Ducommun Inc /De/ Sample Contracts

1 2 RIGHTS AGREEMENT
Rights Agreement • February 25th, 1999 • Ducommun Inc /De/ • Aircraft parts & auxiliary equipment, nec • Illinois
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RECITALS
Loan Agreement • February 25th, 2000 • Ducommun Inc /De/ • Aircraft parts & auxiliary equipment, nec
SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • February 24th, 1997 • Ducommun Inc /De/ • Aircraft parts & auxiliary equipment, nec • California
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 26, 2009 among DUCOMMUN INCORPORATED, a Delaware corporation, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, WELLS FARGO BANK, NATIONAL...
Credit Agreement • June 30th, 2009 • Ducommun Inc /De/ • Aircraft parts & auxiliary equipment, nec • California

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of June 26, 2009, among DUCOMMUN INCORPORATED, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and amends and restates the Existing Credit Agreement referred to herein in its entirety. The parties hereto covenant and agree as follows:

FIFTH AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • July 23rd, 1997 • Ducommun Inc /De/ • Aircraft parts & auxiliary equipment, nec • California
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Credit Agreement • October 25th, 2000 • Ducommun Inc /De/ • Aircraft parts & auxiliary equipment, nec • California
DUCOMMUN INCORPORATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 1st, 2011 • Ducommun Inc /De/ • Aircraft parts & auxiliary equipment, nec • New York

Ducommun Incorporated, a Delaware corporation (the “Issuer”), proposes to issue and sell to Credit Suisse Securities (USA) LLC and UBS Securities LLC (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement of even date herewith (the “Purchase Agreement”), U.S.$200,000,000 aggregate principal amount of its 9.750% Senior Notes due 2018 (the “Initial Securities”) to be unconditionally guaranteed (the “Guaranties”) by those guarantors listed in Schedule A hereto, (the “Guarantors” and together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of June 28, 2011, (the “Indenture”) among the Company and Wilmington Trust FSB (the “Trustee”). As an inducement to the Initial Purchasers, the Company agrees with the Initial Purchasers, for the benefit of the holders of the Initial Securities (including, without limitation, the Initial Purchasers), the Exchange Securities (as defined below) and the Private Exc

RECITALS
Loan Agreement • February 25th, 2000 • Ducommun Inc /De/ • Aircraft parts & auxiliary equipment, nec
AGREEMENT AND PLAN OF MERGER dated as of April 3, 2011 among DUCOMMUN INCORPORATED, DLBMS, INC. and LABARGE, INC.
Agreement and Plan of Merger • April 5th, 2011 • Ducommun Inc /De/ • Aircraft parts & auxiliary equipment, nec • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of April 3, 2011 among Ducommun Incorporated, a corporation organized and existing under the laws of Delaware (“Parent”), DLBMS, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Subsidiary”) and LaBarge, Inc., a Delaware corporation (the “Company”).

CREDIT AGREEMENT dated as of June 28, 2011, among DUCOMMUN INCORPORATED, as Borrower, THE GUARANTORS PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO and UBS SECURITIES LLC and CREDIT SUISSE SECURITIES (USA) LLC, as Joint Lead Arrangers and Joint...
Credit Agreement • July 1st, 2011 • Ducommun Inc /De/ • Aircraft parts & auxiliary equipment, nec • New York

This CREDIT AGREEMENT (this “Agreement”) dated as of June 28, 2011, among DUCOMMUN INCORPORATED, a Delaware corporation (“Borrower”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, UBS SECURITIES LLC and CREDIT SUISSE SECURITIES (USA) LLC, as joint lead arrangers (in such capacity, “Arrangers”), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”), UBS AG, STAMFORD BRANCH, as an Issuing Bank, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, WELLS FARGO BANK, NATIONAL ASSOCIATION, as documentation agent (in such capacity, “Documentation Agent”), CREDIT SUISSE SECURITIES (USA) LLC, as syndication agent (in such capacity, “Syndication Agent”) and BANK OF AMERICA, N.A. as an Issuing Bank in respect of the Existing

CREDIT AGREEMENT Dated as of June 26, 2015 among DUCOMMUN INCORPORATED, as Borrower, THE SUBSIDIARIES OF THE BORROWER PARTY HERETO, as Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and an L/C Issuer, WELLS FARGO BANK,...
Credit Agreement • June 29th, 2015 • Ducommun Inc /De/ • Aircraft parts & auxiliary equipment, nec • New York

This CREDIT AGREEMENT is entered into as of June 26, 2015, among DUCOMMUN INCORPORATED, a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and an L/C Issuer (each such term, defined herein).

