STOCKHOLDERS AGREEMENT by and between Amentum Holdings, Inc. and Amentum Joint Venture LP Dated as of September 27, 2024Stockholders Agreement • October 3rd, 2024 • Amentum Holdings, Inc. • Services-business services, nec • Delaware
This STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of September 27, 2024, is made by and between Amentum Holdings, Inc., a Delaware corporation (the “Company”), and Amentum Joint Venture LP, a Delaware limited partnership (“Merger Partner Equityholder” and, together with any Sponsor Transferees that become a party to this Agreement pursuant to Section 4.01(b), individually or collectively as the context may require, “Sponsor Stockholder”). Capitalized terms that are used but not otherwise defined in this preamble or the recitals shall have the respective meanings ascribed to such terms in Section 1.01.
TAX MATTERS AGREEMENT by and amongTax Matters Agreement • October 3rd, 2024 • Amentum Holdings, Inc. • Services-business services, nec
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of September 27, 2024, by and among Jacobs Solutions Inc., a Delaware corporation (“Parent”), Amentum Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“SpinCo”) (Parent and SpinCo are sometimes individually referred to herein as a “Company”), Amentum Parent Holdings LLC, a Delaware limited liability company (“Merger Partner”) and Amentum Joint Venture LP, a Delaware limited partnership (“Merger Partner Equityholder”). Each of Parent, SpinCo, and Merger Partner (or, for the absence of doubt, SpinCo as successor to Merger Partner) are herein referred to individually as a “Party” and collectively as the “Parties.”
PROJECT SERVICES AGREEMENT BY AND BETWEEN JACOBS SOLUTIONS INC. AND AMENTUM HOLDINGS, INC. DATED AS OF SEPTEMBER 27, 2024Project Services Agreement • October 3rd, 2024 • Amentum Holdings, Inc. • Services-business services, nec
This PROJECT SERVICES AGREEMENT (this “Agreement”), dated as of September 27, 2024 (the “Effective Date”), is by and between Jacobs Solutions Inc., a Delaware corporation (the “Company”), and Amentum Holdings, Inc., a Delaware corporation (“SpinCo”). The Company and SpinCo are each referred to as a “Party” and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENT by and between Amentum Holdings, Inc. and Jacobs Solutions Inc. Dated as of September 27, 2024Registration Rights Agreement • October 3rd, 2024 • Amentum Holdings, Inc. • Services-business services, nec • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 27, 2024 (the “Effective Date”), is made by and between Amentum Holdings, Inc., a Delaware corporation (the “Company”), and Jacobs Solutions Inc., a Delaware corporation (“JSI”), on behalf of itself and any of its subsidiaries that hold or acquire shares of Common Stock (as defined below), including Jacobs Engineering Group Inc., a Delaware corporation (“JEG”) (collectively, “Jacobs”). Capitalized terms that are used but not otherwise defined in this preamble or the recitals shall have the respective meanings ascribed to such terms in Section 1.01.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • October 3rd, 2024 • Amentum Holdings, Inc. • Services-business services, nec • Delaware
This Indemnification Agreement (this “Agreement”) is made as of ________________ by and between AMENTUM HOLDINGS, INC., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • October 3rd, 2024 • Amentum Holdings, Inc. • Services-business services, nec • New York
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”).
INDENTURE Dated as of AUGUST 13, 2024 between AMENTUM ESCROW CORPORATION, as Escrow Issuer and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee 7.250% SENIOR NOTES DUE 2032Indenture • October 3rd, 2024 • Amentum Holdings, Inc. • Services-business services, nec • New York
INDENTURE, dated as of August 13, 2024, between Amentum Escrow Corporation, a Delaware corporation (the “Escrow Issuer” or the “Issuer”) and U.S. Bank Trust Company, National Association, a national banking corporation, as Trustee (in such capacity, the “Trustee”).
FORM OF TRANSITION SERVICES AGREEMENT BY AND BETWEEN JACOBS SOLUTIONS INC. AND AMENTUM HOLDINGS, INC. DATED AS OF [•]Transition Services Agreement • September 9th, 2024 • Amazon Holdco Inc. • Services-business services, nec • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [•] (the “Effective Date”), is by and between Jacobs Solutions Inc., a Delaware corporation (the “Company”), and Amentum Holdings, Inc., a Delaware corporation (“SpinCo”). The Company and SpinCo are sometimes each referred to as a “Party” and collectively as the “Parties.” Capitalized terms that are used but not otherwise defined in the Recitals shall have the respective meanings ascribed to such terms in Section 1.1.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • October 3rd, 2024 • Amentum Holdings, Inc. • Services-business services, nec • New York
Second Supplemental Indenture (this “Supplemental Indenture”), dated as of September 27, 2024, by and between Amentum Holdings, Inc., a Delaware corporation (“SpinCo”), and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”).
ContractEmployment Agreement • November 13th, 2024 • Amentum Holdings, Inc. • Services-business services, nec • Virginia
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of November 6, 2024, by and between Steve Arnette (“Executive”) and Amentum Holdings, Inc., a Delaware corporation (the “Company”).
ContractAgreement and Plan of Merger • September 9th, 2024 • Amazon Holdco Inc. • Services-business services, nec
AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of August 26, 2024, by and among Jacobs Solutions Inc., a Delaware corporation (the “Company”), Amazon Holdco Inc., a Delaware corporation and wholly owned Subsidiary of the Company (“SpinCo”), Amentum Parent Holdings LLC, a Delaware limited liability company (“Merger Partner”), and Amentum Joint Venture LP, a Delaware limited partnership and the sole equityholder of Merger Partner (“Merger Partner Equityholder”).
ContractEmployment Agreement • November 13th, 2024 • Amentum Holdings, Inc. • Services-business services, nec • Virginia
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of November 6, 2024, by and between John E. Heller (“Executive”) and Amentum Holdings, Inc., a Delaware corporation (the “Company”).
TRANSITION SERVICES AGREEMENT BY AND BETWEEN JACOBS SOLUTIONS INC. AND AMENTUM HOLDINGS, INC. DATED AS OF SEPTEMBER 27, 2024Transition Services Agreement • October 3rd, 2024 • Amentum Holdings, Inc. • Services-business services, nec • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of September 27, 2024 (the “Effective Date”), is by and between Jacobs Solutions Inc., a Delaware corporation (the “Company”), and Amentum Holdings, Inc., a Delaware corporation (“SpinCo”). The Company and SpinCo are sometimes each referred to as a “Party” and collectively as the “Parties.” Capitalized terms that are used but not otherwise defined in the Recitals shall have the respective meanings ascribed to such terms in Section 1.1.
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of November 6, 2024, by and between Travis Johnson (“Executive”) and Amentum Holdings, Inc., a Delaware corporation (the “Company”). WHEREAS, Executive is party to an Offer Letter with Amentum Joint...Employment Agreement • November 13th, 2024 • Amentum Holdings, Inc. • Services-business services, nec • Virginia
WHEREAS, the Company (formerly known as Amazon Holdco Inc.) previously entered into that Agreement and Plan of Merger, dated as of November 20, 2023, by and among Jacobs Solutions Inc., Amentum Parent Holdings LLC and Amentum Joint Venture LP (the “Merger Agreement”), pursuant to which Amentum Parent Holdings LLC merged with and into the Company (such merger, the “Merger”, and the combined company resulting from the Merger, the “Combined Company”);
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of November 6, 2024, by and between Steven Demetriou (“Executive”) and Amentum Holdings, Inc., a Delaware corporation (the “Company”).Employment Agreement • November 13th, 2024 • Amentum Holdings, Inc. • Services-business services, nec • Virginia
WHEREAS, the Company (formerly known as Amazon Holdco Inc.) previously entered into that Agreement and Plan of Merger, dated as of November 20, 2023, by and among Jacobs Solutions Inc. (“Jacobs”), Amentum Parent Holdings LLC and Amentum Joint Venture LP (the “Merger Agreement”), pursuant to which Amentum Parent Holdings LLC merged with and into the Company (such merger, the “Merger”, and the combined company resulting from the Merger, the “Combined Company”);
