EX-4.4





 Exhibit 4.4 

DUCOMMUN INCORPORATED 

Debt Securities 

Indenture 
 Dated as
of [                ] 

[                ], 

as Trustee 
  












 CROSS-REFERENCE TABLE 

This Cross-Reference Table is not a part of the Indenture. 
  

					
	 TIA Section
	  	Indenture Section	 
	 310(a)(1).
	  	 	7.10	 
	 (a)(2).
	  	 	7.10	 
	 (a)(3).
	  	 	N.A.	 
	 (a)(4).
	  	 	N.A.	 
	 (b).
	  	 	7.08; 7.10; 11.02	 
	 311(a).
	  	 	7.11	 
	 (b).
	  	 	7.11	 
	 (c).
	  	 	N.A.	 
	 312(a).
	  	 	2.05	 
	 (b).
	  	 	11.03	 
	 (c).
	  	 	11.03	 
	 313(a).
	  	 	7.06	 
	 (b)(1).
	  	 	N.A.	 
	 (b)(2).
	  	 	7.06	 
	 (c).
	  	 	11.02	 
	 (d).
	  	 	7.06	 
	 314(a).
	  	 	4.03; 11.02	 
	 (b).
	  	 	N.A.	 
	 (c)(1).
	  	 	11.04	 
	 (c)(2).
	  	 	11.04	 
	 (c)(3).
	  	 	N.A.	 
	 (d).
	  	 	N.A.	 
	 (e).
	  	 	11.05	 
	 315(a).
	  	 	7.01(b)	 
	 (b).
	  	 	7.05; 11.02	 
	 (c).
	  	 	7.01(a)	 
	 (d).
	  	 	7.01(c)	 
	 (e).
	  	 	6.11	 
	 316(a)(last sentence).
	  	 	2.12	 
	 (a)(1)(A).
	  	 	6.05	 
	 (a)(1)(B).
	  	 	6.04	 
	 (a)(2).
	  	 	N.A.	 
	 (b).
	  	 	6.07	 
	 317(a)(1).
	  	 	6.08	 
	 (a)(2).
	  	 	6.09	 
	 (b).
	  	 	2.04	 
	 318(a).
	  	 	11.01	 
	 N.A. means Not Applicable.
	  			


  
 i 













 TABLE OF CONTENTS 

This Table of Contents is not a part of the Indenture. 
  

							
	 ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE
	  	 	1	 
			
	 Section 1.01
	 	Definitions	  	 	1	 
			
	 Section 1.02
	 	Other Definitions	  	 	6	 
			
	 Section 1.03
	 	Incorporation by Reference of Trust Indenture Act	  	 	7	 
			
	 Section 1.04
	 	Rules of Construction	  	 	7	 
		
	 ARTICLE TWO THE SECURITIES
	  	 	8	 
			
	 Section 2.01
	 	Form and Dating	  	 	8	 
			
	 Section 2.02
	 	Execution and Authentication	  	 	10	 
			
	 Section 2.03
	 	Registrar and Paying Agent	  	 	10	 
			
	 Section 2.04
	 	Paying Agent to Hold Money in Trust	  	 	11	 
			
	 Section 2.05
	 	Securityholder Lists	  	 	11	 
			
	 Section 2.06
	 	Transfer and Exchange	  	 	11	 
			
	 Section 2.07
	 	Replacement Securities	  	 	12	 
			
	 Section 2.08
	 	Outstanding Securities	  	 	12	 
			
	 Section 2.09
	 	Temporary Securities	  	 	13	 
			
	 Section 2.10
	 	Cancellation	  	 	13	 
			
	 Section 2.11
	 	Defaulted Interest	  	 	13	 
			
	 Section 2.12
	 	Treasury Securities	  	 	14	 
			
	 Section 2.13
	 	CUSIP/ISIN Numbers	  	 	14	 
			
	 Section 2.14
	 	Deposit of Moneys	  	 	14	 
			
	 Section 2.15
	 	Book-Entry Provisions for Global Security	  	 	14	 
		
	 ARTICLE THREE REDEMPTION
	  	 	16	 
			
	 Section 3.01
	 	Notices to Trustee	  	 	16	 
			
	 Section 3.02
	 	Selection of Securities to be Redeemed	  	 	17	 
			
	 Section 3.03
	 	Notice of Redemption	  	 	17	 
			
	 Section 3.04
	 	Effect of Notice of Redemption	  	 	18	 
			
	 Section 3.05
	 	Deposit of Redemption Price	  	 	18	 
			
	 Section 3.06
	 	Securities Redeemed in Part	  	 	19	 
		
	 ARTICLE FOUR COVENANTS
	  	 	19	 
			
	 Section 4.01
	 	Payment of Securities	  	 	19	 
			
	 Section 4.02
	 	Maintenance of Office or Agency	  	 	19	 


  
 ii 














							
	 Section 4.03
	 	Compliance Certificate	  	 	19	 
			
	 Section 4.04
	 	Payment of Taxes; Maintenance of Corporate Existence; Maintenance of Properties	  	 	19	 
			
	 Section 4.05
	 	Waiver of Stay, Extension or Usury Laws	  	 	20	 
		
	 ARTICLE FIVE SUCCESSOR CORPORATION
	  	 	21	 
			
	 Section 5.01
	 	When Company May Merge, etc.	  	 	21	 
		
	 ARTICLE SIX DEFAULTS AND REMEDIES
	  	 	21	 
			
	 Section 6.01
	 	Events of Default	  	 	21	 
			
	 Section 6.02
	 	Acceleration	  	 	23	 
			
	 Section 6.03
	 	Other Remedies	  	 	24	 
			
	 Section 6.04
	 	Waiver of Existing Defaults	  	 	24	 
			
	 Section 6.05
	 	Control by Majority	  	 	24	 
			
	 Section 6.06
	 	Limitation on Suits	  	 	25	 
			
	 Section 6.07
	 	Rights of Holders to Receive Payment	  	 	25	 
			
	 Section 6.08
	 	Collection Suit by Trustee	  	 	25	 
			
	 Section 6.09
	 	Trustee May File Proofs of Claim	  	 	26	 
			
	 Section 6.10
	 	Priorities	  	 	26	 
			
	 Section 6.11
	 	Undertaking for Costs	  	 	26	 
		
	 ARTICLE SEVEN TRUSTEE
	  	 	27	 
			
	 Section 7.01
	 	Duties of Trustee	  	 	27	 
			
	 Section 7.02
	 	Rights of Trustee	  	 	28	 
			
	 Section 7.03
	 	Individual Rights of Trustee	  	 	29	 
			
	 Section 7.04
	 	Trustee’s Disclaimer	  	 	29	 
			
	 Section 7.05
	 	Notice of Defaults	  	 	29	 
			
	 Section 7.06
	 	Reports by Trustee to Holders	  	 	29	 
			
	 Section 7.07
	 	Compensation and Indemnity	  	 	30	 
			
	 Section 7.08
	 	Replacement of Trustee	  	 	30	 
			
	 Section 7.09
	 	Successor Trustee by Merger, etc.	  	 	31	 
			
	 Section 7.10
	 	Eligibility; Disqualification	  	 	31	 
			
	 Section 7.11
	 	Preferential Collection of Claims Against Company	  	 	31	 
		
	 ARTICLE EIGHT DISCHARGE OF INDENTURE
	  	 	32	 
			
	 Section 8.01
	 	Defeasance upon Deposit of Moneys or Government Obligations	  	 	32	 
			
	 Section 8.02
	 	Survival of the Company’s Obligations	  	 	35	 
			
	 Section 8.03
	 	Application of Trust Money	  	 	35	 
			
	 Section 8.04
	 	Repayment to the Company	  	 	36	 
			
	 Section 8.05
	 	Reinstatement	  	 	36	 


  
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	ARTICLE NINE AMENDMENTS, SUPPLEMENTS AND WAIVERS	  	 	36	 
			
	 Section 9.01
	 	Without Consent of Holders	  	 	36	 
			
	 Section 9.02
	 	With Consent of Holders	  	 	37	 
			
	 Section 9.03
	 	Compliance with Trust Indenture Act	  	 	38	 
			
	 Section 9.04
	 	Revocation and Effect of Consents	  	 	38	 
			
	 Section 9.05
	 	Notation on or Exchange of Securities	  	 	39	 
			
	 Section 9.06
	 	Trustee to Sign Amendments, etc.	  	 	39	 
		
	ARTICLE TEN SECURITIES IN FOREIGN CURRENCIES	  	 	39	 
			
	 Section 10.01
	 	Applicability of Article	  	 	39	 
		
	ARTICLE ELEVEN MISCELLANEOUS	  	 	40	 
			
	 Section 11.01
	 	Trust Indenture Act Controls	  	 	40	 
			
	 Section 11.02
	 	Notices	  	 	40	 
			
	 Section 11.03
	 	Communications by Holders with Other Holders	  	 	41	 
			
	 Section 11.04
	 	Certificate and Opinion as to Conditions Precedent	  	 	41	 
			
	 Section 11.05
	 	Statements Required in Certificate or Opinion	  	 	41	 
			
	 Section 11.06
	 	Rules by Trustee and Agents	  	 	42	 
			
	 Section 11.07
	 	Legal Holidays	  	 	42	 
			
	 Section 11.08
	 	Governing Law	  	 	42	 
			
	 Section 11.09
	 	No Adverse Interpretation of Other Agreements	  	 	42	 
			
	 Section 11.10
	 	No Recourse Against Others	  	 	42	 
			
	 Section 11.11
	 	Successors and Assigns	  	 	42	 
			
	 Section 11.12
	 	Duplicate Originals	  	 	43	 
			
	 Section 11.13
	 	Severability	  	 	43	 

 EXHIBIT A – Form of Security 

  
 iv 













 INDENTURE dated as of
[                ], (the “Base Indenture”), by and among DUCOMMUN INCORPORATED, a Delaware corporation (the “Company”), and
[                ], as trustee (the “Trustee”). 

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Company’s
debt securities issued under this Base Indenture: 
 ARTICLE ONE 

DEFINITIONS AND INCORPORATION BY REFERENCE 

Section 1.01 Definitions. 

“Affiliate” means, when used with reference to a specified person, any Person directly or indirectly controlling or controlled
by or under direct or indirect common control with the Person specified. 
 “Agent” means any Registrar, Paying Agent or co-Registrar or agent for service of notices and demands. 
 “Authorizing Resolution”
means a resolution adopted by the Board of Directors or by an Officer or committee of Officers pursuant to Board of Directors delegation authorizing a Series of Securities. 

“Bankruptcy Law” means Title 11 of the United States Code, as amended, or any similar federal or state law for the relief of
debtors. 
 “Board of Directors” means the Board of Directors of the Company or any duly authorized committee thereof. 