RECITALS
Loan Agreement • March 4th, 1999 • Ducommun Inc /De/ • Aircraft parts & auxiliary equipment, nec
DUCOMMUN INCORPORATED RESTRICTED STOCK UNIT AGREEMENT
Ducommun Incorporated • July 30th, 2020 • Ducommun Inc /De/ • Aircraft parts & auxiliary equipment, nec • California

This restricted stock unit agreement is made as of __________ (the “Effective Date”), between Ducommun Incorporated, a Delaware corporation (the “Corporation”), and _______ (“Award Holder”).

DUCOMMUN INCORPORATED PERFORMANCE STOCK UNIT AGREEMENT
Performance Stock Unit Agreement • May 4th, 2023 • Ducommun Inc /De/ • Aircraft parts & auxiliary equipment, nec • California

This performance stock unit agreement is made as of ________, 2022 (the “Effective Date”), between Ducommun Incorporated, a Delaware corporation (the “Corporation”), and __________ (“Award Holder”).

DUCOMMUN INCORPORATED PURCHASE AGREEMENT
Purchase Agreement • June 24th, 2011 • Ducommun Inc /De/ • Aircraft parts & auxiliary equipment, nec • New York
DUCOMMUN INCORPORATED PERFORMANCE STOCK UNIT AGREEMENT
Performance Stock Unit Agreement • February 22nd, 2011 • Ducommun Inc /De/ • Aircraft parts & auxiliary equipment, nec • California

This performance stock unit agreement is made as of January 1, ____ (the “Effective Date”), between Ducommun Incorporated, a Delaware corporation (the “Corporation”), and _______________ (“Award Holder”).

DUCOMMUN INCORPORATED PERFORMANCE STOCK UNIT AGREEMENT
Performance Stock Unit Agreement • May 9th, 2016 • Ducommun Inc /De/ • Aircraft parts & auxiliary equipment, nec • California

This performance stock unit agreement is made as of January 1, 2016 (the “Effective Date”), between Ducommun Incorporated, a Delaware corporation (the “Corporation”), and _________________ (“Award Holder”).

KEY EXECUTIVE SEVERANCE AGREEMENT
Key Executive Severance Agreement • January 27th, 2017 • Ducommun Inc /De/ • Aircraft parts & auxiliary equipment, nec • California

This Key Executive Severance Agreement (the “Agreement”) is dated as of [date], and is made by and between Ducommun Incorporated, a Delaware corporation (the “Company”), and [name] who is presently [position] of the Company (the “Executive”).

DUCOMMUN INCORPORATED STOCK OPTION AGREEMENT
Stock Option Agreement • March 4th, 2004 • Ducommun Inc /De/ • Aircraft parts & auxiliary equipment, nec • California

This stock option agreement (“Option”) is made as of [Date] (the “Effective Date”), between DUCOMMUN INCORPORATED, a Delaware corporation (the “Corporation”), and [Name] (“Option Holder”).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 3rd, 2017 • Ducommun Inc /De/ • Aircraft parts & auxiliary equipment, nec • New York

THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of July 14, 2017 (this “Agreement”) is entered into among Ducommun Incorporated, a Delaware corporation (the “Borrower”), the Guarantors, the Lenders party hereto, and Bank of America, N.A., as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

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Contract
Voting Agreement • April 5th, 2011 • Ducommun Inc /De/ • Aircraft parts & auxiliary equipment, nec • Delaware

VOTING AGREEMENT dated as of April 3, 2011 (this “Agreement”), by and among Ducommun Incorporated, a Delaware corporation (“Parent”), and the individuals and other parties listed on Schedule A attached hereto (each, a “Stockholder” and, collectively, the “Stockholders”).

DUCOMMUN INCORPORATED Common Stock, par value $.01 per share Underwriting Agreement
Ducommun Incorporated • May 18th, 2023 • Ducommun Inc /De/ • Aircraft parts & auxiliary equipment, nec

Ducommun Incorporated, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 2,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 300,000 additional shares (the “Optional Shares”) of common stock, par value $.01 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • March 28th, 2013 • Ducommun Inc /De/ • Aircraft parts & auxiliary equipment, nec • New York

AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of March 28, 2013 (this “Amendment”), among DUCOMMUN INCORPORATED, a Delaware corporation (the “Borrower”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in the Credit Agreement defined below), the Additional B-1 Lender (as defined below), each Lender that has become a party hereto by executing and delivering a Consent as referred to below, UBS AG, STAMFORD BRANCH, as Administrative Agent and Collateral Agent (in such capacities, the “Administrative Agent”), Swingline Lender and Issuing Bank.

DUCOMMUN INCORPORATED PERFORMANCE STOCK UNIT AGREEMENT
Performance Stock Unit Agreement • March 29th, 2012 • Ducommun Inc /De/ • Aircraft parts & auxiliary equipment, nec • California

This performance stock unit agreement is made as of January 1, 2012 (the “Effective Date”), between Ducommun Incorporated, a Delaware corporation (the “Corporation”), and (“Award Holder”).

