FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture (this “Supplemental Indenture”), dated as of September 27, 2024, by the entities set forth on Schedule I hereto (the “Guarantors”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
W I T N E S E T H
WHEREAS, Amentum Escrow Corporation (the “Issuer”) and U.S. Bank Trust Company, National Association (the “Trustee”) have heretofore executed and delivered an indenture, dated as of August 13, 2024 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of 7.250% Senior Notes due 2032 (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the Guarantors shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guarantors shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Note Guarantee”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture to amend or supplement the Indenture without the consent of any Holder.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned such terms in the Indenture.
(2) Guarantee. Each Guarantor hereby agrees to provide an unconditional Note Guarantee on the terms and subject to the conditions set forth in the Indenture, including but not limited to Article 10 thereof.
(3) Execution and Delivery. The Guarantors agree that the Note Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes.
(4) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
(5) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile, PDF or other electronic transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, PDF or other electronic transmission (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law) shall be deemed to be their original signatures for all purposes.
[Signature Page to First Supplemental Indenture]
(6) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
(7) Ratification Of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby.
(8) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity, sufficiency or adequacy of this Supplemental Indenture or for or in respect of the statements or recitals contained herein, all of which recitals are made solely by the Guarantors.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of immediately after the effective time of the Merger on the date first above written.
| | AEROPTIC, LLC AUTOMOTIVE TESTING OPERATIONS, LLC BUFFALO GROUP LLC SOTERA DEFENSE SOLUTIONS, INC. THE KEYW HOLDING CORPORATION | |
| | | | |
| By: | /s/ Stephen A. Arnette
| |
| | | Name: | Stephen A. Arnette | |
| | | Title: | President | |
| | FEDERAL NETWORK SYSTEMS LLC JACOBS TECHNOLOGY INC. THE KEYW CORPORATION | |
| | | | |
| By: | /s/ Stephen A. Arnette | |
| | | Name: | Stephen A. Arnette | |
| | | Title: | President, Chief Executive Officer | |
| | JACOBS TELECOMMUNICATIONS INC. | |
| | | | |
| By: | /s/ Stephen A. Arnette | |
| | | Name: | Stephen A. Arnette | |
| | | Title: | Executive Vice President | |
[Signature Page to First Supplemental Indenture]
| | AC FIRST, LLC AFGHAN HOLDCO LLC AFRICA EXPEDITIONARY SERVICES LLC AMENTUM COMMERCIAL OPERATIONS, INC. AMENTUM ENVIRONMENT & ENERGY, INC. AMENTUM GOVERNMENT SERVICES HOLDINGS LLC AMENTUM GOVERNMENT SERVICES HOLDINGS SUB LLC AMENTUM GOVERNMENT SERVICES PARENT HOLDINGS LLC AMENTUM GOVERNMENT SERVICES, INC. AMENTUM N&E HOLDINGS LLC AMENTUM NATIONAL SECURITY PROGRAMS, INC AMENTUM NUCLEAR & ENVIRONMENT HOLDINGS, INC. AMENTUM SERVICES, INC. AMENTUM SPECIAL MISSION SERVICES, INC. AMENTUM TECHNICAL SERVICES LLC CASALS & ASSOCIATES, INC. CENTRA SERVICES CORPORATION CENTRA TECHNOLOGY, INC. COURAGE SERVICES, INC. CULPEPER NATIONAL SECURITY SOLUTIONS LLC DEFENSE SUPPORT SERVICES INTERNATIONAL 3 LLC DEFENSE SUPPORT SERVICES INTERNATIONAL, LLC DELTA BRIDGE, INC. DTS AVIATION SERVICES LLC DYNCORP AEROSPACE OPERATIONS LLC DYNCORP INTERNATIONAL LLC DYNCORP INTERNATIONAL SERVICES LLC DYNCORP LLC | |