“Capital Stock” means, with respect to any Person, any and all shares, interests, participations or other equivalents
(however designated) of or in such Person’s capital stock or other equity interests. 
 “Capitalized Lease
Obligations” of any Person means, at the time any determination thereof is to be made, the obligations of such Person to pay rent or other amounts under a lease that is required to be capitalized for financial reporting purposes in
accordance with GAAP, and the amount of such obligations will be the capitalized amount thereof determined in accordance with GAAP. 

“Company” means the party named as such in this Indenture until a successor replaces it pursuant to the Indenture and
thereafter means the successor. 

  
 1 













 “control” means, when used with respect to any Person, the power to direct
the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the
foregoing. 
 “Currency Agreement” of any Person means any foreign exchange contract, currency swap agreement or other
similar agreement or arrangement designed to protect such Person or any of its Subsidiaries against fluctuations in currency values. 

“Default” means any event, act or condition that is, or after notice or the passage of time or both would be, an Event of
Default. 
 “Definitive Security” means a certificated Security registered in the name of the Securityholder thereof. 

“Depositary” means, with respect to Securities of any Series which the Company shall determine will be issued in whole or in
part as a Global Security, DTC, another clearing agency, or any successor registered as a clearing agency under the Exchange Act, and any other applicable U.S. or foreign statute or regulation, which, in each case, shall be designated by the Company
pursuant to Section 2.01. 
 “Dollars” and “$” mean United States Dollars. 

“DTC” means The Depository Trust Company, New York, New York. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended. 

“Foreign Currency” means any currency, currency unit or composite currency, including, without limitation, the euro, issued
by the government of one or more countries other than the United States or by any recognized confederation or association of such governments. 

“GAAP” means generally accepted accounting principles set forth in the accounting standards codification of the Financial
Accounting Standards Board or in such other statements by such or any other entity as may be approved by a significant segment of the accounting profession of the United States, as in effect on the date of this Base Indenture. 

“Global Security” means, with respect to any Series of Securities, a Security executed by the Company and delivered by the
Trustee to the Depositary or pursuant to the Depositary’s instruction, all in accordance with the Indenture, which shall be registered in the name of the Depositary or its nominee. 

  
 2 













 “Government Obligations” means securities which are (i) direct
obligations of the United States or the other government or governments in the confederation which issued the Foreign Currency in which the principal of or any interest on the Security of the applicable Series shall be payable, in each case for the
payment of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States or such other government or governments, in each case the payment
of which is unconditionally guaranteed as a full faith and credit obligation by the United States or such other government or governments, which, in either case are not callable or redeemable at the option of the issuer or issuers thereof, and shall
also include a depositary receipt issued by a bank or trust company as custodian with respect to any such Government Obligations or a specific payment of interest on or principal of any such Government Obligation held by such custodian for the
account of the holder of a depositary receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the
custodian in respect of the Government Obligation or the specific payment of interest on or principal of the Government Obligation evidenced by such depositary receipt. 

“Holder” or “Securityholder” means the Person in whose name a Security is registered on the Registrar’s
books. 
 “Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not
contingent: 
  

	 	(1)	 in respect of borrowed money; 



 

	 	(2)	 evidenced by bonds, notes, debentures or similar instruments; 



 

	 	(3)	 in respect of letters of credit (or reimbursement agreements in respect thereof) or banker’s acceptances;



  

	 	(4)	 representing Capitalized Lease Obligations; 



 

	 	(5)	 in respect of the balance deferred and unpaid of the purchase price of any property, except (i) any such
balance that constitutes an accrued expense or trade payable, or (ii) any obligation to pay a contingent purchase price as long as such obligation remains contingent; or 



 

	 	(6)	 in respect of any Interest Protection Agreement or Currency Agreement, 



if and to the extent any of the preceding items (other than letters of credit and any Interest Protection Agreement or Currency Agreement) would appear as a
liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such
Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the guarantee by such Person of any indebtedness of any other Person. 

  
 3 













 Except as otherwise expressly provided in this Indenture, the amount of any Indebtedness
outstanding as of any date shall be: 
  

	 	(a)	 with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving
rise to the obligation; 


  

	 	(b)	 with respect to any Interest Protection Agreement or Currency Agreement, the net amount payable thereunder if
such agreement were terminated at that time due to default by such Person; 


  

	 	(c)	 the accreted value thereof, in the case of any Indebtedness issued at a discount to par; or



  

	 	(d)	 except as provided above, the principal amount or liquidation preference thereof, in the case of any other
Indebtedness. 


 “Indenture” means this Base Indenture as amended or supplemented from time to time,
including pursuant to any Authorizing Resolution or supplemental indenture pertaining to any Series, and including, for all purposes of this instrument and any such Authorizing Resolution or supplemental indenture, the provisions of the TIA that are
deemed to be a part of and govern this Base Indenture and any such Authorizing Resolution or supplemental indenture, respectively. 

“Interest Protection Agreement” of any Person means any interest rate swap agreement, interest rate collar agreement, option
or futures contract or other similar agreement or arrangement designed to protect such Person or any of its Subsidiaries against fluctuations in interest rates with respect to Indebtedness. 

“Issue Date” means, with respect to any Series of Securities, the date on which the Securities of such Series are originally
issued under this Indenture. 
 “Lien” means, with respect to any Property, any mortgage, deed of trust, lien, pledge,
charge, hypothecation, security interest or encumbrance of any kind in respect of such Property. For purposes of this definition, a Person shall be deemed to own, subject to a Lien, any Property which it has acquired or holds subject to the interest
of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such Property. 

  
 4 













 “Non-Recourse Indebtedness” with
respect to any Person means Indebtedness of such Person for which (i) the sole legal recourse for collection of principal and interest on such Indebtedness is against the specific Property identified in the instruments evidencing or securing
such Indebtedness (and any accessions thereto and proceeds thereof) and such Property was acquired with the proceeds of such Indebtedness or such Indebtedness was incurred within 180 days after the acquisition of such Property and (ii) no other
assets of such Person may be realized upon in collection of principal or interest on such Indebtedness. Indebtedness which is otherwise Non-Recourse Indebtedness will not lose its character as Non-Recourse Indebtedness because there is recourse to the borrower, any guarantor or any other Person for (i) environmental or tax warranties and indemnities and such other representations, warranties,
covenants and indemnities as are customarily required in such transactions, or (ii) indemnities for and liabilities arising from fraud, misrepresentation, misapplication or non-payment of rents, profits,
insurance and condemnation proceeds and other sums actually received by the borrower from secured assets to be paid to the lender, waste and mechanics’ liens. 

“NYUCC” means the New York Uniform Commercial Code, as in effect from time to time. 

“Officer” means the Chairman of the Board of Directors, the Chief Executive Officer, the President, any Vice President, the
Treasurer, the Controller or the Secretary of the Company, as applicable. 
 “Officers’ Certificate” means a
certificate signed by two Officers or by an Officer and an Assistant Treasurer or an Assistant Secretary of the Company. 
 “Opinion
of Counsel” means a written opinion from legal counsel. The counsel may be an employee of or counsel to the Company or the Trustee. 

“Person” means any individual, corporation, partnership, limited liability company, joint venture, incorporated or
unincorporated association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. 

“Property” of any Person means all types of real, personal, tangible, intangible or mixed property owned by such Person,
whether or not included in the most recent consolidated balance sheet of such Person under GAAP. 
 “SEC” means the
Securities and Exchange Commission or any successor agency performing the duties now assigned to it under the TIA. 

“Securities” means any Securities that are issued under this Base Indenture. 

  
 5 













 “Series” means a series of Securities established under this Base
Indenture. 
 “Subsidiary” of any Person means any corporation or other entity of which a majority of the Capital Stock
having ordinary voting power to elect a majority of the board of directors of such entity or other persons performing similar functions is at the time directly or indirectly owned or controlled by such Person. 

“TIA” means the Trust Indenture Act of 1939, as in effect from time to time, except as otherwise provided herein. 

“Trustee” means the party named as such in this Base Indenture until a successor replaces it pursuant to this Base Indenture
and thereafter means the successor serving hereunder; provided, however, that if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any Series shall mean only the Trustee with respect to
Securities of that Series. 
 “Trust Officer” means the Chairman of the Board, the President, any Vice President or any
other officer or assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters. 
 “United
States” means the United States of America. 
 Section 1.02 Other Definitions. 

 

			
	 Term
	  	 Defined in Section

	Agent Members	  	2.15
	Base Indenture	  	Preamble
	Business Day	  	11.07
	Covenant Defeasance	  	8.01
	Custodian	  	6.01
	Event of Default	  	6.01
	Legal Defeasance	  	8.01
	Legal Holiday	  	11.07
	Paying Agent	  	2.03
	Payment Default	  	6.01
	Registrar	  	2.03
	Successor	  	5.01


  
 6 













 Section 1.03 Incorporation by Reference of Trust Indenture Act. 

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings: 
 “Commission” means the SEC. 

“Indenture Securities” means the Securities of a particular Series. 

“Indenture Security Holder” means a Securityholder. 

“Indenture to be Qualified” means this Indenture. 

“Indenture Trustee” or “Institutional Trustee” means the Trustee. 

“Obligor” on the Indenture Securities means the Company or any other obligor on the Securities of a Series. 

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule
have the meanings so assigned to them. 
 Section 1.04 Rules of Construction. 

Unless the context otherwise requires: 
  

	 	(1)	 a term has the meaning assigned to it herein; 



 

	 	(2)	 an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP and all
accounting determinations shall be made in accordance with GAAP; 


  

	 	(3)	 “or” is not exclusive and “including” means “including without limitation”;



  

	 	(4)	 words in the singular include the plural, and in the plural include the singular; 



 

	 	(5)	 “herein,” “hereof” and “hereunder,” and other words of similar import, refer to
this Indenture as a whole (including any Authorizing Resolution or supplemental indenture relating to the relevant Series) and not to any particular Article, Section or other subdivision; 



 

	 	(6)	 all exhibits are incorporated by reference herein and expressly made a part of this Indenture; and




  
 7 














	 	(7)	 any transaction or event shall be considered “permitted by” or made “in accordance with” or
“in compliance with” this Indenture or any particular provision thereof if such transaction or event is not expressly prohibited by this Indenture or such provision, as the case may be. 



ARTICLE TWO 
 THE
SECURITIES 
 Section 2.01 Form and Dating. 