KEY EXECUTIVE SEVERANCE AGREEMENT
Key Executive Severance Agreement • January 3rd, 2008 • Ducommun Inc /De/ • Aircraft parts & auxiliary equipment, nec • California

This Key Executive Severance Agreement (the “Agreement”) is dated as of [date], and is made by and between Ducommun Incorporated, a Delaware corporation (the “Company”), and [name], who is presently [position] of the Company (the “Executive”).

AGREEMENT AND PLAN OF MERGER by and among NOBLES PARENT INC., DUCOMMUN LABARGE TECHNOLOGIES, INC., DLT ACQUISITION, INC. and LEVINE LEICHTMAN CAPITAL PARTNERS PRIVATE CAPITAL SOLUTIONS, L.P., solely in its capacity as the Stockholder Representative...
Agreement and Plan of Merger • October 9th, 2019 • Ducommun Inc /De/ • Aircraft parts & auxiliary equipment, nec • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 8, 2019, is made by and among Nobles Parent Inc., a Delaware corporation (the “Company”), Ducommun LaBarge Technologies, Inc., an Arizona corporation (the “Purchaser”), DLT Acquisition, Inc., a Delaware corporation (“Merger Sub”), and Levine Leichtman Capital Partners Private Capital Solutions, L.P., a Delaware limited partnership, solely in its capacity as the representative of the Stockholders as set forth in this Agreement (the “Stockholder Representative”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article 12.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 2nd, 2021 • Ducommun Inc /De/ • Aircraft parts & auxiliary equipment, nec • New York

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 20, 2020 (this “Agreement”) is entered into among Ducommun Incorporated, a Delaware corporation (the “Borrower”), the Guarantors, the Lenders party hereto, and Bank of America, N.A., as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

STOCK PURCHASE AGREEMENT by and among DUCOMMUN LABARGE TECHNOLOGIES, INC., as the Seller, DUCOMMUN INCORPORATED, as the Parent, LABARGE ELECTRONICS, INC., as the Company, and INTERVALA, LLC, as the Buyer Dated as of January 22, 2016
Stock Purchase Agreement • January 25th, 2016 • Ducommun Inc /De/ • Aircraft parts & auxiliary equipment, nec • Delaware

STOCK PURCHASE AGREEMENT, dated as of January 22, 2016 (this “Agreement”), by and among Ducommun LaBarge Technologies, Inc., a Delaware corporation (the “Seller”), Ducommun Incorporated, a Delaware corporation (the “Parent”), LaBarge Electronics, Inc., a Missouri corporation (the “Company”), and Intervala, LLC, a Delaware limited liability company (the “Buyer”).

23301 Wilmington Avenue Carson, CA 90745-6209 310.513.7200 www.ducommun.com
Letter Agreement • January 17th, 2017 • Ducommun Inc /De/ • Aircraft parts & auxiliary equipment, nec

This letter agreement (the “Agreement”) sets forth the terms of the agreement between Ducommun Incorporated (the “Company”) and James S. Heiser (“you” or “Employee”) to provide transition support services following your retirement, which is expected to take place in April 2017.

TRANSITION SERVICES AND SEPARATION AGREEMENT
Transition Services and Separation Agreement • June 2nd, 2023 • Ducommun Inc /De/ • Aircraft parts & auxiliary equipment, nec • California

This TRANSITION SERVICES AND SEPARATION AGREEMENT (this “Agreement”) is entered into on this 31st day of May, 2023 by and between Ducommun Incorporated (the “Company”) and Christopher D. Wampler (“Executive”). Executive and the Company are each referred to herein as a “Party” and collectively as the “Parties.”

Joinder Agreement
Joinder Agreement • May 3rd, 2022 • Ducommun Inc /De/ • Aircraft parts & auxiliary equipment, nec • New York

THIS JOINDER AGREEMENT (this “Agreement”), dated as of April 15, 2022, is by and among Magnetic Seal LLC, a Delaware limited liability company (the “Subsidiary Guarantor”), Ducommun Incorporated, a Delaware corporation (the “Borrower”), and Bank of America, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”) under that certain Amended and Restated Credit Agreement, dated as of November 21, 2018 (as amended, extended, restated, replaced, supplemented or otherwise modified in accordance with the terms thereof from time to time, the “Credit Agreement”), by and among the Borrower, the Guarantors party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swingline Lender and an L/C Issuer. Capitalized terms used herein but not otherwise defined shall have the meanings provided in the Credit Agreement.

23301 Wilmington Avenue Carson, CA 90745-6209 310.513.7200 www.ducommun.com
Letter Agreement • October 5th, 2015 • Ducommun Inc /De/ • Aircraft parts & auxiliary equipment, nec

This letter agreement (the “Agreement”) sets forth the terms of the agreement between Ducommun Incorporated (the “Company”) and Joseph P. Bellino (“you” or “Employee”) concerning your retirement as follows:

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