M.C. Kinnamon 1209 Orange Street, Wilmington, DE 19801 The name and mailing address of each person who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified, is as follows: NAME MAILING ADDRESS ---- --------------- R. Jack DeCrane 2361 Rosecrans Ave #180 El Segundo, CA 90245 Richard J. Kaplan 2361 Rosecrans Ave #180 El Segundo, CA 90245 6. The corporation is to have perpetual existence. 7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized: To make, alter or repeal the by-laws of the corporation. 8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide. 9. The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. 10. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 17th day of November, 1999. /s/ M.C. KINNAMON --------------------------- M.C. Kinnamon EX-13.22-2 6 EXHIBIT 13.22-2 BYLAWS OF DAH-IP HOLDINGS, INC. ARTICLE 1 - Offices Section 1.1 REGISTERED OFFICE. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 1.2 OTHER OFFICES. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require. ARTICLE 2 - Meetings of Stockholders Section 2.1 ANNUAL MEETINGS. Annual meetings of stockholders shall be held on a date set by the Board of Directors in each year for the purpose of electing directors and transacting such other proper business as may come before the meeting. Section 2.2 SPECIAL MEETINGS. Special meetings shall by held solely for the purpose or purposes specified in the notice of meeting. Section 2.3 TIME AND PLACE OF MEETINGS. Subject to the provisions of Section 2.1 each meeting of stockholders shall be held on such date, at such hour and at such place, either within or without the State of Delaware, as shall be fixed by the Board of Directors or in the notice of the meeting or, in the case of an adjourned meeting, as announced at the meeting at which the adjournment is taken. Section 2.4 NOTICE OF MEETINGS. A written notice of each meeting of stockholders, stating the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given either personally or by mail to each stockholder entitled to vote at the meeting. Unless otherwise provided by statute, the notice shall be given not less than ten nor more than sixty days before the date of the meeting and, if mailed, shall be deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation. No notice need be given to any person with whom communication is unlawful, nor shall there be any duty to apply for any permit or license to give notice to any such person. If the time and place of an adjourned meeting of stockholders are announced at the meeting at which the adjournment is taken, no notice need be given of the adjourned meeting unless that adjournment is for more than thirty days or unless, after the adjournment, a new record date is fixed for the adjourned meeting. Section 2.5 WAIVER OF NOTICE. Anything herein to the contrary notwithstanding, notice of any meeting of stockholders need not be given to any stockholder who in person or by proxy shall have waived in writing notice of the meeting, either before or after such meeting, or who shall attend the meeting in person or by proxy, unless he attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Section 2.6 QUORUM AND MANNER OF ACTING. Subject to the provisions of these bylaws, the certificate of incorporation and statutes as to the vote that is required for a specified action, the presence in person or by proxy of the holders of 50% of the outstanding shares of the Corporation entitled to vote at any meeting of stockholders, plus one share, shall constitute a quorum for the transaction of business, and the vote in person or by proxy of the holders of a majority of the shares constituting such quorum shall be binding on all stockholders of the Corporation. A majority of the shares present in person or by proxy and entitled to vote may, regardless of whether or not they constitute a quorum, adjourn the meeting to another time and place. Any business which might have been transacted at the original meeting may be transacted at any adjourned meeting at which a quorum is present. Section 2.7 VOTING. Stockholders shall be entitled to cumulative voting at all elections of directors to the extent provided in or pursuant to the certificate of incorporation. Stockholders may vote by proxy but no proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Section 2.8 INSPECTION OF ELECTION. (a) The Board of Directors shall appoint an inspector of election to act at each meeting of stockholders and any adjournment thereof. If an inspector of election is not so appointed, or the person appointed as inspector fails or refuses to act, the chairman of the meeting shall appoint an inspector of election. (b) The inspector of election shall determine the outstanding stock of the Corporation and the voting power of each class and series, the stock represented at the meeting and the existence of a quorum, shall receive votes or ballots, shall count and tabulate all votes and shall determine the result; and in connection therewith, the inspector shall determine the authority, validity and effect of proxies, hear and determine all challenges and questions, and do such other acts as may be proper to conduct the election or vote with fairness to all stockholders. (c) The inspector of election shall make a report in writing of any challenge or question or other matter determined by him and shall execute a certificate of any fact found in connection therewith. Any such report or certificate shall be filed with the record of the meeting. Section 2.9 LIST OF STOCKHOLDERS. A complete list of the stockholders entitled to vote at each meeting of stockholders, arranged in alphabetical order, and showing the address and number of shares registered in the name of each stockholder, shall be prepared and made available for examination during regular business hours by any stockholder for any purpose germane to the meeting. The list shall be available for such examination at the place where the meeting is to be held for a period of not less than ten days prior to the meeting and during the whole time of the meeting. Page 2 Section 2.10 ACTION WITHOUT A MEETING. Any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. ARTICLE 3 - Board of Directors Section 3.1 NUMBER. The number of directors shall be no less than one and no more than five, and shall be set by the Board of Directors by adoption of a resolution with respect thereto. Section 3.2 ORGANIZATION MEETINGS. As promptly as practicable after each annual meeting of stockholders, an organization meeting of the Board of Directors shall be held for the purpose of organization and the transaction of other business. Section 3.3 REGULAR MEETINGS. Regular meetings of the Board of Directors may be held at such place and time as may be designated by the Board. Section 3.4 SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by the Chairman, the President, any three directors, or, if less than three, the remaining directors. Section 3.5 BUSINESS OF MEETINGS. Except as otherwise expressly provided in these bylaws, any and all business may be transacted at any meeting of the Board of Directors; PROVIDED, that if so stated in the notice of meeting, the business transacted at a special meeting shall be limited to the purpose or purposes specified in the notice. Section 3.6 TIME AND PLACE OF MEETINGS. Subject to the provisions of Section 3.4 each meeting of the Board of Directors shall be held on such date, at such hour and in such place as fixed by the Board or in the notice or waivers of notice of the meeting or, in the case of an adjourned meeting, as announced at the meeting at which the adjournment is taken. Section 3.7 NOTICE OF MEETINGS. No notice need be given of any organization or regular meeting of the Board of Directors for which the date, hour and place have been fixed by the Board. Notice of the date, hour and place of all other organization and regular meetings, and of all special meetings, shall be given to each director personally, by telephone or telegraph or by mail. If by mail, the notice shall be deposited in the United States mail, postage prepaid, directed to the director at his residence or usual place of business as the same appear on the books of the Corporation not later than five days before the meeting. If given by telegraph, the notice shall be directed to the director at his residence or usual place of business as the same appear on the books of the Corporation not later than at any time during the day before the meeting. If given personally or by telephone, the notice shall be given not later than the day before the meeting. Page 3 Section 3.8 WAIVER OF NOTICE. Anything herein to the contrary notwithstanding, notice of any meeting of the Board of Directors need not be given to any director who shall have waived in writing notice of the meeting, either before or after the meeting, or who shall attend such meeting, unless he attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Section 3.9 ATTENDANCE BY TELEPHONE. Directors may participate in meetings of the Board of Directors by means of conference telephone or similar communications equipment by means of which all directors participating in the meeting can hear one another, and such participation shall constitute presence in person in the meeting. Section 3.10 QUORUM AND MANNER OF ACTING. A majority of the total number of directors at the time provided for pursuant to Section 3.1 shall constitute a quorum for the transaction of business at any meeting of the Board of Directors and, except as otherwise provided in these bylaws, in the certificate of incorporation or by statute, the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board. A majority of the directors present at any meeting, regardless of whether or not they constitute a quorum, may adjourn the meeting to another time or place. Any business which might have been transacted at the original meeting may be transacted at any adjourned meeting at which a quorum is present. Section 3.11 ACTION WITHOUT A MEETING. Any action which could be taken at a meeting of the Board of Directors may be taken without a meeting if all of the directors consent to the action in writing and the writing or writings are filed with the minutes of the Board. Section 3.12 RESIGNATION OF DIRECTORS. Any director may resign at any time upon written notice to the Corporation. The resignation shall become effective at the time specified in the notice and, unless otherwise provided in the notice, acceptance of the resignation shall not be necessary to make it effective. Section 3.13 VACANCIES AND REMOVAL. Vacancies in the Board of Directors, except vacancies created by removal of a director by the shareholders, may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until a successor is elected at an annual or a special meeting of the shareholders in accordance with these Bylaws. The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors. If the Board of Directors accepts the resignation of a director tendered to take effect at a future time, the Board or the shareholders may elect a successor to take office when the resignation is to become effective. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director's term of office. A vacancy or vacancies in the Board of Directors shall be deemed to exist in case of the death, resignation or removal of any director, or if the authorized number of directors is Page 4 increased, or if the shareholders fail at any annual or special meeting of shareholders at which any director or directors are elected to elect the full authorized number of directors to be voted for at that meeting. The Board may declare vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony. All the directors, or any individual director or directors, may be removed from office, without cause, by the vote of the shareholders having a majority of the voting power entitling them to elect directors in place of those to be removed. ARTICLE 4 - Committees of the Board of Directors Section 4.1 EXECUTIVE COMMITTEE. By resolution adopted by an affirmative vote of the majority of the whole Board of Directors, the Board may appoint an Executive Committee consisting of the chief executive officer of the Corporation, EX OFFICIO, and two or more other directors and, if deemed desirable, one or more directors as alternate members who may replace any absentee or disqualified member at any meeting of the Executive Committee. If so appointed, the Executive Committee shall, when the Board is not in session, have all the power and authority of the Board in the management of the business and affairs of the Corporation not reserved to the Board by Section 4.3 including, but not limited to, the power and authority to declare dividends, to authorize the issuance of stock and to adopt a certificate of ownership and merger. The Executive Committee shall keep a record of its acts and proceedings and shall report the same from time to time to the Board of Directors. Section 4.2 OTHER COMMITTEES. By resolution adopted by an affirmative vote of the majority of the whole Board of Directors, the Board may from time to time appoint such other committees of the Board, consisting of one or more directors and, if deemed desirable, one or more directors who shall act as alternate members and who may replace any absentee or disqualified member at any meeting of the committee, and may delegate to each such committee any of the powers and authority of the Board in the management of the business and affairs of the Corporation not reserved to the Board pursuant to Section 4.3. Each such committee shall keep a record of its acts and proceedings. Section 4.3 POWERS RESERVED TO THE BOARD. No committee of the Board shall take any action to amend the certificate of incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board, fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation) or these bylaws, adopt any agreement to merge or consolidate the Corporation, or recommend to the stockholders a sale, lease or exchange of all or substantially all of the property and assets of the Corporation, a dissolution of the Corporation or a revocation of a dissolution of the Corporation; nor shall any committee of the Board take any action which is required in these bylaws, in the certificate of incorporation or by statute to be taken by a vote of a specified proportion of the whole Board of Directors. Page 5 Section 4.4 ELECTION OF COMMITTEE MEMBERS; VACANCIES. So far as practicable, members of the committees of the Board and their alternates (if any) shall be appointed at each organization meeting of the Board of Directors and, unless sooner discharged by an affirmative vote of the majority of the whole Board, shall hold office until the next organization meeting of the Board and until their respective successors are appointed. In the absence or disqualification of any member of a committee of the Board, the member or members (including alternates) present at any meeting of the committee and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another director to act at a meeting in place of any absent or disqualified member. Vacancies in committees of the Board created by death, resignation or removal may be filled by an affirmative vote of a majority of the whole Board of Directors. Section 4.5 MEETINGS. Each committee of the Board may provide for regular meetings of such committee. Special meetings of each committee may be called by any two members of the committee (or, if there is only one member, by that member in concert with the chief executive officer) or by the chief executive officer of the Corporation. The provisions of Section 3 regarding the business, time and place, notice and waivers of notice of meetings, attendance at meetings and action without a meeting shall apply to each committee of the Board, except that the references in such provisions to the directors and the Board of Directors shall be deemed respectively to be references to the members of the committee and to the committee. Section 4.6 QUORUM AND MANNER OF ACTING. A majority of the members of any committee of the Board shall constitute a quorum for the transaction of business at meetings of the committee, and the act of a majority of the members present at any meeting at which a quorum is present shall be the act of the committee. A majority of the members present at any meeting, regardless of whether or not they constitute a quorum, may adjourn the meeting to another time or place. Any business which might have been transacted at the original meeting may be transacted at any adjourned meeting at which a quorum is present. ARTICLE 5 - Officers Section 5.1 ELECTION AND APPOINTMENT. The elected officers of the Corporation shall consist of a Chief Executive Officer, one or more Vice Presidents, a Chief Financial Officer, a Secretary and such other elected officers as shall from time to time be designated by the Board of Directors. The Board may from time to time make, or provide for, such other designations as it deems appropriate. The Board may also appoint, or provide for the appointment of, such other officers and agents as may from time to time appear necessary or advisable in the conduct of the affairs of the Corporation. Any number of offices may be held by the same person, except no person may at the same time be both the Chief Executive Officer and the chief financial officer. Section 5.2 DUTIES OF CHIEF EXECUTIVE OFFICER. The chief executive officer of the Corporation shall preside at all meetings of stockholders and (unless the Board of Directors elects a separate Chairman) at all meetings of the Board of Directors and the Executive Committee and, except to the extent otherwise provided in these bylaws or by the Board, shall have general authority to execute any and all documents in the name of the Corporation and Page 6 general and active supervision and control of all of the business and affairs of the Corporation. In the absence of the chief executive officer, his duties shall be performed and his powers may be exercised by the chief financial officer or by such other officer as shall be designated either by the chief executive officer in writing or (failing such designation) by the Executive Committee or Board of Directors. Section 5.3 DUTIES OF OTHER OFFICERS. The other officers of the Corporation shall have such powers and duties not inconsistent with these bylaws as may from time to time be conferred upon them in or pursuant to resolutions of the Board of Directors, and shall have such additional powers and duties not inconsistent with such resolutions as may from time to time be assigned to them by any competent superior officer. The Board shall assign to one or more of the officers of the Corporation the duty to record the proceedings of the meetings of the stockholders and the Board of Directors in a book to be kept for that purpose. Section 5.4 TERM OF OFFICE AND VACANCY. So far as practicable, the elected officers shall be elected at each organization meeting of the Board, and shall hold office until the next organization meeting of the Board and until their respective successors are elected and qualified. If a vacancy shall occur in any elected office, the Board of Directors may elect a successor for the remainder of the term. Appointed officers shall hold office at the pleasure of the Board. Any officer may resign by written notice to the Corporation. Section 5.5 REMOVAL OF ELECTED OFFICERS. Elected officers may be removed at any time, either for or without cause, by the affirmative vote of a majority of the whole Board of Directors at a meeting called for that purpose. Section 5.6 COMPENSATION OF ELECTED OFFICERS. The compensation of all elected officers of the Corporation shall be fixed from time to time by the Board of Directors. ARTICLE 6 - Shares and Transfer of Shares Section 6.1 CERTIFICATES. Every stockholder shall be entitled to a certificate signed by the Chairman or Vice Chairman of the Board of Directors, or the Chief Executive Officer or the President, and by the Chief Financial Officer or the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the class and number of shares owned by him in the Corporation; PROVIDED that, any and all signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or it were such officer, transfer agent or registrar at the date of issue. Section 6.2 TRANSFER AGENTS AND REGISTRARS. The Board of Directors may, in its discretion, appoint one or more responsible banks or trust companies in the City of New York or in such other city or cities (if any) as the Board may deem advisable, from time to time, to act as transfer agents and registrars of shares of the Corporation; and, when such appointments shall Page 7 have been made, no certificate for shares of the Corporation shall be valid until countersigned by one of such transfer agents and registered by one of such registrars. Section 6.3 TRANSFERS OF SHARES. Shares of the Corporation may be transferred by delivery of the certificates therefor, accompanied either by an assignment in writing on the back of the certificates or by written power of attorney to sell, assign and transfer the same, signed by the record holder thereof; but no transfer shall affect the right of the Corporation to pay any dividend upon the shares to the holder of record thereof, or to treat the holder of record as the holder in fact thereof for all purposes, and no transfer shall be valid, except between the parties thereto, until such transfer shall have been made upon the books of the Corporation. Section 6.4 LOST CERTIFICATES. In case any certificate for shares of the Corporation shall be lost, stolen or destroyed, the Board of Directors, in its discretion, or any transfer agent thereunto duly authorized by the Board, may authorize the issue of a substitute certificate in place of the certificate so lost, stolen or destroyed, and may cause such substitute certificate to be countersigned by the appropriate transfer agent (if any) and registered by the appropriate registrar (if any); PROVIDED that, in each such case, the applicant for a substitute certificate shall furnish to the Corporation and to such of its transfer agents and registrars as may require the same, evidence to their satisfaction, in their discretion, of the loss, theft or destruction of such certificate and of the ownership thereof, and also such security or indemnity as may by them be required. Section 6.5 RECORD DATES. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders, or any adjournment thereof, or to express consent to action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of shares or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date which shall be not more than sixty nor less than ten days before the date of any meeting of stockholders, and not more than sixty days prior to any other action. In such case, those stockholders, and only those stockholders, who are stockholders of record on the date fixed by the Board of Directors shall, notwithstanding any subsequent transfer of shares on the books of the Corporation, be entitled to notice of and to vote at such meeting of stockholders, or any adjournment thereof, or to express consent to such corporate action in writing without a meeting, or entitled to receive payment of such dividend or other distribution or allotment of rights, or entitled to exercise rights in respect of any such change, conversion or exchange of shares or to participate in any such other lawful action. ARTICLE 7 - Miscellaneous Section 7.1 FISCAL YEAR. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors. Page 8 Section 7.2 SIGNATURE ON NEGOTIABLE INSTRUMENTS. All bills, notes, checks or other instruments for the payment of money shall be signed or countersigned in such manner as from time to time may be prescribed by resolution of the Board of Directors. Section 7.3 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND FIDUCIARIES; INSURANCE. (a) The Corporation may indemnify, in accordance with and to the full extent permitted by the laws of the State of Delaware, as such laws may be amended from time to time, and shall so indemnify to the full extent permitted by such laws, any person (and the heirs and legal representatives of any such person) made or threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such person is or was a director, officer, employee, agent, or fiduciary of the Corporation or any constituent corporation absorbed in a consolidation or merger, or serves or served as such with another corporation, partnership, joint venture, trust or other enterprise at the request of the Corporation or any such constituent corporation. (b) By action of the Board of Directors notwithstanding any interest of the directors in such action, the Corporation may purchase and maintain insurance in such amounts as the Board of Directors deems appropriate on behalf of any person who is or was a director, officer, employee, agent or fiduciary of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation shall have power to indemnify him against such liability under the provisions of this Section. ARTICLE 8 - Bylaw Amendments Section 8.1 BY THE STOCKHOLDERS. These bylaws may be amended by the stockholders at a meeting called for the purpose in any manner not inconsistent with any provision of law or of the certificate of incorporation. Section 8.2 BY THE DIRECTORS. These bylaws may be amended by the affirmative vote of a majority of the whole Board of Directors in any manner not inconsistent with any provision of law or of the certificate of incorporation. Page 9 EX-13.23-1 7 EXHIBIT 13.23-1 Exhibit 13.23.1 CERTIFICATE OF INCORPORATION OF DAH - IP INFINITY, INC. * * * * * 1. The name of the corporation is DAH - IP Infinity, Inc. 2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. 3. The total number of shares of stock which the corporation shall have authority to issue is 1,000; all of such shares shall have $.01 par value. To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. 5. The name and mailing address of each incorporator is as follows: NAME MAILING ADDRESS ---- --------------- M.C. Kinnamon 1209 Orange Street, Wilmington, DE 19801 The name and mailing address of each person who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified, is as follows: NAME MAILING ADDRESS ---- --------------- R. Jack DeCrane 2361 Rosecrans Ave #180 El Segundo, CA 90245 Richard J. Kaplan 2361 Rosecrans Ave #180 El Segundo, CA 90245 6. The corporation is to have perpetual existence. 7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized: To make, alter or repeal the by-laws of the corporation. 8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide. 9. The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. 10. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 09th day of December, 1999. /s/ M.C. Kinnamon ------------------------------------- M.C. Kinnamon EX-13.23-2 8 EXHIBIT 13.23-2 Exhibit 13.23.2 BYLAWS OF DAH-IP INFINITY, INC. ARTICLE 1 - Offices Section 1.1 REGISTERED OFFICE. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 1.2 OTHER OFFICES. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require. ARTICLE 2 - Meetings of Stockholders Section 2.1 ANNUAL MEETINGS. Annual meetings of stockholders shall be held on a date set by the Board of Directors in each year for the purpose of electing directors and transacting such other proper business as may come before the meeting. Section 2.2 SPECIAL MEETINGS. Special meetings shall by held solely for the purpose or purposes specified in the notice of meeting. Section 2.3 TIME AND PLACE OF MEETINGS. Subject to the provisions of Section 2.1 each meeting of stockholders shall be held on such date, at such hour and at such place, either within or without the State of Delaware, as shall be fixed by the Board of Directors or in the notice of the meeting or, in the case of an adjourned meeting, as announced at the meeting at which the adjournment is taken. Section 2.4 NOTICE OF MEETINGS. A written notice of each meeting of stockholders, stating the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given either personally or by mail to each stockholder entitled to vote at the meeting. Unless otherwise provided by statute, the notice shall be given not less than ten nor more than sixty days before the date of the meeting and, if mailed, shall be deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation. No notice need be given to any person with whom communication is unlawful, nor shall there be any duty to apply for any permit or license to give notice to any such person. If the time and place of an adjourned meeting of stockholders are announced at the meeting at which the adjournment is taken, no notice need be given of the adjourned meeting unless that adjournment is for more than thirty days or unless, after the adjournment, a new record date is fixed for the adjourned meeting. Section 2.5 WAIVER OF NOTICE. Anything herein to the contrary notwithstanding, notice of any meeting of stockholders need not be given to any stockholder who in person or by proxy shall have waived in writing notice of the meeting, either before or after such meeting, or who shall attend the meeting in person or by proxy, unless he attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Section 2.6 QUORUM AND MANNER OF ACTING. Subject to the provisions of these bylaws, the certificate of incorporation and statutes as to the vote that is required for a specified action, the presence in person or by proxy of the holders of 50% of the outstanding shares of the Corporation entitled to vote at any meeting of stockholders, plus one share, shall constitute a quorum for the transaction of business, and the vote in person or by proxy of the holders of a majority of the shares constituting such quorum shall be binding on all stockholders of the Corporation. A majority of the shares present in person or by proxy and entitled to vote may, regardless of whether or not they constitute a quorum, adjourn the meeting to another time and place. Any business which might have been transacted at the original meeting may be transacted at any adjourned meeting at which a quorum is present. Section 2.7 VOTING. Stockholders shall be entitled to cumulative voting at all elections of directors to the extent provided in or pursuant to the certificate of incorporation. Stockholders may vote by proxy but no proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Section 2.8 INSPECTION OF ELECTION. (a) The Board of Directors shall appoint an inspector of election to act at each meeting of stockholders and any adjournment thereof. If an inspector of election is not so appointed, or the person appointed as inspector fails or refuses to act, the chairman of the meeting shall appoint an inspector of election. (b) The inspector of election shall determine the outstanding stock of the Corporation and the voting power of each class and series, the stock represented at the meeting and the existence of a quorum, shall receive votes or ballots, shall count and tabulate all votes and shall determine the result; and in connection therewith, the inspector shall determine the authority, validity and effect of proxies, hear and determine all challenges and questions, and do such other acts as may be proper to conduct the election or vote with fairness to all stockholders. (c) The inspector of election shall make a report in writing of any challenge or question or other matter determined by him and shall execute a certificate of any fact found in connection therewith. Any such report or certificate shall be filed with the record of the meeting. Section 2.9 LIST OF STOCKHOLDERS. A complete list of the stockholders entitled to vote at each meeting of stockholders, arranged in alphabetical order, and showing the address and number of shares registered in the name of each stockholder, shall be prepared and made available for examination during regular business hours by any stockholder for any purpose germane to the meeting. The list shall be available for such examination at the place where the meeting is to be held for a period of not less