The aggregate principal amount of Securities that may be issued under this Base Indenture is unlimited. The Securities may be issued from time
to time in one or more Series. Each Series shall be created by an Authorizing Resolution or a supplemental indenture that establishes the terms of the Series, which may include the following: 

 

	 	(1)	 the title of the Series; 



 

	 	(2)	 the aggregate principal amount (or any limit on the aggregate principal amount) of the Series and, if any
Securities of a Series are to be issued at a discount from their face amount, the method of computing the accretion of such discount; 


  

	 	(3)	 the interest rate or method of calculation of the interest rate; 



 

	 	(4)	 the date from which interest will accrue; 



 

	 	(5)	 the record dates for interest payable on Securities of the Series; 



 

	 	(6)	 the dates when, places where and manner in which principal and interest are payable; 



 

	 	(7)	 the Registrar and Paying Agent; 



 

	 	(8)	 the terms of any mandatory (including any sinking fund requirements) or optional redemption by the Company;



  

	 	(9)	 the terms of any redemption at the option of Holders; 



 

	 	(10)	 the permissible denominations in which Securities of such Series are issuable, if different from $2,000 and
multiples of $1,000 in excess thereof; 


  

	 	(11)	 whether Securities of such Series will be issued in registered or bearer form and the terms of any such forms
of Securities; 



  
 8 














	 	(12)	 whether the Securities of the Series shall be issued in whole or in part in the form of a Global Security or
Securities, the terms and conditions, if different from those contained in this Base Indenture, upon which such Global Security or Securities may be exchanged in whole or in part for Definitive Securities; the Depositary for such Global Security or
Securities; the form of any legend or legends, if any, to be borne by any such Global Security or Securities in addition to or in lieu of the legends referred to in Section 2.15; 



 

	 	(13)	 the currency or currencies (including any composite currency) in which principal or interest or both may be
paid; 


  

	 	(14)	 if payments of principal or interest may be made in a currency other than that in which Securities of such
Series are denominated, the manner for determining such payments, including the time and manner of determining the exchange rate between the currency in which such Securities are denominated and the currency in which such Securities or any of them
may be paid, and any deletions from or modifications of or additions to the terms of this Indenture to provide for or to facilitate the issuance of Securities denominated or payable, at the election of the Company or a Holder thereof or otherwise,
in a Foreign Currency; 


  

	 	(15)	 provisions for electronic issuance of Securities or issuance of Securities of such Series in uncertificated
form; 


  

	 	(16)	 any Events of Default, covenants and/or defined terms in addition to or in lieu of those set forth in this Base
Indenture; 


  

	 	(17)	 whether and upon what terms Securities of such Series may be defeased or discharged if different from the
provisions set forth in this Base Indenture; 


  

	 	(18)	 the form of the Securities of such Series, which, unless the Authorizing Resolution or supplemental indenture
otherwise provides, shall be in the form of Exhibit A; 


  

	 	(19)	 any terms that may be required by or advisable under applicable law; 



 

	 	(20)	 the percentage of the principal amount of the Securities of such Series which is payable if the maturity of the
Securities of such Series is accelerated in the case of Securities issued at a discount from their face amount; 


  

	 	(21)	 whether the Securities of such Series are senior or subordinated debt securities, and if subordinated debt
securities, the terms of such subordination; 



  
 9 














	 	(22)	 whether the Securities of the Series will be convertible into or exchangeable for other Securities, common
shares or other securities of any kind of the Company or another obligor, and, if so, the terms and conditions upon which such Securities will be so convertible or exchangeable, including the initial conversion or exchange price or rate or the
method of calculation, how and when the conversion price or exchange ratio may be adjusted, whether conversion or exchange is mandatory, at the option of the holder or at the Company’s option, the conversion or exchange period, and any other
provision in relation thereto; and 


  

	 	(23)	 any other terms in addition to or different from those contained in this Base Indenture applicable to such
Series. 


 All Securities of one Series need not be issued at the same time and, unless otherwise provided, a Series may
be reopened for issuances of additional Securities of such Series pursuant to an Authorizing Resolution, an Officers’ Certificate or in any indenture supplemental hereto. 

The creation and issuance of a Series and the authentication and delivery thereof are not subject to any conditions precedent. 

Section 2.02 Execution and Authentication. 

One Officer shall sign the Securities for the Company by manual or facsimile signature. 

If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security
shall nevertheless be valid. 
 A Security shall not be valid until the Trustee manually signs the certificate of authentication on the
Security. The signature shall be conclusive evidence that the Security has been authenticated under this Base Indenture. 
 The Trustee
shall authenticate Securities for original issue upon receipt of an Officers’ Certificate of the Company. Each Security shall be dated the date of its authentication. 

Section 2.03 Registrar and Paying Agent. 

The Company shall maintain an office or agency where Securities may be presented for registration of transfer or where Securities of a Series
that are convertible or exchangeable may be surrendered for conversion or exchange (“Registrar”), an office or agency where Securities may be presented for payment (“Paying Agent”) and an office or agency where
notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may have one or more co-Registrars and one or more additional Paying Agents. The term “Paying Agent” includes any additional paying agent. 

  
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 The Company shall enter into an appropriate agency agreement with any Agent not a party to
this Base Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall promptly notify the Trustee in writing of the name and address of any such Agent and the Trustee shall have the right to
inspect the Securities Register at all reasonable times to obtain copies thereof, and the Trustee shall have the right to rely upon such register as to the names and addresses of the Holders and the principal amounts and certificate numbers thereof.
If the Company fails to maintain a Registrar or Paying Agent or fails to give the foregoing notice, the Trustee shall act as such. 
 The
Company initially appoints the Trustee as Registrar and Paying Agent. 
 Section 2.04 Paying Agent to Hold Money in Trust. 

Each Paying Agent shall hold in trust for the benefit of Securityholders and the Trustee all money held by the Paying Agent for the payment of
principal of or interest on the Securities, and shall notify the Trustee of any default by the Company in making any such payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate the money and hold it as a separate trust
fund. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon doing so the Paying Agent shall have no further liability for the money. 

Section 2.05 Securityholder Lists. 

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of
Securityholders. If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least five Business Days before each semiannual interest payment date and at such other times as the Trustee may request in writing a list in such form
and as of such date as the Trustee may reasonably require of the names and addresses of Securityholders. 
 Section 2.06 Transfer and
Exchange. 
 Where a Security is presented to the Registrar or a co-Registrar with a request
to register a transfer, the Registrar shall register the transfer as requested if the requirements of Section 8-401(a) of the NYUCC are met and the other provisions of this
Section 2.06 are satisfied. Where Securities are presented to the Registrar or a co-Registrar with a request to exchange them for an equal principal amount of Securities of other
denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit transfers and exchanges, the Trustee shall authenticate Securities at the Registrar’s request. The Registrar need not transfer or 


  
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 exchange any Security selected for redemption or repurchase, except the unredeemed or repurchased part
thereof if the Security is redeemed or repurchased in part, or transfer or exchange any Securities for a period of 15 days before a selection of Securities to be redeemed or repurchased. Any exchange or transfer shall be without charge, except that
the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto except in the case of exchanges pursuant to Sections 2.09, 3.06, or 9.05 not involving any
transfer. 
 Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in
such Global Security may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book entry.

 Section 2.07 Replacement Securities. 

If the Holder of a Security claims that the Security has been lost, destroyed, mutilated or wrongfully taken, the Company shall issue and
execute a replacement security and, upon written request of any Officer of the Company, the Trustee shall authenticate such replacement Security, provided, in the case of a lost, destroyed or wrongfully taken Security, that the requirements of Section 8-405 of the NYUCC are met. If any such lost, destroyed, mutilated or wrongfully taken Security shall have matured or shall be about to mature, the Company may, instead of issuing a substitute Security
therefor, pay such Security without requiring (except in the case of a mutilated Security) the surrender thereof. An indemnity bond must be sufficient in the judgment of the Company and the Trustee to protect the Company, the Trustee and any Agent
from any loss which any of them may suffer if a Security is replaced, including the acquisition of such Security by a bona fide purchaser. The Company and the Trustee may charge for its expenses in replacing a Security. 

Section 2.08 Outstanding Securities. 

Securities outstanding at any time are all Securities authenticated by the Trustee except for those cancelled by it and those described in this
Section. A Security does not cease to be outstanding because the Company or one of its Affiliates holds the Security. 
 If a Security is
replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a “protected purchaser” (as such term is defined in the NYUCC). 

If the Paying Agent holds on a redemption date, purchase date or maturity date money sufficient to pay Securities payable on that date, then
on and after that date such Securities cease to be outstanding and interest on them ceases to accrue. 

  
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 Subject to the foregoing provisions of this Section, each Security delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 

Section 2.09 Temporary Securities. 

Until Definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities. Temporary
Securities shall be substantially in the form of definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and, upon surrender for
cancellation of the temporary Security, the Company shall execute and the Trustee shall authenticate definitive Securities in exchange for temporary Securities. Until so exchanged, the temporary Securities shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities authenticated and delivered hereunder. 
 Section 2.10 Cancellation. 

The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Securities
surrendered to them for registration of transfer, exchange, redemption, purchase or payment. The Trustee and no one else shall cancel and destroy, or retain in accordance with its standard retention policy, all Securities surrendered for
registration of transfer, exchange, redemption, purchase, payment or cancellation. Unless the Authorizing Resolution or supplemental indenture so provides, the Company may not issue new Securities to replace Securities that it has previously paid or
delivered to the Trustee for cancellation. 
 Section 2.11 Defaulted Interest. 

If the Company defaults in a payment of interest on the Securities of any Series, it shall pay the defaulted interest plus any interest payable
on the defaulted interest to the persons who are Securityholders of such Series on a subsequent special record date. The Company shall fix such special record date and a payment date which shall be reasonably satisfactory to the Trustee. At least 15
days before such special record date, the Company shall mail to each Securityholder of the relevant Series a notice that states the record date, the payment date and the amount of defaulted interest to be paid. On or before the date such notice is
mailed, the Company shall deposit with the Paying Agent money sufficient to pay the amount of defaulted interest to be so paid. The Company may pay defaulted interest in any other lawful manner if, after notice given by the Company to the Trustee of
the proposed payment, such manner of payment shall be deemed practicable by the Trustee. 

  
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 Section 2.12 Treasury Securities. 

In determining whether the Holders of the required principal amount of Securities of a Series have concurred in any direction, waiver, consent
or notice, Securities owned by the Company or any of its respective Affiliates shall be considered as though they are not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Securities which the Trustee actually knows are so owned shall be so considered. 
 Section 2.13 CUSIP/ISIN
Numbers. 
 The Company in issuing the Securities of any Series may use a “CUSIP” and/or “ISIN” or other similar
number, and if so, the Trustee shall use the CUSIP and/or ISIN or other similar number in notices of redemption or exchange as a convenience to Holders of such Securities; provided that no representation is hereby deemed to be made by the Trustee as
to the correctness or accuracy of any such CUSIP and/or ISIN or other similar number printed in the notice or on such Securities, and that reliance may be placed only on the other identification numbers printed on such Securities. The Company shall
promptly notify the Trustee of any change in any CUSIP and/or ISIN or other similar number. 
 Section 2.14 Deposit of Moneys. 

Prior to 11:00 a.m. New York City time on each interest payment date and maturity date with respect to each Series of Securities, the Company
shall have deposited with the Paying Agent in immediately available funds money in the applicable currency sufficient to make cash payments due on such interest payment date or maturity date, as the case may be, in a timely manner which permits the
Paying Agent to remit payment to the Holders of such Series on such interest payment date or maturity date, as the case may be. 
 Section 2.15
Book-Entry Provisions for Global Security. 
 (a) Any Global Security of a Series initially shall (i) be registered in the
name of the Depositary or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear any required legends. 

Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to
any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute
owner of the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security. 

  
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 (b) Transfers of any Global Security shall be limited to transfers in whole, but not in
part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in the Global Security may be transferred or exchanged for Definitive Securities in accordance with the rules and procedures of the Depositary. In
addition, Definitive Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary
for the Global Security and a successor depository is not appointed by the Company within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary to issue
Definitive Securities. 
 (c) In connection with any transfer or exchange of a portion of the beneficial interest in any Global Security to
beneficial owners pursuant to paragraph (b), the Registrar shall (if one or more Definitive Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount of the Global Security in an amount equal to
the principal amount of the beneficial interest in the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Securities of like Series and amount. 

(d) In connection with the transfer of an entire Global Security to beneficial owners pursuant to paragraph (b), the Global Security shall be
deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the Global
Security, an equal aggregate principal amount of Definitive Securities of the same Series in authorized denominations. 
 (e) The Holder of
any Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities
of such Series. 
 (f) Unless otherwise provided in the Authorizing Resolution or supplemental indenture for a particular Series of
Securities, each Global Security of such Series shall bear legends in substantially the following forms: 
 “THIS GLOBAL SECURITY IS
HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE HOLDERS OF BENEFICIAL INTERESTS HEREIN, AND IS NOT 

  
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 TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE ANY SUCH
NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06 OF THE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE
FOR CANCELLATION PURSUANT TO THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.” 

“UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR TO ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ANY ENTITY AS
MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO SUCH ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN.” 
 ARTICLE THREE 

REDEMPTION 
 Section 3.01
Notices to Trustee. 
 Securities of a Series that are redeemable prior to maturity shall be redeemable in accordance with their
terms and, unless the Authorizing Resolution or supplemental indenture provides otherwise, in accordance with this Article Three. 

If the Company wants to redeem Securities pursuant to Paragraph 4 of the Securities, it shall notify the Trustee in writing of the
redemption date and the principal amount of Securities to be redeemed. Any such notice may be cancelled at any time prior to notice of such redemption being mailed to Holders. Any such cancelled notice shall be void and of no effect. 

If the Company wants to credit any Securities previously redeemed, retired or acquired against any redemption pursuant to Paragraph 5
of the Securities, it shall notify the Trustee of the amount of the credit and it shall deliver any Securities not previously delivered to the Trustee for cancellation with such notice. 

  
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 The Company shall give each notice provided for in this
Section 3.01 at least 30 days before the notice of any such redemption is to be mailed to Holders (unless a shorter notice shall be satisfactory to the Trustee). 

Section 3.02 Selection of Securities to be Redeemed. 

If fewer than all of the Securities of a Series are to be redeemed, the Trustee shall select the Securities to be redeemed by a method the
Trustee considers fair and appropriate and in a manner that complies with applicable requirements of the Depositary. The Trustee shall make the selection from Securities outstanding not previously called for redemption and shall promptly notify the
Company of the serial numbers or other identifying attributes of the Securities so selected. The Trustee may select for redemption portions of the principal of Securities that have denominations larger than the minimum denomination for the Series.
Securities and portions of them it selects shall be in amounts equal to a permissible denomination for the Series. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for
redemption. 
 Unless otherwise provided in the Authorizing Resolution or supplemental indenture relating to a Series, if any Security
selected for partial redemption is converted into or exchanged for Common Stock or other securities, cash or other property in part before termination of the conversion or exchange right with respect to the portion of the Security so selected, the
converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities which have been converted or exchanged during a selection of Securities to be redeemed shall be treated by the Trustee as
outstanding for the purpose of such selection. 
 Section 3.03 Notice of Redemption. 

At least 30 days but not more than 60 days before a redemption date, the Company shall mail a notice of redemption to each Holder of Securities
to be redeemed. 
 The notice shall identify the Securities to be redeemed and shall state: 

 

	 	(1)	 the redemption date; 



 

	 	(2)	 the redemption price or the formula pursuant to which such price will be calculated; 



  
 17 














	 	(3)	 if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed
and that, after the redemption date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Security; 



 

	 	(4)	 in the case of Securities of a Series that are convertible or exchangeable into shares of the Company’s
common stock or other securities, cash or other property, the conversion or exchange price or rate, the date or dates on which the right to convert or exchange the principal of the Securities of such Series to be redeemed will commence or terminate
and the place or places where such Securities may be surrendered for conversion or exchange; 


  

	 	(5)	 the name and address of the Paying Agent; 



 

	 	(6)	 that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price;



  

	 	(7)	 that interest on Securities called for redemption ceases to accrue on and after the redemption date; and



  

	 	(8)	 that the Securities are being redeemed pursuant to the mandatory redemption or the optional redemption
provisions, as applicable. 


 At the Company’s request, the Trustee shall give the notice of redemption in the
Company’s name and at its expense; provided, however, that the Company shall deliver to the Trustee at least 15 days prior to the date on which notice of redemption is to be mailed or such shorter period as may be satisfactory to the Trustee,
an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. 

Section 3.04 Effect of Notice of Redemption. 

Once notice of redemption is mailed, Securities called for redemption become due and payable on the redemption date and at the redemption price
as set forth in the notice of redemption. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price, plus accrued and unpaid interest to the redemption date. 

Section 3.05 Deposit of Redemption Price. 

On or before the redemption date, the Company shall deposit with the Paying Agent immediately available funds in the applicable currency
sufficient to pay the redemption price of and accrued interest on all Securities to be redeemed on that date. 

  
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 Section 3.06 Securities Redeemed in Part. 

Upon surrender of a Security that is redeemed in part, the Company shall execute and the Trustee shall authenticate for each Holder a new
Security of the same Series equal in principal amount to the unredeemed portion of the Security surrendered. 
 ARTICLE FOUR 

COVENANTS 
 Section 4.01 Payment
of Securities. 
 The Company shall pay the principal of and interest on a Series on the dates, in the currency and in the manner
provided in the Securities of the Series. An installment of principal or interest shall be considered paid on the date it is due if the Paying Agent holds on that date money in the applicable currency designated for and sufficient to pay the
installment. 
 The Company shall pay interest on overdue principal at the rate borne by the Series; it shall pay interest on overdue
installments of interest at the same rate. 
 Section 4.02 Maintenance of Office or Agency. 

The Company shall maintain the office or agency required under Section 2.03. The Company shall give prior written
notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the address of the Trustee. 
 Section 4.03 Compliance Certificate.

 The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company an Officers’
Certificate stating whether or not the signers know of any continuing Default by the Company in performing any of its obligations under this Indenture. If they do know of such a Default, the certificate shall describe the Default. 

Section 4.04 Payment of Taxes; Maintenance of Corporate Existence; Maintenance of Properties. 

The Company will: 

  
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 (a) cause to be paid and discharged all lawful taxes, assessments and governmental charges
or levies imposed upon the Company or upon the income or profits of the Company or upon Property or any part thereof belonging to the Company before the same shall be in default, as well as all lawful claims for labor, materials and supplies which,
if unpaid, might become a lien or charge upon such Property or any part thereof; provided, however, that the Company shall not be required to cause to be paid or discharged any such tax, assessment, charge, levy or claim so long as the validity or
amount thereof shall be contested in good faith by appropriate proceedings and the nonpayment thereof does not, in the judgment of the Company, materially adversely affect the ability of the Company to pay all obligations under this Indenture when
due; and provided further that the Company shall not be required to cause to be paid or discharged any such tax, assessment, charge, levy or claim if, in the judgment of the Company, such payment shall not be advantageous to the Company in the
conduct of its business and if the failure so to pay or discharge does not, in its judgment, materially adversely affect the ability of the Company to pay all obligations under this Indenture when due; 

(b) cause to be done all things necessary to preserve and keep in full force and effect the corporate existence of the Company and to comply
with all applicable laws; provided, however, that nothing in this paragraph (b) shall prevent a consolidation or merger of the Company not prohibited by the provisions of Article Five or any other provision of this Indenture
pertaining to a Series; and 
 (c) at all times keep, maintain and preserve all the Property of the Company in good repair, working order
and condition (reasonable wear and tear excepted) and from time to time make all needful and proper repairs, renewals, replacements, betterments and improvements thereto, so that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however, that nothing in this paragraph (c) shall prevent the Company from discontinuing the operation and maintenance of any such properties if such discontinuance, in the
judgment of the Company, does not materially adversely affect the ability of the Company to pay all obligations under this Indenture when due. 

Section 4.05 Waiver of Stay, Extension or Usury Laws. 

The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law or any usury law or other law that would prohibit or forgive the Company from paying all or any portion of the principal of or interest on the Securities of any Series as
contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture; and (to the extent that it may lawfully do so) the Company expressly waives all benefit or
advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 

  
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 ARTICLE FIVE 

SUCCESSOR CORPORATION 

Section 5.01 When Company May Merge, etc. 

The Company will not consolidate or merge with or into, or sell, lease, convey or otherwise dispose of all or substantially all of its assets
(including by way of liquidation or dissolution), to any Person (in each case other than in a transaction in which the Company is the survivor of a consolidation or merger, or the transferee in a sale, lease, conveyance or other disposition) unless:

  

	 	(1)	 the Person formed by or surviving such consolidation or merger (if other than the Company, as the case may be),
or to which such sale, lease, conveyance or other disposition will be made (collectively, the “Successor”), is a corporation or other legal entity organized and existing under the laws of the United States or any state thereof or
the District of Columbia, and the Successor assumes by supplemental indenture in a form reasonably satisfactory to the Trustee all of the obligations of the Company under the Securities and the Indenture, and 



 

	 	(2)	 immediately after giving effect to such transaction, no Default or Event of Default has occurred and is
continuing. 


 Upon any such consolidation, merger, sale, lease, conveyance or other disposition, the Successor will be
substituted for the Company under the Indenture. The Successor may then exercise every power and right of the Company under this Indenture, and except in the case of a lease, the Company will be released from all of its liabilities and obligations
in respect of the Securities and the Indenture. If the Company leases all or substantially all of its assets the Company will not be released from its obligations to pay the principal of and interest, if any, on the Securities. 

ARTICLE SIX 
 DEFAULTS
AND REMEDIES 
 Section 6.01 Events of Default. 