| | | | |
| By: | /s/ Mark Esposito
| |
| | | Name: | Mark Esposito | |
| | | Title: | Vice President and Assistant Secretary | |
[Signature Page to First Supplemental Indenture]
| | EG&G DEFENSE MATERIALS, INC. EQUITAS INTERNATIONAL LLC JT4, LLC LEAR SIEGLER LOGISTICS INTERNATIONAL, INC. MACFADDEN & ASSOCIATES, INC. MCNEIL SECURITY, INC. MS FEDERAL SERVICES, INC. MSFS HOLDINGS US, INC. MT HOLDING CORP. PACIFIC ARCHITECTS AND ENGINEERS, LLC PACIFIC OPERATIONS MAINTENANCE COMPANY PAE APPLIED TECHNOLOGIES INTERNATIONAL LLC PAE APPLIED TECHNOLOGIES LLC PAE CANADA, INC. PAE DESIGN AND FACILITY MANAGEMENT PAE GLOBAL SUPPORT LLC PAE GOVERNMENT SERVICES, INC. PAE HUMANITARIAN RESPONSE LLC PAE INTERNATIONAL PAE LLC PAE SHARED SERVICES LLC PAE SHIELD ACQUISITION COMPANY LLC PAE TRAINING SERVICES, LLC PAE WORLDWIDE INCORPORATED PHOENIX CONSULTING GROUP, LLC SERVICES INTERNATIONAL LLC TATE, INCORPORATED URS FEDERAL SERVICES INTERNATIONAL, INC. WASHINGTON DEMILITARIZATION COMPANY, LLC WASHINGTON GOVERNMENT ENVIRONMENTAL SERVICES COMPANY LLC WGI GLOBAL INC. WORLDWIDE MANAGEMENT AND CONSULTING SERVICES LLC WORLDWIDE RECRUITING AND STAFFING SERVICES LLC | |
| | | | |
| By: | /s/ Mark Esposito
| |
| | | Name: | Mark Esposito | |
| | | Title: | Vice President and Assistant Secretary | |
[Signature Page to First Supplemental Indenture]
| | AMENTUM HOLDINGS LLC | |
| | | | |
| By: | /s/ Mark Esposito
| |
| | | Name: | Mark Esposito | |
| | | Title: | Assistant Secretary | |
[Signature Page to First Supplemental Indenture]
| | DZSP 21 LLC | |
| | | | |
| By: | /s/ Brian Hockenberry
| |
| | | Name: | Brian Hockenberry | |
| | | Title: | Treasurer | |
[Signature Page to First Supplemental Indenture]
| | URS FEDERAL PROJECT SERVICES, LLC | |
| | | | |
| By: | /s/ Mark Esposito
| |
| | | Name: | Mark Esposito | |
| | | Title: | Assistant Secretary | |
[Signature Page to First Supplemental Indenture]
| | USA REPOSITORY SERVICES LLC | |
| | | | |
| By: | /s/ Mark Esposito
| |
| | | Name: | Mark Esposito | |
| | | Title: | Secretary | |
[Signature Page to First Supplemental Indenture]
| | U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee | |
| | | | |
| By: | /s/ Joshua A. Hahn
| |
| | | Name: | Joshua A. Hahn
| |
| | | Title: | Vice President
| |
[Signature Page to First Supplemental Indenture]
SCHEDULE I
Subsidiary Guarantors
| | Entity
| Jurisdiction
|
1.
| Aeroptic, LLC
| Massachusetts
|
2.
| Automotive Testing Operations, LLC
| Delaware
|
3.
| Buffalo Group LLC
| Delaware
|
4.
| Federal Network Systems LLC
| Delaware
|
5.
| Jacobs Technology Inc.
| Tennessee
|
6.
| Jacobs Telecommunications Inc.
| New Jersey
|
7.
| Sotera Defense Solutions, Inc.
| Delaware
|
8.
| The KeyW Corporation
| Maryland
|
9.
| The KeyW Holding Corporation
| Maryland
|
10.
| Amentum Holdings LLC
| Delaware
|
11.
| Amentum Government Services Holdings LLC
| Delaware
|
12.
| Amentum N&E Holdings LLC
| Delaware
|
13.
| AC First, LLC
| Delaware
|
14.
| Afghan Holdco LLC
| Delaware
|
15.
| Africa Expeditionary Services LLC
| Delaware
|
16.
| Amentum Commercial Operations, Inc.
(f/k/a URS FS Commercial Operations, Inc.)
| Delaware
|
17.
| Amentum Environment & Energy, Inc.