than ten days prior to the meeting and during the whole time of the meeting. Page 2 Section 2.10 ACTION WITHOUT A MEETING. Any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. ARTICLE 3 - Board of Directors Section 3.1 NUMBER. The number of directors shall be no less than one and no more than five, and shall be set by the Board of Directors by adoption of a resolution with respect thereto. Section 3.2 ORGANIZATION MEETINGS. As promptly as practicable after each annual meeting of stockholders, an organization meeting of the Board of Directors shall be held for the purpose of organization and the transaction of other business. Section 3.3 REGULAR MEETINGS. Regular meetings of the Board of Directors may be held at such place and time as may be designated by the Board. Section 3.4 SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by the Chairman, the President, any three directors, or, if less than three, the remaining directors. Section 3.5 BUSINESS OF MEETINGS. Except as otherwise expressly provided in these bylaws, any and all business may be transacted at any meeting of the Board of Directors; PROVIDED, that if so stated in the notice of meeting, the business transacted at a special meeting shall be limited to the purpose or purposes specified in the notice. Section 3.6 TIME AND PLACE OF MEETINGS. Subject to the provisions of Section 3.4 each meeting of the Board of Directors shall be held on such date, at such hour and in such place as fixed by the Board or in the notice or waivers of notice of the meeting or, in the case of an adjourned meeting, as announced at the meeting at which the adjournment is taken. Section 3.7 NOTICE OF MEETINGS. No notice need be given of any organization or regular meeting of the Board of Directors for which the date, hour and place have been fixed by the Board. Notice of the date, hour and place of all other organization and regular meetings, and of all special meetings, shall be given to each director personally, by telephone or telegraph or by mail. If by mail, the notice shall be deposited in the United States mail, postage prepaid, directed to the director at his residence or usual place of business as the same appear on the books of the Corporation not later than five days before the meeting. If given by telegraph, the notice shall be directed to the director at his residence or usual place of business as the same appear on the books of the Corporation not later than at any time during the day before the meeting. If given personally or by telephone, the notice shall be given not later than the day before the meeting. Page 3 Section 3.8 WAIVER OF NOTICE. Anything herein to the contrary notwithstanding, notice of any meeting of the Board of Directors need not be given to any director who shall have waived in writing notice of the meeting, either before or after the meeting, or who shall attend such meeting, unless he attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Section 3.9 ATTENDANCE BY TELEPHONE. Directors may participate in meetings of the Board of Directors by means of conference telephone or similar communications equipment by means of which all directors participating in the meeting can hear one another, and such participation shall constitute presence in person in the meeting. Section 3.10 QUORUM AND MANNER OF ACTING. A majority of the total number of directors at the time provided for pursuant to Section 3.1 shall constitute a quorum for the transaction of business at any meeting of the Board of Directors and, except as otherwise provided in these bylaws, in the certificate of incorporation or by statute, the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board. A majority of the directors present at any meeting, regardless of whether or not they constitute a quorum, may adjourn the meeting to another time or place. Any business which might have been transacted at the original meeting may be transacted at any adjourned meeting at which a quorum is present. Section 3.11 ACTION WITHOUT A MEETING. Any action which could be taken at a meeting of the Board of Directors may be taken without a meeting if all of the directors consent to the action in writing and the writing or writings are filed with the minutes of the Board. Section 3.12 RESIGNATION OF DIRECTORS. Any director may resign at any time upon written notice to the Corporation. The resignation shall become effective at the time specified in the notice and, unless otherwise provided in the notice, acceptance of the resignation shall not be necessary to make it effective. Section 3.13 VACANCIES AND REMOVAL. Vacancies in the Board of Directors, except vacancies created by removal of a director by the shareholders, may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until a successor is elected at an annual or a special meeting of the shareholders in accordance with these Bylaws. The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors. If the Board of Directors accepts the resignation of a director tendered to take effect at a future time, the Board or the shareholders may elect a successor to take office when the resignation is to become effective. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director's term of office. A vacancy or vacancies in the Board of Directors shall be deemed to exist in case of the death, resignation or removal of any director, or if the authorized number of directors is Page 4 increased, or if the shareholders fail at any annual or special meeting of shareholders at which any director or directors are elected to elect the full authorized number of directors to be voted for at that meeting. The Board may declare vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony. All the directors, or any individual director or directors, may be removed from office, without cause, by the vote of the shareholders having a majority of the voting power entitling them to elect directors in place of those to be removed. ARTICLE 4 - Committees of the Board of Directors Section 4.1 EXECUTIVE COMMITTEE. By resolution adopted by an affirmative vote of the majority of the whole Board of Directors, the Board may appoint an Executive Committee consisting of the chief executive officer of the Corporation, EX OFFICIO, and two or more other directors and, if deemed desirable, one or more directors as alternate members who may replace any absentee or disqualified member at any meeting of the Executive Committee. If so appointed, the Executive Committee shall, when the Board is not in session, have all the power and authority of the Board in the management of the business and affairs of the Corporation not reserved to the Board by Section 4.3 including, but not limited to, the power and authority to declare dividends, to authorize the issuance of stock and to adopt a certificate of ownership and merger. The Executive Committee shall keep a record of its acts and proceedings and shall report the same from time to time to the Board of Directors. Section 4.2 OTHER COMMITTEES. By resolution adopted by an affirmative vote of the majority of the whole Board of Directors, the Board may from time to time appoint such other committees of the Board, consisting of one or more directors and, if deemed desirable, one or more directors who shall act as alternate members and who may replace any absentee or disqualified member at any meeting of the committee, and may delegate to each such committee any of the powers and authority of the Board in the management of the business and affairs of the Corporation not reserved to the Board pursuant to Section 4.3. Each such committee shall keep a record of its acts and proceedings. Section 4.3 POWERS RESERVED TO THE BOARD. No committee of the Board shall take any action to amend the certificate of incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board, fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation) or these bylaws, adopt any agreement to merge or consolidate the Corporation, or recommend to the stockholders a sale, lease or exchange of all or substantially all of the property and assets of the Corporation, a dissolution of the Corporation or a revocation of a dissolution of the Corporation; nor shall any committee of the Board take any action which is required in these bylaws, in the certificate of incorporation or by statute to be taken by a vote of a specified proportion of the whole Board of Directors. Page 5 Section 4.4 ELECTION OF COMMITTEE MEMBERS; VACANCIES. So far as practicable, members of the committees of the Board and their alternates (if any) shall be appointed at each organization meeting of the Board of Directors and, unless sooner discharged by an affirmative vote of the majority of the whole Board, shall hold office until the next organization meeting of the Board and until their respective successors are appointed. In the absence or disqualification of any member of a committee of the Board, the member or members (including alternates) present at any meeting of the committee and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another director to act at a meeting in place of any absent or disqualified member. Vacancies in committees of the Board created by death, resignation or removal may be filled by an affirmative vote of a majority of the whole Board of Directors. Section 4.5 MEETINGS. Each committee of the Board may provide for regular meetings of such committee. Special meetings of each committee may be called by any two members of the committee (or, if there is only one member, by that member in concert with the chief executive officer) or by the chief executive officer of the Corporation. The provisions of Section 3 regarding the business, time and place, notice and waivers of notice of meetings, attendance at meetings and action without a meeting shall apply to each committee of the Board, except that the references in such provisions to the directors and the Board of Directors shall be deemed respectively to be references to the members of the committee and to the committee. Section 4.6 QUORUM AND MANNER OF ACTING. A majority of the members of any committee of the Board shall constitute a quorum for the transaction of business at meetings of the committee, and the act of a majority of the members present at any meeting at which a quorum is present shall be the act of the committee. A majority of the members present at any meeting, regardless of whether or not they constitute a quorum, may adjourn the meeting to another time or place. Any business which might have been transacted at the original meeting may be transacted at any adjourned meeting at which a quorum is present. ARTICLE 5 - Officers Section 5.1 ELECTION AND APPOINTMENT. The elected officers of the Corporation shall consist of a Chief Executive Officer, one or more Vice Presidents, a Chief Financial Officer, a Secretary and such other elected officers as shall from time to time be designated by the Board of Directors. The Board may from time to time make, or provide for, such other designations as it deems appropriate. The Board may also appoint, or provide for the appointment of, such other officers and agents as may from time to time appear necessary or advisable in the conduct of the affairs of the Corporation. Any number of offices may be held by the same person, except no person may at the same time be both the Chief Executive Officer and the chief financial officer. Section 5.2 DUTIES OF CHIEF EXECUTIVE OFFICER. The chief executive officer of the Corporation shall preside at all meetings of stockholders and (unless the Board of Directors elects a separate Chairman) at all meetings of the Board of Directors and the Executive Committee and, except to the extent otherwise provided in these bylaws or by the Board, shall have general authority to execute any and all documents in the name of the Corporation and Page 6 general and active supervision and control of all of the business and affairs of the Corporation. In the absence of the chief executive officer, his duties shall be performed and his powers may be exercised by the chief financial officer or by such other officer as shall be designated either by the chief executive officer in writing or (failing such designation) by the Executive Committee or Board of Directors. Section 5.3 DUTIES OF OTHER OFFICERS. The other officers of the Corporation shall have such powers and duties not inconsistent with these bylaws as may from time to time be conferred upon them in or pursuant to resolutions of the Board of Directors, and shall have such additional powers and duties not inconsistent with such resolutions as may from time to time be assigned to them by any competent superior officer. The Board shall assign to one or more of the officers of the Corporation the duty to record the proceedings of the meetings of the stockholders and the Board of Directors in a book to be kept for that purpose. Section 5.4 TERM OF OFFICE AND VACANCY. So far as practicable, the elected officers shall be elected at each organization meeting of the Board, and shall hold office until the next organization meeting of the Board and until their respective successors are elected and qualified. If a vacancy shall occur in any elected office, the Board of Directors may elect a successor for the remainder of the term. Appointed officers shall hold office at the pleasure of the Board. Any officer may resign by written notice to the Corporation. Section 5.5 REMOVAL OF ELECTED OFFICERS. Elected officers may be removed at any time, either for or without cause, by the affirmative vote of a majority of the whole Board of Directors at a meeting called for that purpose. Section 5.6 COMPENSATION OF ELECTED OFFICERS. The compensation of all elected officers of the Corporation shall be fixed from time to time by the Board of Directors. ARTICLE 6 - Shares and Transfer of Shares Section 6.1 CERTIFICATES. Every stockholder shall be entitled to a certificate signed by the Chairman or Vice Chairman of the Board of Directors, or the Chief Executive Officer or the President, and by the Chief Financial Officer or the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the class and number of shares owned by him in the Corporation; PROVIDED that, any and all signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or it were such officer, transfer agent or registrar at the date of issue. Section 6.2 TRANSFER AGENTS AND REGISTRARS. The Board of Directors may, in its discretion, appoint one or more responsible banks or trust companies in the City of New York or in such other city or cities (if any) as the Board may deem advisable, from time to time, to act as transfer agents and registrars of shares of the Corporation; and, when such appointments shall Page 7 have been made, no certificate for shares of the Corporation shall be valid until countersigned by one of such transfer agents and registered by one of such registrars. Section 6.3 TRANSFERS OF SHARES. Shares of the Corporation may be transferred by delivery of the certificates therefor, accompanied either by an assignment in writing on the back of the certificates or by written power of attorney to sell, assign and transfer the same, signed by the record holder thereof; but no transfer shall affect the right of the Corporation to pay any dividend upon the shares to the holder of record thereof, or to treat the holder of record as the holder in fact thereof for all purposes, and no transfer shall be valid, except between the parties thereto, until such transfer shall have been made upon the books of the Corporation. Section 6.4 LOST CERTIFICATES. In case any certificate for shares of the Corporation shall be lost, stolen or destroyed, the Board of Directors, in its discretion, or any transfer agent thereunto duly authorized by the Board, may authorize the issue of a substitute certificate in place of the certificate so lost, stolen or destroyed, and may cause such substitute certificate to be countersigned by the appropriate transfer agent (if any) and registered by the appropriate registrar (if any); PROVIDED that, in each such case, the applicant for a substitute certificate shall furnish to the Corporation and to such of its transfer agents and registrars as may require the same, evidence to their satisfaction, in their discretion, of the loss, theft or destruction of such certificate and of the ownership thereof, and also such security or indemnity as may by them be required. Section 6.5 RECORD DATES. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders, or any adjournment thereof, or to express consent to action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of shares or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date which shall be not more than sixty nor less than ten days before the date of any meeting of stockholders, and not more than sixty days prior to any other action. In such case, those stockholders, and only those stockholders, who are stockholders of record on the date fixed by the Board of Directors shall, notwithstanding any subsequent transfer of shares on the books of the Corporation, be entitled to notice of and to vote at such meeting of stockholders, or any adjournment thereof, or to express consent to such corporate action in writing without a meeting, or entitled to receive payment of such dividend or other distribution or allotment of rights, or entitled to exercise rights in respect of any such change, conversion or exchange of shares or to participate in any such other lawful action. ARTICLE 7 - Miscellaneous Section 7.1 FISCAL YEAR. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors. Page 8 Section 7.2 SIGNATURE ON NEGOTIABLE INSTRUMENTS. All bills, notes, checks or other instruments for the payment of money shall be signed or countersigned in such manner as from time to time may be prescribed by resolution of the Board of Directors. Section 7.3 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND FIDUCIARIES; INSURANCE. (a) The Corporation may indemnify, in accordance with and to the full extent permitted by the laws of the State of Delaware, as such laws may be amended from time to time, and shall so indemnify to the full extent permitted by such laws, any person (and the heirs and legal representatives of any such person) made or threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such person is or was a director, officer, employee, agent, or fiduciary of the Corporation or any constituent corporation absorbed in a consolidation or merger, or serves or served as such with another corporation, partnership, joint venture, trust or other enterprise at the request of the Corporation or any such constituent corporation. (b) By action of the Board of Directors notwithstanding any interest of the directors in such action, the Corporation may purchase and maintain insurance in such amounts as the Board of Directors deems appropriate on behalf of any person who is or was a director, officer, employee, agent or fiduciary of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation shall have power to indemnify him against such liability under the provisions of this Section. ARTICLE 8 - Bylaw Amendments Section 8.1 BY THE STOCKHOLDERS. These bylaws may be amended by the stockholders at a meeting called for the purpose in any manner not inconsistent with any provision of law or of the certificate of incorporation. Section 8.2 BY THE DIRECTORS. These bylaws may be amended by the affirmative vote of a majority of the whole Board of Directors in any manner not inconsistent with any provision of law or of the certificate of incorporation. Page 9 EX-13.24-1 9 EXHIBIT 13.24-1 CERTIFICATE OF LIMITED PARTNERSHIP 1. The name of the limited partnership is DAH-IP Acquisition Co., L.P. 2. The address of the registered office is 350 N. St. Paul Street, Dallas, Texas 75201 3. The name of the registered agent at the above address is CT Corporation System. 4. The address where the records of the limited partnership are to be kept or made available (pursuant to TRLPA art. 6132a-1, sec. 1.07) is 2361 Rosecrans Avenue, Suite 180, El Segundo, California 90245 5. The name, mailing address and street address of the business or residence of each general partner is as follows: Business or Residence General Partner Mailing Address Street Address --------------- --------------- --------------- DAH-IP Holdings, Inc. 2361 Rosecrans Avenue 2361 Rosecrans Avenue Suite 180 Suite 180 El Segundo, CA 90401 El Segundo, CA 90401 DAH-IP Acquisition Co., L.P. BY: DAH-IP Holdings, Inc. /s/ RICHARD J. KAPLAN ---------------------- By: Richard J. Kaplan Chief Financial Officer And Secretary EX-13.24-2 10 EXHIBIT 13.24-2 DAH-IP ACQUISITION CO., L.P. LIMITED PARTNERSHIP AGREEMENT This Limited Partnership Agreement dated as of 19th day of November, 1999 is entered into among DAH-IP Holdings, Inc., a Delaware corporation (the "General Partner") and DeCrane Aircraft Holdings, Inc., a Delaware corporation (the "Limited Partner") (the General Partner and the Limited Partner are referred to below collectively as the "Partners" and individually as a "Partner"), and is made with reference to the following facts: WHEREAS, the Partners formed this limited partnership (the "Partnership") pursuant to the Texas Revised Limited Partnership Act (the "Act") on November 19, 1999. WHEREAS, the Partners desire to set forth in this Agreement their understanding as to how the Partnership will be administered. NOW, THEREFORE, in consideration of the mutual provisions and understandings contained in this Agreement, the Partners hereby agree as follows: SECTION 1 PARTNERSHIP FORMATION AND IDENTIFICATION 1.1 FORMATION Partners admitted on the date hereof formed the Partnership as a limited partnership pursuant to the Texas Revised Limited Partnership Act. 1.2 NAME AND PLACE OF BUSINESS The name of the Partnership shall be the DAH-IP Acquisition Co., L.P. or such other name or names as may be selected by the General Partner from time to time with written notice given to the Limited Partner of such change. The principal place of business of the Partnership shall be 1712 Shady Oaks Drive, Denton, Texas 76205, unless changed by the General Partner with written notice given to the Limited Partner of such change. The Partnership may also maintain such other offices at such other places as the General Partner may deem advisable. 1.3 ADDRESS OF PARTNERS The address of the Limited Partner is 2361 Rosecrans #180, El Segundo, California 90245. The address of the General Partner is 2361 Rosecrans #180, El Segundo, California 90245. A Limited Partner may change its address by written notice to the General Partner, and the General Partner may change its address by written notice to each Limited Partner. Page 1 1.4 CERTIFICATE The General Partner has prepared, executed and acknowledged a separate Certificate of Limited Partnership pursuant to the power of attorney contained in Section 11. This Certificate of Limited Partnership was recorded in the office of the Secretary of State of the State of Texas on November 19, 1999. 1.5 INVESTMENT INTENT The Limited Partner represents and warrants that its interest in the Partnership has been acquired for investment purposes and that it is not acquiring such interest with a view toward the sale or distribution of all or any part thereof. The Limited Partner acknowledges that the issuance of its interest in the Partnership has not been registered under the Securities Act of 1933 ( the "33 Act"), or qualified under any state securities or blue sky law in reliance on exemptions from such registration and qualification afforded by the 1933 Act and state securities and blue sky laws. SECTION 2 PURPOSE AND NATURE OF BUSINESS The purpose of the Partnership and business to be carried on by it, subject to the limitations contained elsewhere in this Agreement, are: (a) To acquire substantially all of the assets of The Infinity Partners, Ltd. (b) To engage in the design, engineering, manufacture, sale or servicing of cabin cabinetry, furniture or fixtures or equipment for commercial or corporate aircraft or fixtures or equipment for commercial or corporate aircraft or general aviation aircraft; and (c) To enter into and perform any contracts and agreements, and carry on any activities, incidental to the accomplishment of the foregoing purpose. SECTION 3 TERM The Partnership shall commence on formation pursuant to Section 1 and shall continue in full force and effect until October 31, 2049, unless extended by amendment of this Agreement or unless the Partnership is dissolved prior to that date as hereinafter provided. SECTION 4 FISCAL YEAR The Fiscal Year of the Partnership for financial reporting and tax purposes shall be the calendar year. If, however, the General Partner determines that a change to some other fiscal year for either financial reporting or tax purposes would be in the best interests of the Page 2 Partnership, the General Partner shall be entitled (subject to applicable laws and regulations) to make such a change. SECTION 5 AGENT FOR SERVICE OF PROCESS CT Corporation System, 350 North St. Paul Street, Dallas Texas 75201, is hereby designated as the agent of the Partnership upon whom process issued by authority of or under any law of the State of Texas may be served. SECTION 6 CAPITAL CONTRIBUTIONS AND ACCOUNTS 6.1 INITIAL CAPITAL CONTRIBUTIONS (a) The Partners shall contribute the following cash amounts to the capital of the Partnership concurrently herewith: General Partner $ 32,000 Limited Partner $ 3,168,000 Total $ 3,200,000
(b) Capital Contributions may be made cash or in kind, if such property is approved by the General Partner. 6.2 ADDITIONAL CAPITAL CONTRIBUTION Except as otherwise provided in this Article 6, the Limited Partner shall not be obligated to make any additional capital contributions to the Partnership, provided that, upon the General Partner's request, the Limited Partner shall be entitled to make additional capital contributions in the Limited Partner's sole and absolute discretion. 6.3 LIMITED LIABILITY The Limited Partner (i) shall not be obligated or liable to the Partnership, the General Partner, or any other person for losses in excess of the capital contributions made and required to be made by the Limited Partner under this Agreement, (ii) except as may otherwise be provided by law, shall not be liable to the Partnership, the General Partner or any other person for the repayment of amounts received from the Partnership pursuant to the terms of this Agreement, whether or not such amounts are deemed to be returns or withdrawals of capital, and (iii) shall not have any liability or obligation to any person whatsoever for any obligations or liabilities of the Partnership. 6.4 CAPITAL ACCOUNTS The General Partner shall at all times maintain or cause to be maintained a separate capital account ("Capital Account") for each Partner which shall be credited with all Capital Contributions and maintained as provided below. Each Capital Account shall specifically reflect the name and address of the Partner and shall be maintained in accordance with Treasury Regulation Section 1.704-1(b). Page 3 SECTION 7 ALLOCATIONS AND DISTRIBUTIONS 7.1 ALLOCATIONS (a) ALLOCATION OF LOSSES All losses of the Partnership (including all expense items separately stated on the Partnership's tax returns) shall be allocated one percent (1%) to the General Partner and ninety-nine percent (99%) to the Limited Partner. (b) ALLOCATION OF PROFITS Profits from operations and capital events shall be allocated one percent (1%) to the General Partner and ninety-nine percent (99%) to the Limited Partner. 7.2 DISTRIBUTIONS (a) Cash available for distribution means and includes all cash receipts of the Partnership from any and all sources whatsoever, less all Partnership expenditures and less a reserve determined in the reasonable discretion of the General Partner. Cash available for distribution shall be distributed one percent (1%) to the General Partner and ninety-nine percent (99%) to the Limited Partner. (b) Cash available for distribution shall be distributed to the partners within thirty (30) days after the General Partner determines the availability thereof. SECTION 8 AUTHORITY OF THE GENERAL PARTNER 8.1 MANAGEMENT The General Partner shall have full responsibility for and charge of the overall management, conduct and operation of the Partnership in all respects. Without in any way limiting or impairing the generality of the foregoing, the General Partner shall have the full power and authority to do the following: (a) Negotiate the acquisition of the assets of The Infinity Partners Ltd. (the "Assets"); (b) Manage the Assets; (c) Administer the overall operation of the Partnership; (d) Act as the tax matters partner for the Partnership in accordance with Section 8.2; Page 4 (e) Perform, or cause to be performed, the following services: (i) set up books of account, records and payment procedures, including individual accounts of the Partners; (ii) provide bookkeeping and other related services for the Partnership; (iii) collect, manage and disburse the Capital Contributions of the Partners for the purposes set forth in this Agreement; (iv) provide management, financial and business planning services to the Partnership; (v) collect receipts and make payments and expenditures in accordance with the terms of this Agreement; and (vi) make periodic reports relating to operating results, valuations and Limited Partner account balances, as required by this Agreement; (g) Employ from time to time third parties to render services to the Partnership, including attorneys and accountants who may also represent the General Partner or any of its Affiliates; (h) Appoint and designate any Person as successor or substitute agent for service of process of the Partnership and file any amendment to the Certificate of Limited Partnership necessary or appropriate in connection therewith; (i) Take whatever steps are required by governmental authorities having jurisdiction over the Partnership or its Assets; (j) Possess and exercise all of the rights and powers provided by law to a general partner in a limited partnership, except to the extent that such rights might be limited or restricted by this Agreement; (k) Process Limited Partner admissions, withdrawals and redemptions; (l) Exercise, in its sole discretion, any voting, consent or similar rights relating to the Assets and execute and deliver on behalf of the Partnership any proxies, powers of attorney, consents or other instruments relating to the exercise of those rights; and (m) Do anything else that the General Partner deems advisable to further the purposes of the Partnership and that is not prohibited by this Agreement or applicable law. Page 5 8.2 TAX MATTERS (a) The General Partner is hereby designated the "tax matters partner" for purposes of Section 6231(a) of the Code (and regulations thereunder). (b) The General Partner is hereby authorized to withhold, out of any distributions that would otherwise be made to the Limited Partner, an amount equal to the amount of United States federal, state or local income or other tax, and any related penalties, interest or other payments, that the General Partner determines the Partnership or the General Partner is required to withhold or to pay to a taxing authority with respect to or on behalf of such Limited Partner, and to file all necessary reports relating to such withholding or payment as may be required by law. Any amounts so withheld or paid shall be deemed actually distributed to such Limited Partner for all purposes of this Agreement. Notwithstanding the foregoing, if any such amounts are deemed for tax purposes to be a Partnership deduction or expense, the amount of any such deduction or expense shall be specially allocated to the Limited Partner. If at any time (x) the amount required to be withheld or paid with respect to or on behalf of such Limited Partner shall exceed (y) the amounts that are then available for distribution to such Limited Partner, the General Partner shall notify such Limited Partner of the amount by which the amount referred to in clause (x) exceeds the amount referred to in clause (y), and such Limited Partner shall promptly pay over to the General Partner an amount of cash equal to such amount. The Limited Partner shall indemnify the Partnership and the General Partner and hold each of them harmless from any liability with respect to any taxes, penalties or interest required to be withheld or paid to any taxing authority by the Partnership or the General Partner for or on behalf of such Limited Partner or with respect to such Limited Partner. (c) The General Partner shall have the right to make such elections under the tax laws of the United States, the several states and other relevant jurisdictions as to the treatment of items of Partnership income, gain, loss, deduction and credit and as to all other relevant matters as it believes necessary, appropriate and desirable. (d) The General Partner may make or petition to revoke (as the case may be) the election referred to in Section 754 of the Code. Each Partner agrees in the event of such an election to supply promptly to the Partnership the information necessary to give effect thereto. 8.3 DOING BUSINESS OUTSIDE TEXAS In the event that the Partnership engages in any business permitted by this Agreement in jurisdictions other than Texas, and the General Partner deems it advisable in order to protect the limited liability of the Limited Partner or to comply with applicable laws and regulations, the General Partner may, and, to the extent required by law, shall: (a) File or record this Agreement, a certificate of limited partnership or other documents or instruments in such other jurisdictions; Page 6 (b) Establish and form a new limited partnership(s) in such other jurisdictions pursuant to such jurisdiction's laws and regulations, which limited partnership(s) shall have the Partnership or the Limited Partner as a limited partner or as limited partners and the General Partner as the general partner; (c) Obtain opinions of counsel in such other jurisdictions; and (d) Take such other actions as shall be deemed advisable by the General Partner. 8.4 MANAGEMENT FEE OF GENERAL PARTNER The General Partner will not receive a Management Fee for its services hereunder. 8.5 EXPENSES OF THE PARTNERSHIP The General Partner shall be entitled to reimbursement in full from the Partnership for (or cause the Partnership to pay directly) all properly substantiated expenses, costs and fees directly incurred in connection with the formation, operation and termination of the Partnership. 8.6 LIMITED PARTNER'S CONSENT To the fullest extent permitted by law, the Limited Partner hereby consents to the exercise by the General Partner of the powers conferred on it by this Agreement. 8.7 AMENDMENTS (a) This Agreement may be amended only in a writing signed by all of the Partners. (b) Notwithstanding paragraph (a) of this Section, the General Partner may amend this Agreement, without providing written notice to the Limited Partner thereof, to: (i) make a change that is necessary or, in the opinion of the General Partner, advisable to qualify the Partnership as a limited partnership or a partnership in which the Limited Partner have limited liability under the laws of any jurisdiction, or to ensure that the Partnership will not be treated as an association taxable as a corporation for federal income tax purposes; (ii) supply any omission or make any change that is necessary or desirable to cure any ambiguity, or to correct or supplement any provision in this Agreement that would be inconsistent with any other provision in this Agreement; or (iii) make any change that is necessary or desirable to satisfy any opinion, order or ruling of any federal, state or other governmental statutes, so long as such change minimizes any adverse effect on the Limited Partner, or that is required or contemplated by this Agreement. 8.8 GENERAL PARTNER LIABILITY Except as otherwise required by law, neither of the General Partner nor any of its Affiliates, directors, officers, employees, shareholders, assigns, representatives or agents shall be liable, responsible or accountable in damages or otherwise to the Partnership or the Limited Partner for any loss, liability, damage, settlement cost, or other expense incurred by reason of any act or omission performed or omitted by such Page 7 Person so long as such Person is not determined to be guilty by a final adjudication of gross negligence or willful misconduct with respect to such act or omission. The General Partner may separately engage or invest in other business ventures that may be in competition with the Partnership. SECTION 9 LIMITED PARTNER 9.1 NO MANAGEMENT POWER OR LIABILITY Except as specifically provided herein to the contrary, the Limited Partner shall have no rights or power in the management of, or the transaction of any business by, the Partnership and shall have no power or authority to sign for or bind the Partnership. SECTION 10 TRANSFER OF PARTNERS' INTERESTS; WITHDRAWALS 10.1 RESTRICTIONS ON TRANSFER Each Partner shall not voluntarily or involuntarily sell, convey, assign, mortgage, pledge, hypothecate, encumber or otherwise transfer (collectively, "Transfer") its interest in the Partnership or any part thereof without the prior written consent of the other Partner, which consent may not be unreasonably withheld. 10.2 SUBSTITUTED LIMITED PARTNER (a) No transferee of a Limited Partner's interest in the Partner shall have the right to become a Limited Partner ("Substitute Limited Partner") in place of its transferor unless and until all of the following conditions have been satisfied: (i) The General Partner has consented in writing to the substitution; (ii) The assignor and assignee execute, acknowledge and deliver such instruments as the General Partner deems necessary, appropriate or desirable to effect such substitution; and (iii) The Substituted Limited Partner agrees to bear all expenses and costs of such substitution, including legal fees and filing fees of the Partnership. (b) An assignee, Legal Representative or successor in interest of a Limited Partner shall be subject to all of the restrictions upon a Limited Partner provided in this Agreement. (c) If an assignee, Legal Representative or successor in interest of a Limited Partner is not admitted as a Substituted Limited Partner (a "Nonadmitted Transferee"), such Nonadmitted Transferee shall become a holder of record of the Limited Partnership interest and shall be entitled to receive distributions in respect of such Units as herein provided but otherwise shall have none of the rights or obligations of a Limited Partner. Page 8 SECTION 11 POWER OF ATTORNEY 11.1 APPOINTMENT OF GENERAL PARTNER AS ATTORNEY FOR LIMITED PARTNERS The Limited Partner makes, constitutes and appoints the General Partner its true and lawful attorney-in-fact, in its name, place and stead, with full power to do any of the following: (a) File and record this Agreement and all amendments to this Agreement made in accordance with this Agreement; (b) Prepare, execute on its behalf, verify, file and record amendments to this Agreement; (c) Prepare, execute on its behalf, file and record a Certificate of Limited Partnership and all amendments that the General Partner may deem advisable, including amendments to reflect the changes identified in clause (b) above; (d) Prepare, execute on its behalf, file and record any other agreements, certificates, instruments and other documents required to continue the Partnership, to admit Substituted Limited Partner, to liquidate and dissolve the Partnership, to comply with applicable law, and to carry out the purposes of clauses (a) and (b) above, to the extent consistent with this Agreement; (e) Take any further action that the General Partner shall consider advisable in connection with the exercise of the authority pursuant to this Section. 11.2 NATURE OF SPECIAL POWER The power of attorney granted under this Section 11 is a special power of attorney coupled with an interest, is irrevocable and may be exercised by the General Partner by listing all of the Partners executing any agreement, certificate, instrument or document with a single signature of such attorney-in-fact acting as attorney-in-fact for all of them. SECTION 12 BOOKS AND RECORDS The General Partner shall maintain the books and records required by law for the Partnership at its principal office and all Partners have the right to inspect, examine and copy such books and records at reasonable times and upon reasonable notice. Upon the request of a Limited Partner, the General Partner shall promptly deliver to the requesting Limited Partner, at the expense of the Partnership, a copy of any information which the General Partner is required by law to so provide. Page 9 SECTION 13 ADMISSION OF ADDITIONAL PARTNERS, GENERAL PARTNER REMOVAL, ETC. 13.1 ADMISSION OF PARTNERS No additional Partners shall be admitted to the Partnership without the written consent of all Partners. 13.2 VOLUNTARY WITHDRAWAL; HYPOTHECATION The General Partner shall have the right to resign as General Partner of the Partnership at any time in its sole discretion, upon 30 days' prior written notice. The General Partner may pledge or grant a security interest in its right to receive payments and distributions under this Agreement. 13.2 REMOVAL OF THE GENERAL PARTNER; INSOLVENCY, ETC. (a) The General Partner may be removed as general partner without its consent only by reason of the General Partner's fraud, willful misconduct or gross negligence in connection with operations of the Partnership, which fraud, willful misconduct or gross negligence shall have had a material adverse effect on the business or properties of the Partnership, or if the General Partner shall cease to be capable of properly performing its duties hereunder. Immediately prior to the effective date of such removal or upon the resignation of the General Partner, a successor General Partner may be appointed to continue the business of the Partnership upon the written consent of the Limited Partner. (b) The General Partner shall cease to be the General Partner of the Partnership if the General Partner is dissolved, or if an order for relief against the General Partner is entered under Chapter 7 of the federal bankruptcy law, or if: (i) the General Partner makes a general assignment for the benefit of creditors, (ii) the General Partner files a voluntary petition under the federal bankruptcy law, (iii) the General Partner files a petition or answer seeking for the General Partner any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law, or regulation, (iv) the General Partner files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the General Partner in any proceeding of this nature, (v) the General Partner seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the General Partner or of all or any substantial part of the General Partner's properties, (vi) 60 days after the commencement of any proceeding against the General Partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, and the proceeding has not been dismissed, or (vii) within 60 days after the appointment without the General Partner's consent or acquiescence of a trustee, receiver, or liquidator of the General Partner or of all or any substantial part of the General Partner's properties, the appointment is not vacated or stayed, or within 60 days after the expiration of any such stay, the appointment is not vacated. Immediately prior to the effective date of the General Partner's cessation of service as General Partner, a successor General Partner may be appointed to continue the business of the Partnership with the written consent of not less than all of the remaining Partners. Page 10 (c) If the Limited Partner removes the General Partner in accordance with Section 13.2(a), a notice of removal specifying the effective date of removal shall be served on the General Partner either by certified or by registered mail, return receipt requested, or by personal service. (d) Any successor General Partner shall have the same rights and obligations under this Agreement as the replaced General Partner would have had subsequent to such date if the replaced General Partner has continued to act as General Partner. SECTION 14 DISSOLUTION AND TERMINATION OF THE PARTNERSHIP 14.1 EVENTS CAUSING DISSOLUTION The Partnership shall be dissolved and terminated and its Assets distributed in the manner and order provided for in this Section upon expiration of the term of the Partnership unless earlier dissolved under the following provisions: (a) The General Partner may elect to dissolve the Partnership following the sale of all or substantially all of the Assets of the Partnership; (b) The General Partner may elect to dissolve the Partnership in the event that the General Partner determines that as a result of the application to the Partnership or a Partner of legal restrictions, the Partnership, the Limited Partner or the General Partner may be materially and adversely affected; (c) When the General Partner resigns, is removed or otherwise ceases to be the General Partner of the Partnership, the Partnership shall be dissolved and terminated unless a successor General Partner has been appointed; or (d) A court of competent jurisdiction decrees dissolution. Notwithstanding provisions (a) through (d) above, the General Partner may elect to terminate the Partnership in its sole and absolute discretion. 14.2 DISTRIBUTION AND VALUATION OF ASSETS ON LIQUIDATION (a) In liquidating the Partnership, the General Partner will make distributions in cash, in kind, or partly in cash and partly in kind as the General Partner may determine. The General Partner need not distribute all of the Assets at once, but may make partial distributions. (b) Subject to subsection (c) below, the Assets of the Partnership, after allowing for claims of creditors of the Partnership, the Management Fees of the General Partner, claims by the General Partner for expenses, charges or deductions of the Partnership paid by it, or any other liabilities of the Partnership, shall be distributed to the Partners in the proportions that their respective positive Capital Account balances bear to each other. In the case of a Page 11 distribution in kind of any Assets, such Assets shall be treated as though they were sold immediately prior to such distribution for their fair market value, and the Capital Accounts shall be adjusted to reflect such deemed sale. (c) In the event the Partnership is "liquidated" within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g), the distributions pursuant to this Article shall be made, to the extent possible, within the time period required by Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(2). Where necessary and desirable to comply with the preceding sentence, distributions may be made to a trust established for the benefit of the Partners for the purposes of liquidating Partnership Assets, collecting amounts owed to the Partnership and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership. The General Partner or the liquidator, as the case may be, shall distribute the assets of any such trust to the Partners from time to time in the same proportions as the amount distributed to the trust by the Partnership would otherwise have been distributed to the Partners pursuant to this Agreement. SECTION 15 GENERAL PROVISIONS 15.1 NOTICES Except as otherwise provided herein, any notice, distribution, offer or other communication which shall be given to any Partner in connection with the Partnership or this Agreement shall be duly given if reduced to writing and either personally delivered or sent by mail, postage prepaid, or facsimile transmission, telex or telegraph to the address most recently furnished by the Limited Partner for such purpose and if so mailed shall conclusively be deemed received five days after mailing, or if sent by facsimile transmission, telex or telegraph shall conclusively be deemed received the day after being so sent. 15.2 SURVIVAL OF RIGHTS This Agreement shall be binding upon and, as to permitted or accepted successors, transferees and assigns, inure to the benefit of the Partners and the Partnership and their respective heirs, legatees, legal representatives, successors, transferees and assigns, in all cases whether by the laws of descent and distribution, sale of assets, other sale, operation of law, or, without limitation, otherwise. 15.3 CONSTRUCTION The language in all parts of this Agreement shall be in all cases construed simply according to its fair meaning and not strictly for or against the Limited Partner or the General Partner. 15.4 SECTION HEADINGS The captions of the sections in this Agreement are for convenience only and shall not be used in construing or interpreting this Agreement. 15.5 AGREEMENT IN COUNTERPARTS This Agreement and any amendments hereto may be executed in multiple counterparts, each of which shall be deemed an original agreement and all of which shall constitute one and the same agreement, notwithstanding the fact that all Partners are not signatories to the original or the same counterpart. Page 12 15.6 GOVERNING LAW This Agreement shall be construed according to the internal laws, and not the laws pertaining to choice or conflict of laws, of the State of Texas. 15.8 ADDITIONAL DOCUMENTS Each Partner, upon the request of the General Partner, agrees to perform all further acts and execute, acknowledge and deliver all further documents which may be reasonably necessary, appropriate or desirable to carry out the provisions of this Agreement, including but not limited to acknowledging before a Notary Public any signature heretofore or hereafter made by a Partner. 15.8 ENTIRE AGREEMENT This Agreement as may have been executed and delivered by the Limited Partner (a) constitutes the entire Agreement of the Partners with respect to the Partnership, and (b) supersedes all prior written and prior and contemporaneous oral agreements, understandings and negotiations with respect to the Partnership. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of the date first written above. GENERAL PARTNER DAH-IP HOLDINGS, INC. By: ---------------------------- Name: -------------------------- Title -------------------------- LIMITED PARTNER DECRANE AIRCRAFT HOLDINGS, INC. By: ---------------------------- Name: -------------------------- Title -------------------------- Page 13 EX-13.24-3 11 EXHIBIT 13.24-3 ASSIGNMENT OF PARTNERSHIP INTEREST DECRANE AIRCRAFT HOLDINGS, INC., a Delaware corporation ("Assignor"), does hereby transfer and assign unto DAH-IP INFINITY, INC., a Delaware corporation ("Assignee"), a Ninety-Nine percent (99%) limited partnership interest in DAH-IP ACQUISITION CO., L.P., a Texas limited partnership (the "Partnership"), which represents all of Assignor's interest in said Partnership. Executed this 10th day of December, 1999. DECRANE AIRCRAFT HOLDINGS, INC. By: ------------------------ Name: ---------------------- Title: --------------------- REQUIRED CONSENT We, the undersigned being all of the Partners of DAH-IP ACQUISITION CO., L.P., do hereby consent to the above Assignment of Partnership Interest. Executed this 10th day of December, 1999. GENERAL PARTNER LIMITED PARTNER DAH-IP HOLDINGS, INC. DECRANE AIRCRAFT HOLDINGS, INC. By: By ------------------------ ------------------------- Name Name ----------------------- ----------------------- Title Title - --------------------- ---------------------- ACCEPTANCE OF PARTNERSHIP AGREEMENT DAH-IP INFINITY, INC., a Delaware corporation, as assignee of the Partnership Interest referenced above, does hereby accept all of the terms and conditions of the DAH-IP ACQUISITION CO., L.P., Limited Partnership Agreement, dated November 19, 1999. Executed this 10th day of December, 1999. DAH-IP INFINITY, INC. By: ------------------------ Name: ---------------------- Title ---------------------- -2- EX-21.1 12 EXHIBIT 21.1 EXHIBIT 21.1 LIST OF SUBSIDIARIES OF REGISTRANT SUBSIDIARIES OF DECRANE AIRCRAFT HOLDINGS, INC. AEROSPACE DISPLAY SYSTEMS, INC., a Delaware corporation. AUDIO INTERNATIONAL SALES, INC., a U. S. Virgin Islands corporation. AUDIO INTERNATIONAL, INC., an Arkansas corporation. AVTECH CORPORATION, a Washington corporation. CORY COMPONENTS, INC., a California corporation. CWP ACQUISITION, INC., a Delaware corporation. DAH-IP ACQUISITION CO., L.P., a Texas limited partnership. DAH-IP HOLDINGS, INC., a Delaware corporation. DAH-IP INFINITY, INC., a Delaware corporation. DETTMERS INDUSTRIES, INC., a Delaware corporation. ELSINORE AEROSPACE SERVICES, INC., a California corporation. ELSINORE ENGINEERING, INC., a Delaware corporation. FLIGHT REFUELING, INC., a Maryland corporation. HOLLINGSEAD INTERNATIONAL, INC., a California corporation. HOLLINGSEAD INTERNATIONAL, LTD., a UK company. INTERNATIONAL CUSTOM INTERIORS, INC., a Florida corporation. PATRICK AIRCRAFT TANK SYSTEMS, INC., a Maryland corporation. PATS AIRCRAFT AND ENGINEERING CORPORATION, a Maryland corporation. PATS SUPPORT, INC., a Maryland corporation. PATS, INC., a Maryland corporation. PCI ACQUISITION CO., INC., a Delaware Corporation. PPI HOLDINGS, INC., a Kansas corporation. PRECISION PATTERN, INC., a Kansas corporation. TRI-STAR ELECTRONICS EUROPE S.A., a Swiss company. TRI-STAR ELECTRONICS INTERNATIONAL, INC., a California corporation. TRI-STAR TECHNOLOGIES, a California general partnership. -----END PRIVACY-ENHANCED MESSAGE-----