An “Event of Default” on a Series occurs if, voluntarily or involuntarily, whether by operation of law or otherwise, any of
the following occurs: 
  

	 	(1)	 the failure by the Company to pay interest on any Security of such Series when the same becomes due and payable
and the continuance of any such failure for a period of 30 days; 



  
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	 	(2)	 the failure by the Company to pay the principal of any Security of such Series when the same becomes due and
payable at maturity, upon acceleration, redemption or otherwise; 


  

	 	(3)	 the failure by the Company to comply with any of its agreements or covenants in, or provisions of, the
Securities of such Series or this Indenture (as they relate thereto) and such failure continues for the period and after the notice specified below (except in the case of a default with respect to Article Five (or any other provision
specified in the applicable supplemental indenture or Authorizing Resolution), which will constitute Events of Default with notice but without passage of time); 



 

	 	(4)	 default under any mortgage, indenture or instrument under which there may be issued or by which there may be
secured or evidenced any Indebtedness (other than Non-Recourse Indebtedness) for money borrowed by the Company (or the payment of which is guaranteed by the Company), whether such Indebtedness or guarantee now
exists or is created after the Issue Date, if that default: 


  

	 	(A)	 is caused by a failure to pay at final stated maturity the principal amount of such Indebtedness prior to the
expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or 


  

	 	(B)	 results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the
principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $50 million or more;



  

	 	(5)	 failure by the Company to pay final judgments which are non-appealable
aggregating in excess of $50 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days; 



 

	 	(6)	 the Company pursuant to or within the meaning of any Bankruptcy Law: 



 

	 	(A)	 commences a voluntary case, 



 

	 	(B)	 consents to the entry of an order for relief against it in an involuntary case, 



  
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	 	(C)	 consents to the appointment of a Custodian of it or for all or substantially all of its Property, or



  

	 	(D)	 makes a general assignment for the benefit of its creditors; 



 

	 	(7)	 a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:



  

	 	(A)	 is for relief against the Company as debtor in an involuntary case, 



 

	 	(B)	 appoints a Custodian of the Company or a Custodian for all or substantially all of the Property of the Company,
or 


  

	 	(C)	 orders the liquidation of the Company, and the order or decree remains unstayed and in effect for 60 days.



 A Default as described in subparagraph (3) above will not be deemed an Event of Default until the Trustee
notifies the Company, or the Holders of at least 25 percent in principal amount of the then outstanding Securities of the applicable Series notify the Company and the Trustee, of the Default and (except in the case of a default with respect to
Article Five (or any other provision specified in the applicable supplemental indenture or Authorizing Resolution)) the Company does not cure the Default within 60 days after receipt of the notice. The notice must specify the Default, demand
that it be remedied and state that the notice is a “Notice of Default.” If such a Default is cured within such time period, it ceases to exist, without any action by the Trustee or any other Person. 

The term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy
Law. 
 Section 6.02 Acceleration. 

If an Event of Default (other than an Event of Default with respect to the Company resulting from subparagraph (6) or
(7) above), shall have occurred and be continuing under the Indenture, the Trustee by notice to the Company, or the Holders of at least 25 percent in principal amount of the Securities of the applicable Series then outstanding by
notice to the Company and the Trustee, may declare all Securities of such Series to be due and payable immediately. Upon such declaration of acceleration, the amounts due and payable on the Securities of such Series will be due and payable
immediately. If an Event of Default with respect to the Company specified in subparagraph (6) or (7) above occurs, all amounts due and payable on the Securities of such Series will ipso facto become and be immediately
due and payable without any declaration, notice or other act on the part of the Trustee and the Company or any Holder. 

  
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 Holders of a majority in principal amount of the then outstanding Securities of such Series
may rescind an acceleration with respect to such Series and its consequence (except an acceleration due to nonpayment of principal or interest) if the rescission would not conflict with any judgment or decree and if all existing Events of Default
(other than the non-payment of accelerated principal) have been cured or waived. 
 No such
rescission shall extend to or shall affect any subsequent Event of Default, or shall impair any right or power consequent thereon. 
 Section 6.03
Other Remedies. 
 If an Event of Default on a Series occurs and is continuing, the Trustee may pursue any available remedy by
proceeding at law or in equity to collect the payment of principal of or interest on the Series or to enforce the performance of any provision in the Securities or this Indenture applicable to the Series. 

The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive
of any other remedy. All available remedies are cumulative. 
 Section 6.04 Waiver of Existing Defaults. 

Subject to Section 9.02, the Holders of a majority in principal amount of the outstanding Securities of a Series on
behalf of all the Holders of the Series by notice to the Trustee may waive an existing Default on such Series and its consequences. When a Default is waived, it is cured and stops continuing, and any Event of Default arising therefrom shall be
deemed to have been cured; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 

Section 6.05 Control by Majority. 

The Holders of a majority in principal amount of the outstanding Securities of a Series may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it with respect to such Series. The Trustee, however, may refuse to follow any direction (i) that conflicts with law or this Indenture,
(ii) that, subject to Section 7.01, the Trustee determines is unduly prejudicial to the rights of other Securityholders, (iii) that would involve the Trustee in personal liability, if there shall be reasonable
grounds for believing that adequate indemnity against such liability is not reasonably assured to it, or (iv) if the Trustee shall not have been provided with indemnity satisfactory to it. 

  
 24 













 Section 6.06 Limitation on Suits. 

A Securityholder of a Series may not pursue any remedy with respect to this Indenture or the Series unless: 

 

	 	(1)	 the Holder gives to the Trustee written notice of a continuing Event of Default on the Series;



  

	 	(2)	 the Holders of at least a majority in principal amount of the outstanding Securities of the Series make a
written request to the Trustee to pursue the remedy; 


  

	 	(3)	 such Holder or Holders offer to the Trustee indemnity satisfactory to the Trustee against any loss, liability
or expense; 


  

	 	(4)	 the Trustee does not comply with the request within 60 days after receipt of the request and the offer of
indemnity; and 


  

	 	(5)	 no written request inconsistent with such written request shall have been given to the Trustee pursuant to this
Section 6.06. 


 A Securityholder may not use this Indenture to prejudice the rights of another
Holder of Securities of the same Series or to obtain a preference or priority over another Holder of Securities of the same Series. 
 Section 6.07
Rights of Holders to Receive Payment. 
 Notwithstanding any other provision of this Indenture, the right of any Holder to receive
payment of principal of and interest on any Security, on or after the respective due dates expressed in the Security, or to bring suit for the enforcement of any such payment on or after such respective dates, is absolute and unconditional and shall
not be impaired or affected without the consent of the Holder. 
 Section 6.08 Collection Suit by Trustee. 

If an Event of Default in payment of interest or principal specified in Section 6.01(1) or (2) occurs and
is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal and interest remaining unpaid. 

  
 25 













 Section 6.09 Trustee May File Proofs of Claim. 

The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses, disbursements, and advances of the Trustee, its agents and counsel) and the Securityholders allowed in any judicial proceedings relative to the Company or its respective
creditors or Property, and unless prohibited by applicable law or regulation, may vote on behalf of the Holders in any election of a Custodian, and shall be entitled and empowered to collect and receive any moneys or other Property payable or
deliverable on any such claims and to distribute the same and any Custodian in any such judicial proceeding is hereby authorized by each Securityholder to make such payments to the Trustee. Nothing herein shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder or to authorize the Trustee to vote in
respect of the claim of any Securityholder except as aforesaid for the election of the Custodian. 
 Section 6.10 Priorities. 

If the Trustee collects any money pursuant to this Article with respect to Securities of any Series, it shall pay out the money in the
following order: 
 First: to the Trustee for amounts due under Section 7.07; 

Second: to Securityholders of the Series for amounts due and unpaid on the Series for principal and interest, ratably, without
preference or priority of any kind, according to the amounts due and payable on the Series for principal and interest, respectively; and 

Third: to the Company as its interests may appear. 

The Trustee may fix a record date and payment date for any payment to Securityholders pursuant to this Section 6.10.

 Section 6.11 Undertaking for Costs. 

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted
by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in the suit, having the due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to
Section 6.07 or a suit by Holders of more than 10% in principal amount of the Series. 

  
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 ARTICLE SEVEN 

TRUSTEE 
 Section 7.01 Duties of
Trustee. 
 (a) If an Event of Default has occurred and is continuing with respect to Securities of any Series, the Trustee shall,
prior to the receipt of directions from the Holders of a majority in principal amount of the Securities of the Series, exercise its rights and powers and use the same degree of care and skill in their exercise as a prudent man would exercise or use
under the circumstances in the conduct of his own affairs. 
 (b) Except during the continuance of an Event of Default: 

 

	 	(1)	 The Trustee need perform only those duties that are specifically set forth in this Indenture and no others and
no implied covenants or obligations shall be read into this Indenture against the Trustee. 


  

	 	(2)	 In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. The Trustee, however, shall examine the certificates and opinions to determine
whether or not they conform to the requirements of this Indenture but need not confirm or investigate the accuracy of mathematical calculations or other facts or matters stated therein. 



(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful
misconduct, except that: 
  

	 	(1)	 This paragraph does not limit the effect of paragraph (b) of this Section. 



 

	 	(2)	 The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is
proved that the Trustee was negligent in ascertaining the pertinent facts. 


  

	 	(3)	 The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in
accordance with a direction received by it pursuant to Section 6.05 or any other direction of the Holders permitted hereunder. 



(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and
(c) of this Section. 

  
 27 













 (e) The Trustee may refuse to perform any duty or exercise any right or power unless it
receives indemnity satisfactory to it against any loss, liability or expense. 
 (f) The Trustee shall not be liable for interest on any
money received by it except as the Trustee may agree with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 

(g) None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial
liability in the performance of any of its duties or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such liability is not reasonably
assured to it. 
 Section 7.02 Rights of Trustee. 

Subject to Section 7.01: 

(a) The Trustee may rely and shall be protected in acting or refraining from acting on any document, resolution, certificate, instrument,
report, or direction believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document, resolution, certificate, instrument, report, or direction. 

(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both, which
shall conform to Sections 11.04 and 11.05 hereof and containing such other statements as the Trustee reasonably deems necessary to perform its duties hereunder. The Trustee shall not be liable for any action it takes or omits to take in good
faith in reliance on the Officers’ Certificate, Opinion of Counsel or any other direction of the Company permitted hereunder. 
 (c)
The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. 

(d) The Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this Indenture. 
 (e) The Trustee may consult with counsel, and the written
advice of such counsel or any Opinion of Counsel as to matters of law shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or
opinion of such counsel. 

  
 28 













 (f) Unless otherwise specifically provided in the Indenture, any demand, request, direction
or notice from the Company shall be sufficient if signed by an Officer of the Company. 
 (g) For all purposes under this Indenture, the
Trustee shall not be deemed to have notice or knowledge of any Event of Default (other than under Section 6.01(1) or 6.01(2)) unless a Trust Officer assigned to and working in the Trustee’s corporate trust
office has actual knowledge thereof or unless written notice of any Event of Default is received by the Trustee at its address specified in Section 11.02 hereof and such notice references the Securities generally, the
Company or this Indenture. 
 Section 7.03 Individual Rights of Trustee. 

The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or
its Affiliates with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. The Trustee, however, must comply with Sections 7.10 and 7.11. 

Section 7.04 Trustee’s Disclaimer. 