(f/k/a AECOM Energy & Construction, Inc.)
| Ohio
|
18.
| Amentum Government Services Holdings Sub LLC
(f/k/a Maverick Newco LLC)
| Delaware
|
19.
| Amentum Government Services, Inc.
(f/k/a AECOM Government Services, Inc.)
| Delaware
|
20.
| Amentum Government Services Parent Holdings LLC
| Delaware
|
21.
| Amentum National Security Programs, Inc.
(f/k/a AECOM National Security Programs, Inc.)
| Virginia
|
22.
| Amentum Nuclear & Environment Holdings, Inc.
(f/k/a AECOM E&C Holdings, Inc.)
| Delaware
|
23.
| Amentum Services, Inc.
(f/k/a AECOM Management Services, Inc.)
| Delaware
|
24.
| Amentum Special Mission Services, Inc.
(f/k/a AECOM Special Missions Services, Inc.)
| Pennsylvania
|
25.
| Amentum Technical Services LLC
(f/k/a AECOM N&E Technical Services LLC)
| Delaware
|
26.
| Casals & Associates, Inc.
| Virginia
|
27.
| CENTRA Services Corporation
| Massachusetts
|
28.
| CENTRA Technology, Inc.
| Maryland
|
29.
| Courage Services, Inc.
| Virginia
|
30.
| Culpeper National Security Solutions LLC
| Delaware
|
31.
| Defense Support Services International 3 LLC
| Delaware
|
32.
| Defense Support Services International, LLC
| Delaware
|
33.
| Delta Bridge, Inc.
| Virginia
|
| | Entity | Jurisdiction |
34.
| DTS Aviation Services LLC
| Nevada
|
35.
| DynCorp Aerospace Operations LLC
| Delaware
|
36.
| DynCorp International LLC
| Delaware
|
37.
| DynCorp International Services LLC
| Virginia
|
38.
| DynCorp LLC
| Delaware
|
39.
| DZSP 21 LLC
| Delaware
|
40.
| EG&G Defense Materials, Inc.
| Utah
|
41.
| Equitas International LLC
| Delaware
|
42.
| JT4, LLC
| Delaware
|
43.
| Lear Siegler Logistics International, Inc.
| Delaware
|
44.
| Macfadden & Associates, Inc.
| Virginia
|
45.
| McNeil Security, Inc.
| Virginia
|
46.
| MS Federal Services, Inc.
| Nevada
|
47.
| MSFS Holdings US, Inc.
| Nevada
|
48.
| MT Holding Corp.
| Delaware
|
49.
| Pacific Architects and Engineers, LLC
| Delaware
|
50.
| Pacific Operations Maintenance Company
| California
|
51.
| PAE Applied Technologies International LLC
| Delaware
|
52.
| PAE Applied Technologies LLC
| Delaware
|
53.
| PAE Canada, Inc.
| California
|
54.
| PAE Design and Facility Management
| California
|
55.
| PAE Global Support LLC
| Delaware
|
56.
| PAE Government Services, Inc.
| California
|
57.
| PAE Humanitarian Response LLC
| Delaware
|
58.
| PAE LLC
| Delaware
|
59.
| PAE International
| California
|
60.
| PAE Shared Services LLC
| Delaware
|
61.
| PAE Shield Acquisition Company LLC
| Delaware
|
62.
| PAE Training Services, LLC
| Delaware
|
63.
| PAE Worldwide Incorporated
| Delaware
|
64.
| Phoenix Consulting Group, LLC
| Alabama
|
65.
| Services International LLC
| Delaware
|
66.
| TATE, Incorporated
| Maryland
|
67.
| URS Federal Project Services, LLC
| Maryland
|
68.
| URS Federal Services International, Inc.
| Delaware
|
69.
| USA Repository Services LLC
| Delaware
|
70.
| Washington Demilitarization Company, LLC
| Delaware
|
71.
| Washington Government Environmental Services Company LLC
| Delaware
|
72.
| WGI Global Inc.
| Nevada
|
73.
| Worldwide Management and Consulting Services LLC
| Delaware
|
74.
| Worldwide Recruiting and Staffing Services LLC
| Delaware
|
