FIRST SUPPLEMENTAL INDENTURE
Exhibit 4.3
EXECUTION VERSION
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.
- 2 -
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.
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AEROPTIC, LLC
AUTOMOTIVE TESTING OPERATIONS, LLC
BUFFALO GROUP LLC
XXXXXX DEFENSE SOLUTIONS, INC.
THE KEYW HOLDING CORPORATION
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By:
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/s/ Xxxxxxx X. Xxxxxxx |
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| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | President | |||
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FEDERAL NETWORK SYSTEMS LLC
XXXXXX TECHNOLOGY INC.
THE KEYW CORPORATION
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By:
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/s/ Xxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | President, Chief Executive Officer | |||
| XXXXXX TELECOMMUNICATIONS INC. | ||||
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By:
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/s/ Xxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Executive Vice President | |||
[Signature Page to First Supplemental Indenture]
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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
XXXXXX & 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
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By:
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/s/ Xxxx Xxxxxxxx |
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| Name: | Xxxx Xxxxxxxx | |||
| Title: | Vice President and Assistant Secretary | |||
[Signature Page to First Supplemental Indenture]
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EG&G DEFENSE MATERIALS, INC.
EQUITAS INTERNATIONAL LLC
JT4, LLC
XXXX XXXXXXX LOGISTICS INTERNATIONAL, INC.
XXXXXXXXX & ASSOCIATES, INC.
XXXXXX 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
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By:
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/s/ Xxxx Xxxxxxxx |
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| Name: | Xxxx Xxxxxxxx | |||
| Title: | Vice President and Assistant Secretary | |||
[Signature Page to First Supplemental Indenture]
| AMENTUM HOLDINGS LLC | ||||
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By:
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/s/ Xxxx Xxxxxxxx |
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| Name: | Xxxx Xxxxxxxx | |||
| Title: | Assistant Secretary | |||
[Signature Page to First Supplemental Indenture]
| DZSP 21 LLC | ||||
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By:
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/s/ Xxxxx Xxxxxxxxxxx |
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| Name: | Xxxxx Xxxxxxxxxxx | |||
| Title: | Treasurer | |||
[Signature Page to First Supplemental Indenture]
| URS FEDERAL PROJECT SERVICES, LLC | ||||
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By:
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/s/ Xxxx Xxxxxxxx |
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| Name: | Xxxx Xxxxxxxx | |||
| Title: | Assistant Secretary | |||
[Signature Page to First Supplemental Indenture]
| USA REPOSITORY SERVICES LLC | ||||
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By:
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/s/ Xxxx Xxxxxxxx |
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| Name: | Xxxx Xxxxxxxx | |||
| Title: | Secretary | |||
[Signature Page to First Supplemental Indenture]
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U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION, as Trustee
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By:
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/s/ Xxxxxx X. Xxxx |
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| Name: | Xxxxxx X. Xxxx |
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| Title: | Vice President |
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[Signature Page to First Supplemental Indenture]
SCHEDULE I
Subsidiary Guarantors
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Entity
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Jurisdiction
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1.
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Aeroptic, LLC
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Massachusetts
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2.
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Automotive Testing Operations, LLC
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Delaware
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3.
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Buffalo Group LLC
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Delaware
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4.
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Federal Network Systems LLC
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Delaware
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5.
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Xxxxxx Technology Inc.
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Tennessee
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6.
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Xxxxxx Telecommunications Inc.
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New Jersey
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7.
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Xxxxxx Defense Solutions, Inc.
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Delaware
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8.
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The KeyW Corporation
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Maryland
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9.
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The KeyW Holding Corporation
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Maryland
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10.
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Amentum Holdings LLC
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Delaware
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11.
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Amentum Government Services Holdings LLC
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Delaware
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12.
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Amentum N&E Holdings LLC
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Delaware
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13.
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AC First, LLC
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Delaware
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14.
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Afghan Holdco LLC
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Delaware
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15.
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Africa Expeditionary Services LLC
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Delaware
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16.
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Amentum Commercial Operations, Inc.
(f/k/a URS FS Commercial Operations, Inc.)
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Delaware
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17.