The Trustee makes no representation as to the validity or adequacy of this Indenture, the Securities or of any prospectus used to sell the
Securities of any Series; it shall not be accountable for the Company’s use of the proceeds from the Securities; it shall not be accountable for any money paid to the Company, or upon the Company’s direction, if made under and in
accordance with any provision of this Indenture; it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee; and it shall not be responsible for any statement of the Company in this
Indenture or in the Securities other than its certificate of authentication. 
 Section 7.05 Notice of Defaults. 

If a Default on a Series occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to each Securityholder of the
Series notice of the Default (which shall specify any uncured Default known to it) within 90 days after it occurs. Except in the case of a default in payment of principal of or interest on a Series, the Trustee may withhold the notice if and so long
as the board of directors of the Trustee, the executive or any trust committee of such directors and/or responsible officers of the Trustee in good faith determine(s) that withholding the notice is in the interests of Holders of the Series. 

Section 7.06 Reports by Trustee to Holders. 

Within 60 days after each May 15 beginning with the May 15 following the date of this Base Indenture, the Trustee shall mail to each
Securityholder a brief report dated as of such May 15 that complies with TIA § 313(a) (but if no event described in TIA § 313(a)(1) through (8) has occurred within the twelve months preceding the reporting date no report in relation
thereto need be transmitted). The Trustee also shall comply with TIA § 313(b). 

  
 29 













 A copy of each report at the time of its mailing to Securityholders shall be delivered to
the Company and filed by the Trustee with the SEC and each national securities exchange on which the Securities are listed. The Company agrees to notify the Trustee of each national securities exchange on which the Securities are listed. 

Section 7.07 Compensation and Indemnity. 

The Company shall pay to the Trustee from time to time reasonable compensation for their respective services subject to any written agreement
between the Trustee and the Company. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall
include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify the Trustee, its officers, directors, employees and agents and hold it harmless against any loss, liability or expense incurred or
made by or on behalf of it in connection with the administration of this Indenture or the trust hereunder and its duties hereunder including the costs and expenses of defending itself against or investigating any claim in the premises. The Trustee
shall notify the Company promptly of any claim for which it may seek indemnity. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s, or its officers’,
directors’, employees’ or agents’ negligence or bad faith. 
 Unless otherwise provided in any supplemental indenture or
Authorizing Resolution relating to any Series, to ensure the Company’s payment obligations in this Section, the Trustee shall have a claim prior to the Securities of all Series on all money or Property held or collected by the Trustee, except
that held in trust to pay principal of or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 6.01 or in connection with
Article Six hereof, the expenses (including the reasonable fees and expenses of its counsel) and the compensation for services in connection therewith are to constitute expenses of administration under any Bankruptcy Law. 

Section 7.08 Replacement of Trustee. 

The Trustee may resign with respect to Securities of any or all Series by so notifying the Company. The Holders of a majority in principal
amount of the outstanding Securities (or of the relevant Series) may remove the Trustee by so notifying the removed Trustee in writing and may appoint a successor trustee with the Company’s consent. Such resignation or removal shall not take
effect until the appointment by the Securityholders of the relevant Series or the Company as hereinafter provided of a successor trustee and the acceptance of such appointment by such successor trustee. The Company may remove the Trustee and any
Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee for any or no reason, including if: 

  
 30 














	 	(1)	 the Trustee fails to comply with Section 7.10 after written request by the Company or
any bona fide Securityholder who has been a Securityholder for at least six months; 


  

	 	(2)	 the Trustee is adjudged a bankrupt or an insolvent; 



 

	 	(3)	 a receiver or other public officer takes charge of the Trustee or its Property; or 



 

	 	(4)	 the Trustee becomes incapable of acting. 



If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a
successor trustee with respect to the Securities of the relevant Series. If a successor trustee does not take office within 45 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or any Holder may petition any
court of competent jurisdiction for the appointment of a successor trustee. 
 A successor trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that, the retiring Trustee shall transfer all Property held by it as Trustee to the successor trustee, the resignation or removal of the retiring Trustee shall become
effective, and the successor trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor trustee shall mail notice of its succession to each Securityholder. 

Section 7.09 Successor Trustee by Merger, etc. 

If the Trustee consolidates with, merges with or into or converts into, or transfers all or substantially all of its corporate trust business
to, another corporation, the successor corporation without any further act shall be the successor trustee. 
 Section 7.10 Eligibility;
Disqualification. 
 This Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1). The Trustee
shall have a combined capital and surplus of at least $10,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA § 310(b). 

Section 7.11 Preferential Collection of Claims Against Company. 

The Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or
been removed shall be subject to TIA § 311(a) to the extent indicated therein. 

  
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 ARTICLE EIGHT 

DISCHARGE OF INDENTURE 

Section 8.01 Defeasance upon Deposit of Moneys or Government Obligations. 

(a) The Company may, at its option and at any time, elect to have either paragraph (b) or paragraph (c) below be
applied to the outstanding Securities of any Series upon compliance with the applicable conditions set forth in paragraph (d). 
 (b)
Upon the Company’s exercise under paragraph (a) of the option applicable to this paragraph (b) with respect to any Series, the Company shall be deemed to have been released and discharged from its respective obligations
with respect to the outstanding Securities of the Series on the date the applicable conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of a Series, which shall thereafter be deemed to be “outstanding” only for the purposes of the Sections and matters under this Indenture
referred to in (i) and (ii) below, and the Company shall be deemed to have satisfied all their other obligations under such Securities and this Indenture insofar as such Securities are concerned, except for the following which shall
survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of outstanding Securities of a Series to receive solely from the trust fund described in paragraph (d) below and as more fully set forth in such
paragraph, payments in respect of the principal of and interest on such Securities when such payments are due and (ii) obligations listed in Section 8.02, subject to compliance with this
Section 8.01. The Company may exercise its option under this paragraph (b) with respect to a Series notwithstanding the prior exercise of its option under paragraph (c) below with respect to the
Securities of the Series. 
 (c) Upon the Company’s exercise under paragraph (a) of the option applicable to this
paragraph (c) with respect to a Series, the Company shall be released and discharged from the obligations under any covenant contained in Article Five and any other covenant contained in or referenced in the Authorizing Resolution
or supplemental indenture relating to such Series (to the extent such release and discharge shall not be prohibited thereby), on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”),
and the Securities of such Series shall thereafter be deemed to be not “outstanding” for the purpose of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder. For this purpose, such Covenant Defeasance means that, with respect to the outstanding Securities of a Series, the Company may omit to comply with
and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by 

  
 32 













 reason of any reference in any such covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under Section 6.01(3) or otherwise, but, except as specified above, the remainder of this Indenture and such Securities shall be unaffected thereby.

 (d) The following shall be the conditions to application of either paragraph (b) or paragraph (c) above to the
outstanding Securities of the applicable Series: 
  

	 	(1)	 The Company shall have irrevocably deposited in trust with the Trustee (or another qualifying trustee),
pursuant to an irrevocable trust and security agreement in form and substance reasonably satisfactory to the Trustee, money in the currency in which the Securities of such Series are payable or Government Obligations or a combination thereof in such
amounts and at such times as are sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and interest on the outstanding Securities of such Series to maturity or redemption; provided,
however, that the Trustee (or other qualifying trustee) shall have received an irrevocable written order from the Company instructing the Trustee (or other qualifying trustee) to apply such money or the proceeds of such Government Obligations to
said payments with respect to the Securities of such Series to maturity or redemption; 


  

	 	(2)	 No Default or Event of Default (other than a Default or Event of Default resulting from non-compliance with any covenant from which the Company is released upon effectiveness of such Legal Defeasance or Covenant Defeasance pursuant to paragraph (b) or (c) hereof, as applicable) shall
have occurred and be continuing on the date of such deposit or result therefrom; 


  

	 	(3)	 Such deposit will not result in a breach or violation of, or constitute a default under, any other material
instrument or agreement to which the Company is a party or by which its Property is bound; 


  

	 	(4)	 (i) In the event the Company elects paragraph (b) hereof, the Company shall deliver to the Trustee
an Opinion of Counsel in the United States, in form and substance reasonably satisfactory to the Trustee, to the effect that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or
(B) since the Issue Date pertaining to such Series, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall state that, or (ii) in the event the
Company elects paragraph 



  
 33 













 (c) hereof, the Company shall deliver to the Trustee an Opinion of Counsel in the United
States, in form and substance reasonably satisfactory to the Trustee, to the effect that, in the case of clauses (i) and (ii), and subject to customary assumptions and exclusions, Holders of the Securities of such Series
will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and the defeasance contemplated hereby and will be subject to federal income tax in the same amounts and in the same manner and at the same times as
would have been the case if such deposit and defeasance had not occurred; 
  

	 	(5)	 The Company shall have delivered to the Trustee an Officers’ Certificate, stating that the deposit under
clause (1) was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other
creditors of the Company or others; and 


  

	 	(6)	 The Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that all conditions precedent specified herein relating to the defeasance contemplated by this Section 8.01 have been complied with. 



In the event all or any portion of the Securities of a Series are to be redeemed through such irrevocable trust, the Company must make
arrangements satisfactory to the Trustee, at the time of such deposit, for the giving of the notice of such redemption or redemptions by the Trustee in the name and at the expense of the Company. 

(e) In addition to the Company’s rights above under this Section 8.01, the Company may terminate all of its
obligations under this Indenture with respect to a Series, when: 
  

	 	(1)	 All Securities of such Series theretofore authenticated and delivered (other than Securities which have been
destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.07 and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation or all such Securities not theretofore delivered to the Trustee for cancellation (A) have become due and payable, (B) will
become due and payable at maturity within one year or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at




  
 34 













 the expense, of the Company, and in each such case, the Company has irrevocably deposited
or caused to be deposited with the Trustee (or another qualifying trustee) as trust funds in trust solely for that purpose an amount of money in the currency in which the Securities of such Series are payable or Government Obligations or a
combination thereof sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay and discharge the entire Indebtedness on the Securities of such Series not theretofore delivered to the Trustee for
cancellation, for principal of and interest on the Securities of such Series, on the date of such deposit or to the maturity or redemption date, as the case may be; 
  

	 	(2)	 The Company has paid or caused to be paid all other sums payable hereunder by the Company;



  

	 	(3)	 The Company has delivered irrevocable instructions to the Trustee (or such other qualifying trustee), to apply
the deposited money toward the payment of the Securities of such Series at maturity or redemption, as the case may be; and 


  

	 	(4)	 The Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, stating that
all conditions precedent specified in this Section 8.01(e) relating to the satisfaction and discharge of this Indenture have been complied with. 



Section 8.02 Survival of the Company’s Obligations. 

Notwithstanding the satisfaction and discharge of this Indenture under Section 8.01, the Company’s obligations
in Paragraph 8 of the Securities and Sections 2.03 through 2.07, 4.01, 7.07, 7.08, 8.04 and 8.05, however, shall survive until the Securities of an applicable Series are no longer outstanding. Thereafter, the
Company’s obligations in Paragraph 8 of the Securities of such Series and Sections 7.07, 8.04 and 8.05 shall survive (as they relate to such Series). 

