<PAGE>
EXHIBIT 4.5.1
AMENDMENT NO. 1
TO THE CERTIFICATE OF DESIGNATIONS, PREFERENCES
AND RIGHTS OF 14% SENIOR REDEEMABLE EXCHANGABLE
PREFERRED STOCK DUE 2008
OF
DECRANE HOLDINGS CO.
This Amendment No. 1 ("AMENDMENT") to the Certificate Of Designations,
Preferences and Rights of 14% Senior Redeemable Exchangeable Preferred Stock Due
2008 of DeCrane Holdings Co. (the "COMPANY") dated as of August 27, 1998 (the
"CERTIFICATE OF DESIGNATION"), shall be effective as of June 29, 2000. AMENDMENT
OF PARAGRAPH (3)
The words "fifth anniversary" in Paragraph 3(ii) of the Certificate of
Designation are hereby deleted and replaced with the words "seventh
anniversary."
IN WITNESS WHEREOF, the Company has caused its duly authorized officers
to execute and deliver this Amendment as of the date first set forth above.
By: /s/ R. JACK DECRANE
------------------------------
R. Jack DeCrane
Vice Chairman
By: /s/ RICHARD J. KAPLAN
------------------------------
Richard J. Kaplan
Assistant Secretary