FORM OF STOCKHOLDERS AGREEMENT by and between Amentum Holdings, Inc. and Amentum Joint Venture LP Dated as of [•], 2024Joinder Agreement • September 9th, 2024 • Amazon Holdco Inc. • Services-business services, nec • Delaware
This STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of [•], 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.”
FORM OF STOCKHOLDERS AGREEMENT by and between Amentum Holdings, Inc. and Amentum Joint Venture LP Dated as of [•], 2024Joinder Agreement • August 5th, 2024 • Amazon Holdco Inc. • Services-business services, nec • Delaware
This STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of [•], 2024 (the “Effective Date”), 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.
FORM OF PROJECT SERVICES AGREEMENT BY AND BETWEEN JACOBS SOLUTIONS INC. AND AMENTUM HOLDINGS, INC. DATED AS OF [•]Project Services Agreement • September 9th, 2024 • Amazon Holdco Inc. • Services-business services, nec
This PROJECT 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 each referred to as a “Party” and collectively as the “Parties.”
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.
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”).
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.”
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 TAX MATTERS AGREEMENT by and among JACOBS SOLUTIONS INC., AMENTUM HOLDINGS, INC., AMENTUM PARENT HOLDINGS LLC, and AMENTUM JOINT VENTURE LP dated as ofTax Matters Agreement • September 9th, 2024 • Amazon Holdco Inc. • Services-business services, nec
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of [ ], 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.”
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 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 INDENTURESupplemental 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”).
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”).
FORM OF REGISTRATION RIGHTS AGREEMENT by and between Amentum Holdings, Inc. and Jacobs Solutions Inc. Dated as of [•], 2024Registration Rights Agreement • September 9th, 2024 • Amazon Holdco Inc. • Services-business services, nec • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 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 AGREEMENTForm of Indemnification 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”).
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.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • September 9th, 2024 • Amazon Holdco 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”).