Section 8.03 Application of Trust Money. 

The Trustee shall hold in trust money or Government Obligations deposited with it pursuant to Section 8.01. It shall
apply the deposited money and the money from Government Obligations in accordance with this Indenture to the payment of principal of and interest on the Securities of the defeased Series. 

  
 35 













 Section 8.04 Repayment to the Company. 

The Trustee and the Paying Agent shall promptly pay to the Company upon request any excess money or securities held by them at any time. The
Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal or interest that remains unclaimed for two years, provided, however, that the Trustee or such Paying Agent, before being required
to make any such repayment, may at the expense of the Company cause to be published once in a newspaper of general circulation in the City of New York or mail to each such Holder notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such publication or mailing, any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Securityholders entitled to the
money must look to the Company for payment as general creditors unless applicable abandoned property law designates another person and all liability of the Trustee or such Paying Agent with respect to such money shall cease. 

Section 8.05 Reinstatement. 

If the Trustee is unable to apply any money or Government Obligations in accordance with Section 8.01 by reason of
any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and the Securities relating to
the Series shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.01 until such time as the Trustee is permitted to apply all such money or Government Obligations in accordance with
Section 8.01; provided, however, that (a) if the Company has made any payment of interest on or principal of any Securities of the Series because of the reinstatement of its obligations hereunder, the Company shall be
subrogated to the rights of the Holders of such Securities to receive such payment from the money or Government Obligations held by the Trustee and (b) unless otherwise required by any legal proceeding or any order or judgment of any court or
governmental authority, the Trustee shall return all such money or Government Obligations to the Company promptly after receiving a written request therefor at any time, if such reinstatement of the Company’s obligations has occurred and
continues to be in effect. 
 ARTICLE NINE 

AMENDMENTS, SUPPLEMENTS AND WAIVERS 

Section 9.01 Without Consent of Holders. 

The Company and the Trustee may amend or supplement this Indenture or the Securities of a Series without notice to or consent of any
Securityholder of such Series: 
  

	(1)	 to cure any ambiguity, omission, defect or inconsistency; 



 

	(2)	 to comply with Article Five; 



 

	(3)	 to provide that specific provisions of this Indenture shall not apply to a Series not previously issued or to
make a change to specific provisions of this Indenture that only applies to any Series not previously issued or to additional Securities of a Series not previously issued; 



  
 36 














	(4)	 to create a Series and establish its terms; 



 

	(5)	 to provide for uncertificated Securities in addition to or in place of certificated Securities;



  

	(6)	 to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under
the TIA; and 


  

	(7)	 to make any other change that does not adversely affect the rights of Securityholders. 



After an amendment under this Section 9.01 becomes effective, the Company shall mail notice of such amendment to the
Securityholders. 
 Section 9.02 With Consent of Holders. 

The Company and the Trustee may amend or supplement this Indenture or the Securities of a Series without notice to any Securityholder of such
Series but with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities of each Series affected by the amendment (including consents obtained in connection with a purchase of, or tender offer or
exchange offer for, Securities of such Series). Each such Series shall vote as a separate class. The Holders of a majority in principal amount of the outstanding Securities of any Series may waive compliance by the Company with any provision of the
Securities of such Series or of this Indenture relating to such Series without notice to any Securityholder (including any waiver granted in connection with a purchase of, or tender offer or exchange offer for, Securities of such Series). Without
the consent of each Holder of a Security affected thereby, however, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not: 

 

	(1)	 reduce the amount of Securities of the relevant Series whose Holders must consent to an amendment, supplement
or waiver; 


  

	(2)	 reduce the rate of or change the time for payment of interest, including defaulted interest, on any Security;



  

	(3)	 reduce the principal of or change the fixed maturity of any Security or alter the provisions (including related
definitions) with respect to redemption of any Security pursuant to Article Three hereof or with respect to any obligations on the part of the Company to offer to purchase or to redeem Securities of a Series pursuant to the Authorizing
Resolution or supplemental indenture pertaining to such Series; 


  

	(4)	 make any change that adversely affects any right of a Holder to convert or exchange any Security into or for
shares of the Company’s common stock or other securities, cash or other property in accordance with the terms of such Security; 


  

	(5)	 modify the ranking or priority of the Securities of the relevant Series; 



 

	(6)	 make any change in Sections 6.04, 6.07 or this Section 9.02;



  

	(7)	 waive a continuing Default or Event of Default in the payment of the principal of or interest on any Security;
or 



  
 37 














	(8)	 make any Security payable at a place or in money other than that stated in the Security, or impair the right of
any Securityholder to bring suit as permitted by Section 6.07. 


 An amendment of a provision
included solely for the benefit of one or more Series does not affect the interests of Securityholders of any other Series. 
 It shall not
be necessary for the consent of the Holders under this Section to approve the particular form of any proposed supplement, but it shall be sufficient if such consent approves the substance thereof. 

Section 9.03 Compliance with Trust Indenture Act. 

Every amendment to or supplement of this Indenture or any Securities shall comply with the TIA as then in effect. 

Section 9.04 Revocation and Effect of Consents. 

A consent to an amendment, supplement or waiver by a Holder shall bind the Holder and every subsequent Holder of a Security or portion of a
Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent is not made on any Security. Unless otherwise provided in the consent or the consent solicitation statement or other document describing
the terms of the consent, any Holder or subsequent Holder may revoke the consent as to its Security or portion of a Security. Any revocation of a consent by the Holder of a Security or any such subsequent Holder shall be effective only if the
Trustee receives the notice of revocation before the date on which the Trustee receives an Officers’ Certificate from the Company certifying that the requisite number of consents have been received. 

The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders of Securities of any Series
entitled to consent to any amendment, supplement or waiver, which record date shall be at least 10 days prior to the first solicitation of such consent. If a record date is fixed, and if Holders otherwise have a right to revoke their consent under
the consent or the consent solicitation statement or other document describing the terms of the consent, then notwithstanding the second to last sentence of the immediately preceding paragraph, those Persons who were Holders at such record date (or
their duly designated proxies), and only those Persons, shall be entitled to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 90
days after such record date. 

  
 38 













 An amendment, supplement or waiver with respect to a Series becomes effective upon the
(i) receipt by the Company or the Trustee of the requisite consents, (ii) satisfaction of any conditions to effectiveness as set forth in this Indenture or any indenture supplemental hereto containing such amendment, supplement or waiver
and (iii) execution of such amendment, supplement or waiver (or the related supplemental indenture) by the Company and the Trustee. After an amendment, supplement or waiver with respect to a Series becomes effective, it shall bind every Holder
of such Series, unless it makes a change described in any of clauses (1) through (8) of Section 9.02, in which case, the amendment, supplement or waiver shall bind a Holder of a Security who is
affected thereby only if it has consented to such amendment, supplement or waiver and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security; provided that no such waiver
shall impair or affect the right of any Holder to receive payment of principal of and interest on a Security, on or after the respective due dates expressed in such Security, or to bring suit for the enforcement of any such payment on or after such
respective dates without the consent of such Holder. 
 Section 9.05 Notation on or Exchange of Securities. 

If an amendment, supplement or waiver changes the terms of a Security, the Company may require the Holder of the Security to deliver it to the
Trustee, at which time the Trustee shall place an appropriate notation on the Security about the changed terms and return it to the Holder. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Security shall
issue and the Trustee shall authenticate a new Security that reflects the changed terms. 
 Section 9.06 Trustee to Sign Amendments, etc.

 Subject to Section 7.02(b), the Trustee shall sign any amendment, supplement or waiver authorized pursuant
to this Article if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing or refusing to sign such amendment or
supplemental indenture, the Trustee shall be entitled to receive and shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that such amendment, supplement or waiver is authorized or
permitted by this Indenture, that it is not inconsistent herewith, and that it will be valid and binding upon the Company in accordance with its terms. 

ARTICLE TEN 
 SECURITIES
IN FOREIGN CURRENCIES 
 Section 10.01 Applicability of Article. 

Whenever this Indenture provides for (i) any action by, or the determination of any of the rights of, Holders of Securities of any Series
in which not all of such Securities are denominated in the same currency, or (ii) any distribution to Holders of Securities, in the absence of any provision to the contrary pursuant to this Indenture or the Securities of any particular Series,
any amount in respect of any Security denominated in a Foreign Currency shall be treated for any such action or distribution as that amount of Dollars that could be obtained for such amount on such reasonable basis of exchange and as of the record
date with respect to Securities of such Series (if any) for such action, determination of rights or distribution (or, if there shall be no applicable record date, such other date reasonably proximate to the date of such action, determination of
rights or distribution) as the Company may specify in a written notice to the Trustee or, in the absence of such written notice, as the Trustee may determine. 

  
 39 













 ARTICLE ELEVEN 

MISCELLANEOUS 
 Section 11.01
Trust Indenture Act Controls. 
 If any provision of this Indenture limits, qualifies or conflicts with another provision which
is required to be included in this Indenture by the TIA, the required provision shall control. 
 Section 11.02 Notices. 

Any order, consent, notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first class mail,
postage prepaid, addressed as follows: 
 if to the Company: 

Ducommun Incorporated 
 200
Sandpointe Avenue, Suite 700 
 Santa Ana, California 92707-5759 

Attention: Chief Financial Officer 

if to the Trustee: 

[                     ] 

[                     ] 

[                     ] 

[                     ] 

Attention: [ ] 
 The Company or
the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications. 

  
 40 













 Any notice or communication mailed to a Securityholder shall be mailed to him by first class
mail at his address as it appears on the registration books of the Registrar and shall be sufficiently given to him if so mailed within the time prescribed. 

Failure to mail a notice or communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it except that notice to the Trustee shall only be effective upon receipt thereof by the Trustee. 

If the Company mails notice or communications to the Securityholders, it shall mail a copy to the Trustee at the same time. 

Section 11.03 Communications by Holders with Other Holders. 

Securityholders may communicate pursuant to TIA § 312(b) with other Securityholders with respect to their rights under this Indenture or
the Securities. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c). 
 Section 11.04
Certificate and Opinion as to Conditions Precedent. 
 Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee: 
  

	 	(1)	 an Officers’ Certificate (which shall include the statements set forth in
Section 11.05) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and 



 

	 	(2)	 an Opinion of Counsel (which shall include the statements set forth in Section 11.05)
stating that, in the opinion of such counsel, all such conditions precedent, if any, provided for in this Indenture relating to the proposed action or inaction, have been complied with. 



Section 11.05 Statements Required in Certificate or Opinion. 