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Amentum Environment & Energy, Inc.
(f/k/a AECOM Energy & Construction, Inc.)
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Ohio
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18.
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Amentum Government Services Holdings Sub LLC
(f/k/a Maverick Newco LLC)
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Delaware
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19.
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Amentum Government Services, Inc.
(f/k/a AECOM Government Services, Inc.)
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Delaware
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20.
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Amentum Government Services Parent Holdings LLC
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Delaware
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21.
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Amentum National Security Programs, Inc.
(f/k/a AECOM National Security Programs, Inc.)
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Virginia
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22.
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Amentum Nuclear & Environment Holdings, Inc.
(f/k/a AECOM E&C Holdings, Inc.)
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Delaware
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23.
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Amentum Services, Inc.
(f/k/a AECOM Management Services, Inc.)
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Delaware
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24.
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Amentum Special Mission Services, Inc.
(f/k/a AECOM Special Missions Services, Inc.)
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Pennsylvania
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25.
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Amentum Technical Services LLC
(f/k/a AECOM N&E Technical Services LLC)
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Delaware
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26.
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Xxxxxx & Associates, Inc.
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Virginia
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27.
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CENTRA Services Corporation
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Massachusetts
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28.
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CENTRA Technology, Inc.
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Maryland
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29.
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Courage Services, Inc.
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Virginia
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30.
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Culpeper National Security Solutions LLC
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Delaware
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31.
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Defense Support Services International 3 LLC
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Delaware
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32.
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Defense Support Services International, LLC
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Delaware
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33.
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Delta Bridge, Inc.
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Virginia
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| Entity | Jurisdiction | |
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34.
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DTS Aviation Services LLC
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Nevada
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35.
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DynCorp Aerospace Operations LLC
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Delaware
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36.
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DynCorp International LLC
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Delaware
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37.
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DynCorp International Services LLC
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Virginia
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38.
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DynCorp LLC
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Delaware
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39.
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DZSP 21 LLC
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Delaware
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40.
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EG&G Defense Materials, Inc.
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Utah
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41.
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Equitas International LLC
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Delaware
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42.
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JT4, LLC
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Delaware
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43.
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Xxxx Xxxxxxx Logistics International, Inc.
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Delaware
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44.
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Xxxxxxxxx & Associates, Inc.
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Virginia
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45.
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XxXxxx Security, Inc.
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Virginia
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46.
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MS Federal Services, Inc.
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Nevada
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47.
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MSFS Holdings US, Inc.
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Nevada
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48.
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MT Holding Corp.
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Delaware
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49.
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Pacific Architects and Engineers, LLC
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Delaware
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50.
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Pacific Operations Maintenance Company
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California
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51.
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PAE Applied Technologies International LLC
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Delaware
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52.
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PAE Applied Technologies LLC
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Delaware
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53.
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PAE Canada, Inc.
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California
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54.
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PAE Design and Facility Management
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California
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55.
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PAE Global Support LLC
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Delaware
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56.
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PAE Government Services, Inc.
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California
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57.
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PAE Humanitarian Response LLC
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Delaware
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58.
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PAE LLC
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Delaware
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59.
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PAE International
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California
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60.
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PAE Shared Services LLC
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Delaware
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61.
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PAE Shield Acquisition Company LLC
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Delaware
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62.
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PAE Training Services, LLC
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Delaware
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63.
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PAE Worldwide Incorporated
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Delaware
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64.
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Phoenix Consulting Group, LLC
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Alabama
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65.
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Services International LLC
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Delaware
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66.
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XXXX, Incorporated
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Maryland
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67.
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URS Federal Project Services, LLC
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Maryland
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68.
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URS Federal Services International, Inc.
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Delaware
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69.
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USA Repository Services LLC
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Delaware
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70.
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Washington Demilitarization Company, LLC
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Delaware
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71.
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Washington Government Environmental Services Company LLC
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Delaware
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72.
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WGI Global Inc.
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Nevada
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73.
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Worldwide Management and Consulting Services LLC
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Delaware
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74.
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Worldwide Recruiting and Staffing Services LLC
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Delaware
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