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: 

 

	 	(1)	 a statement that the person making such certificate or opinion has read such covenant or condition;



  

	 	(2)	 a brief statement as to the nature and scope of the examination or investigation upon which the statements or
opinions contained in such certificate or opinion are based; 



  
 41 














	 	(3)	 a statement that, in the opinion of such person, he has made such examination or investigation as is necessary
to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and 


  

	 	(4)	 a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied
with. 


 Section 11.06 Rules by Trustee and Agents. 

The Trustee may make reasonable rules for action by or a meeting of Securityholders. The Registrar or Paying Agent may make reasonable rules
for its functions. 
 Section 11.07 Legal Holidays. 

A “Legal Holiday” is a Saturday, a Sunday, a legal holiday or a day on which banking institutions in Santa Ana, California and
New York, New York are not required to be open. If a payment date is a Legal Holiday, payment may be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If this Indenture provides for
a time period that ends or requires performance of any non-payment obligation by a day that is not a Business Day, then such time period shall instead be deemed to end on, and such obligation shall instead be
performed by, the next succeeding Business Day. A “Business Day” is any day other than a Legal Holiday. 
 Section 11.08
Governing Law. 
 The laws of the State of New York shall govern this Indenture and the Securities of each Series. 

Section 11.09 No Adverse Interpretation of Other Agreements. 

This Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or a Subsidiary. Any such indenture, loan
or debt agreement may not be used to interpret this Indenture. 
 Section 11.10 No Recourse Against Others. 

All liability described in Paragraph 12 of the Securities of any director, officer, employee or stockholder, as such, of the Company is
waived and released. 
 Section 11.11 Successors and Assigns. 

All covenants and agreements of the Company in this Indenture and the Securities shall bind their respective successors and assigns. All
agreements of the Trustee in this Indenture shall bind its successors and assigns. 

  
 42 













 Section 11.12 Duplicate Originals. 

The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement. 
 Section 11.13 Severability. 

In case any one or more of the provisions contained in this Indenture or in the Securities of a Series shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Indenture or of such Securities. 

  
 43 













 SIGNATURES 

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

 

			
	DUCOMMUN INCORPORATED
		
	By:	 	      

	Name:
	Title:
	
	[                                 ], as
Trustee
		
	By:	 	      

	Name:
	Title:



  
 44 













 EXHIBIT A 
  

					
	No.:	 	  
	  	CUSIP/ISIN
	No.:	 	  
	  	

 [Title of Security] 

DUCOMMUN INCORPORATED 
 a
Delaware corporation 
 promises to pay to                
                                 
                
                                         
                                or registered assigns 

the principal sum of                 
                                 
                                         
                [Dollars]*                 on 

                          
                                       

Interest Payment Dates:                 
                                 
                                         
                                         
   and 
 Record Dates:
                                         
                                         
                                   
                                  and 

                          
                                         
                                         
                 
  

							
	Authenticated:	 		 	                        Dated:
		 		 	DUCOMMUN INCORPORATED
				
		 		 	By:	 	      

		 		 	Name:
		 		 	Title:


[                
                ], as Trustee, certifies that this is one of the Securities referenced in the within mentioned Indenture. 

 

			
	By:	 	  

		 	Authorized Signatory

  

	*	 Or other currency. Insert corresponding provisions on the reverse side of Security in respect of foreign
currency denomination or interest payment requirement. 



  
 Exhibit A-1 













 DUCOMMUN INCORPORATED 

[Title of Security] 
 DUCOMMUN
INCORPORATED, a Delaware corporation (together with its successors and assigns, the “Company”), issued this Security under an Indenture dated as of             , (as
amended, modified or supplemented from time to time in accordance therewith, the “Base Indenture”), as supplemented by the Supplemental Indenture dated as of            
(the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”), by and among the Company and [                 ],
as trustee (in such capacity, the “ Trustee”), to which reference is hereby made for a statement of the respective rights, obligations, duties and immunities thereunder of the Company, the Trustee and the Holders and of the terms
upon which the Securities are, and are to be, authorized and delivered. All terms used in this Security that are defined in the Indenture shall have the meanings assigned to them therein. 

 

	1.	 Interest. 



The Company promises to pay interest on the principal amount of this Security at the rate per annum shown above. The Company will pay interest
semiannually on             and                 of each year,
commencing,                 , until the principal is paid or made available for payment. Interest on the Securities will accrue from the most recent date to which
interest has been paid or duly provided for or, if no interest has been paid, from                
,             , provided that, if there is no existing default in the payment of interest, and if this Security is authenticated between a record date referred to on the face hereof
and the next succeeding interest payment date, interest shall accrue from such interest payment date. Interest will be computed on the basis of a 360-day year of twelve
30-day months. 
  

	2.	 Method of Payment. 



The Company will pay interest on the Securities (except defaulted interest, if any, which will be paid on such special payment date to Holders
of record on such special record date as may be fixed by the Company) to the persons who are registered Holders of Securities at the close of business on the [Insert record dates] immediately preceding the interest payment date. Holders must
surrender Securities to a Paying Agent to collect principal payments. The Company will pay principal and interest in money of [Insert applicable country or currency] that at the time of payment is legal tender for payment of public and
private debts. 

  
 Exhibit A-2 














	3.	 Paying Agent and Registrar. 



Initially, the Trustee will act as Paying Agent and Registrar. The Company may change or appoint any Paying Agent, Registrar or co-Registrar without notice. The Company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent, Registrar or co-Registrar. 

 

	4.	 Optional Redemption.1 



The Company may redeem the Securities at any time on or after
                , in whole or in part, at the following redemption prices (expressed as a percentage of their principal amount) together with interest accrued and unpaid
to the date fixed for redemption: 
 If redeemed during the twelve-month period commencing on
                 and ending on                  in each of the following years Percentage

 [Insert provisions relating to redemption at option of Holders, if any] 

Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder of Securities to be
redeemed at its registered address. Securities in denominations larger than                 2 may be redeemed in
part. On and after the redemption date interest ceases to accrue on Securities or portions of them called for redemption, provided that if the Company shall default in the payment of such Securities at the redemption price together with
accrued interest, interest shall continue to accrue at the rate borne by the Securities. 
  

	5.	 Mandatory Redemption.3



 The Company shall redeem [    ]% of the aggregate principal amount of Securities originally
issued under the Indenture on each of [                ], which redemptions are calculated to retire [    ]% of the Securities originally issued
prior to maturity. Such redemptions shall be made at a redemption price equal to 100% of the principal amount thereof, together with accrued interest to the redemption date. The Company may reduce the principal amount of Securities to be redeemed
pursuant to this Paragraph 5 by the principal amount of any Securities previously redeemed, retired or acquired, otherwise than pursuant to this Paragraph 5 that the Company has delivered to the Trustee for cancellation and not
previously credited to the Company’s obligations under this Paragraph 5. Each such Security shall be received and credited for such purpose by the Trustee at the redemption price and the amount of such mandatory redemption payment shall
be reduced accordingly. 
  

	1 	 If applicable. 



	2 	 Insert applicable denominations and multiples. 



	3 	 If applicable. 



  
 Exhibit A-3 














	6.	 Denominations, Transfer, Exchange. 



The Securities are in registered form only without coupons in denominations of
                4 and integral multiples
of                 in excess thereof.5 A Holder may transfer or exchange Securities by presentation of such
Securities to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Securities of other denominations. The Registrar may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not transfer or exchange any Security selected for redemption or purchase,
except the unredeemed or unpurchased part thereof if the Security is redeemed or purchased in part, or transfer or exchange any Securities for a period of 15 days before a selection of Securities to be redeemed or purchased. 

 

	7.	 Persons Deemed Owners. 



The registered Holder of this Security shall be treated as the owner of it for all purposes. 

 

	8.	 Unclaimed Money. 



Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Company upon written request any money held
by them for the payment of principal or interest that remains unclaimed for two years, and thereafter, Holders entitled to the money must look to the Company for payment as general creditors. 

 

	9.	 Amendment, Supplement, Waiver. 



Subject to certain exceptions, the Indenture or the Securities may be amended or supplemented with the consent of the Holders of at least a
majority in principal amount of the outstanding Securities of each Series affected by the amendment and any past default or compliance with any provision relating to any Series of the Securities may be waived in a particular instance with the
consent of the Holders of a majority in principal amount of the outstanding Securities of such Series.6 Without the consent of any Securityholder, the Company and the Trustee may amend or
supplement the Indenture or the Securities in certain respects as specified in the Indenture. 
  

	4 	 Insert applicable denominations and multiples. 



	5 	 Insert applicable denominations and multiples. 



	6 	 If different terms apply, insert a brief summary thereof. 



  
 Exhibit A-4 














	10.	 Successor Corporation. 



When a successor corporation assumes all the obligations of its predecessor under the Securities and the Indenture, the predecessor
corporation will be released from those obligations. 
  

	11.	 Trustee Dealings With Company. 



Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may make loans to,
accept deposits from, and perform services for the Company or its affiliates, and may otherwise deal with the Company or its affiliates, as if it were not Trustee, including owning or pledging the Securities. 

 

	12.	 No Recourse Against Others. 



A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the
Securities or the Indenture or for any claim based on, in respect of or by reason of, such obligations or their creation. Each Holder by accepting a Security waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities. The waiver may not be effective to waive liabilities under the federal securities laws. 
  

	13.	 Discharge of Indenture. 



The Indenture contains certain provisions pertaining to defeasance and discharge, which provisions shall for all purposes have the same effect
as if set forth herein. 
  

	14.	 Authentication. 



This Security shall not be valid until an authorized signatory of the Trustee signs the certificate of authentication on the other side of this
Security. 
  

	15.	 Abbreviations. 



Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gift to Minors Act). 

  
 Exhibit A-5 














	16.	 GOVERNING LAW. 



THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

 

	17.	 CUSIP and ISIN Numbers. 



Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP and ISIN
numbers to be printed on the Securities and has directed the Trustee to use CUSIP and ISIN numbers in notices of repurchase as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Securities
or as contained in any notice of repurchase and reliance may be placed only on the other identification numbers placed thereon. 
  

	18.	 Copies. 



The Company will furnish to any Holder upon written request and without charge a copy of the Indenture and the applicable Authorizing
Resolution or supplemental indenture. Requests may be made to: Ducommun Incorporated, 200 Sandpointe Avenue, Suite 700, Santa Ana, California, 92707; Attention: Chief Financial Officer. 

  
 Exhibit A-6 













 ASSIGNMENT FORM 

If you the Holder want to assign this Security, fill in the form below: 

I or we assign and transfer this Security to: 
  

	
	  

(Insert assignee’s social security number or tax ID number)

 

	  

	
	  

	
	  

	
	  

(Print or type assignee’s name, address, and zip code)


 And irrevocably appoint 
 Agent
to transfer this Security on the books of the Company. The agent may substitute another to act for him. 
 Date:
                
                 
  

	
	
Your signature:               
                                         
                                         
                                         
                                         
                                         
       

	
                   
     (Sign exactly as your name appears on the other side of this Security)

	
	
Signature Guarantee: