10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Quarterly Report on

FORM 10-Q

(Mark one)

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended April 1, 2011

¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from              to             

Commission File Number 1-7463

JACOBS ENGINEERING GROUP INC.

(Exact name of Registrant as specified in its charter)

Delaware	95-4081636
(State of incorporation)	(I.R.S. employer identification number)
1111 South Arroyo Parkway, Pasadena, California	91105
(Address of principal executive offices)	(Zip code)

(626) 578 – 3500

(Registrant’s telephone number, including area code)

Indicate by check-mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:    x  Yes    ¨  No

Indicate by check-mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    x  Yes    ¨  No

Indicate by check-mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨

Indicate by check-mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     ¨  Yes    x  No

Number of shares of common stock outstanding at April 20, 2011: 126,811,225

JACOBS ENGINEERING GROUP INC.

INDEX TO FORM 10-Q

			Page No.
PART I	FINANCIAL INFORMATION
	Item 1.	Financial Statements
		Consolidated Balance Sheets – April 1, 2011 (Unaudited) and October 1, 2010		3
		Consolidated Statements of Earnings  – Unaudited Three and Six Months Ended April 1, 2011 and April 2, 2010		4
		Consolidated Statements of Comprehensive Income  – Unaudited Three and Six Months Ended April 1, 2011 and April 2, 2010		5
		Consolidated Statements of Cash Flows – Unaudited Six Months Ended April 1, 2011 and April 2, 2010		6
		Notes to Consolidated Financial Statements – Unaudited		7 – 14
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		15 – 20
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		21
	Item 4.	Controls and Procedures		21
PART II	OTHER INFORMATION
	Item 1.	Legal Proceedings		22
	Item 1A.	Risk Factors		23
	Item 6.	Exhibits		24
SIGNATURES				25

Page 2

Part I – FINANCIAL INFORMATION

Item 1. Financial Statements.

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share information)

	April 1, 2011 (Unaudited)			October 1, 2010
ASSETS
Current Assets:
Cash and cash equivalents	$	747,911		$	938,842
Receivables		1,984,258			1,659,844
Deferred income taxes		127,047			117,698
Prepaid expenses and other		74,298			50,658
Total current assets		2,933,514			2,767,042
Property, Equipment and Improvements, Net		234,548			215,032
Other Noncurrent Assets:
Goodwill		1,731,661			1,118,889
Miscellaneous		737,890			582,954
Total other non-current assets		2,469,551			1,701,843
	$	5,637,613		$	4,683,917
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Notes payable	$	54,538		$	79,399
Accounts payable		306,026			303,877
Accrued liabilities		815,287			661,278
Billings in excess of costs		290,795			194,899
Income taxes payable		19,678			—
Total current liabilities		1,486,324			1,239,453
Long-term Debt		379,696			509
Other Deferred Liabilities		722,139			579,027
Commitments and Contingencies
Stockholders’ Equity:
Capital stock:
Preferred stock, $1 par value, authorized—1,000,000 shares; issued and outstanding—none		—			—
Common stock, $1 par value, authorized—240,000,000 shares; issued and outstanding—126,754,391 shares and 125,909,073 shares, respectively		126,754			125,909
Additional paid-in capital		811,765			767,514
Retained earnings		2,386,861			2,251,366
Accumulated other comprehensive loss		(284,571	)		(285,741	)
Total Jacobs stockholders’ equity		3,040,809			2,859,048
Noncontrolling interests		8,645			5,880
Total Group stockholders’ equity		3,049,454			2,864,928
	$	5,637,613		$	4,683,917

See the accompanying Notes to Consolidated Financial Statements.

Page 3

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

For the Three and Six Months Ended April 1, 2011 and April 2, 2010

(In thousands, except per share information)

	For the Three Months Ended						For the Six Months Ended
	April 1, 2011			April 2, 2010			April 1, 2011			April 2, 2010
Revenues	$	2,558,016		$	2,586,974		$	4,914,191		$	5,064,759
Costs and Expenses:
Direct cost of contracts		(2,168,835	)		(2,223,793	)		(4,193,972	)		(4,352,369	)
Selling, general and administrative expenses		(261,166	)		(241,177	)		(488,585	)		(476,905	)
Operating Profit		128,015			122,004			231,634			235,485
Other Income (Expense):
Interest income		1,149			796			2,073			1,634
Interest expense		(2,720	)		(705	)		(3,547	)		(1,317	)
Miscellaneous income (expense), net		37			(935	)		44			(1,494	)
Total other income (expense), net		(1,534	)		(844	)		(1,430	)		(1,177	)
Earnings Before Taxes		126,481			121,160			230,204			234,308
Income Tax Expense		(45,140	)		(43,593	)		(82,166	)		(84,340	)
Net Earnings of the Group		81,341			77,567			148,038			149,968
Net Income Attributable to Noncontrolling Interests		(1,091	)		(67	)		(1,965	)		(31	)
Net Earnings Attributable to Jacobs	$	80,250		$	77,500		$	146,073		$	149,937
Net Earnings Per Share:
Basic	$	0.64		$	0.63		$	1.17		$	1.21
Diluted	$	0.63		$	0.62		$	1.15		$	1.20

See the accompanying Notes to Consolidated Financial Statements.

Page 4

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three and Six Months Ended April 1, 2011 and April 2, 2010

(In thousands)

(Unaudited)

	For the Three Months Ended						For the Six Months Ended
	April 1, 2011			April 2, 2010			April 1, 2011			April 2, 2010
Net Earnings of the Group	$	81,341		$	77,567		$	148,038		$	149,968
Other Comprehensive Income (Loss):
Foreign currency translation adjustment		6,743			(12,256	)		7,057			(6,307	)
Gain (loss) on cash flow hedges		1,010			(498	)		2,076			876
Change in pension liability		(11,114	)		11,571			(6,547	)		9,428
Other comprehensive income (loss) before taxes		(3,361	)		(1,183	)		2,586			3,997
Income tax benefit		62			(2,918	)		(1,416	)		(2,790	)
Net other comprehensive income (loss)		(3,299	)		(4,101	)		1,170			1,207
Net Comprehensive Income of the Group		78,042			73,466			149,208			151,175
Net Comprehensive Income Attributable to Noncontrolling Interests		(1,091	)		(67	)		(1,965	)		(31	)
Net Comprehensive Income Attributable to Jacobs	$	76,951		$	73,399		$	147,243		$	151,144

See the accompanying Notes to Consolidated Financial Statements.

Page 5

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended April 1, 2011 and April 2, 2010

(In thousands)

(Unaudited)

	2011			2010
Cash Flows from Operating Activities:
Net earnings attributable to the group	$	148,038		$	149,968
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization:
Property, equipment and improvements		28,408			33,265
Intangible assets		15,559			11,576
Stock based compensation		13,125			11,585
Excess tax benefits from stock based compensation		(3,830	)		(1,477	)
(Gains)/losses on sales of assets, net		(130	)		11
Changes in certain assets and liabilities, excluding the effects of businesses acquired:
Receivables		(150,682	)		(53,874	)
Prepaid expenses and other current assets		(13,442	)		6,142
Accounts payable		(55,158	)		(33,211	)
Accrued liabilities		34,029			(2,860	)
Billings in excess of costs		43,962			3,433
Income taxes payable		14,838			(8,768	)
Deferred income taxes		3,194			1,017
Other, net		(884	)		360
Net cash provided by operating activities		77,027			117,167
Cash Flows from Investing Activities:
Additions to property and equipment		(17,378	)		(23,372	)
Disposals of property and equipment		1,709			12,179
Purchases of investments		—			(105,075	)
Other changes in investments		2,607			(16,645	)
Acquisitions of businesses, net of cash acquired		(617,820	)		(261,850	)
Other, net		(1,621	)		(11,296	)
Net cash used for investing activities		(632,503	)		(406,059	)
Cash Flows from Financing Activities:
Proceeds from long-term borrowings		611,996			—
Repayments of long-term borrowings		(238,736	)		(150	)
Net change in short-term borrowings		(26,197	)		79,218
Proceeds from issuances of common stock		22,152			18,062
Excess tax benefits from stock based compensation		3,830			1,477
Other, net		(8,575	)		(5,847	)
Net cash provided by financing activities		364,470			92,760
Effect of Exchange Rate Changes		75			1,570
Net Decrease in Cash and Cash Equivalents		(190,931	)		(194,562	)
Cash and Cash Equivalents at the Beginning of the Period		938,842			1,033,619
Cash and Cash Equivalents at the End of the Period	$	747,911		$	839,057

See the accompanying Notes to Consolidated Financial Statements.

Page 6

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

April 1, 2011

(continued)

Basis of Presentation

Unless the context otherwise requires:

• References herein to “Jacobs” are to Jacobs Engineering Group Inc. and its predecessors;

• References herein to the “Company,” “we,” “us” or “our” are to Jacobs Engineering Group Inc. and its consolidated subsidiaries; and

• References herein to the “Group” are to the combined economic interests and activities of the Company and the persons and entities holding noncontrolling interests in our consolidated subsidiaries.

The accompanying consolidated financial statements and financial information included herein have been prepared pursuant to the interim period reporting requirements of Form 10-Q. Consequently, certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. Readers of this report should also read our consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended October 1, 2010 (“2010 Form 10-K”) as well as Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations also included in our 2010 Form 10-K.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of our consolidated financial statements at April 1, 2011 and for the three and six month periods ended April 1, 2011 and April 2, 2010.

The Company has evaluated subsequent events through the date of filing this Form 10-Q with the U.S. Securities and Exchange Commission. Subsequent to the end of the second fiscal quarter, the Company acquired an office building located in Houston, Texas. The office building was previously leased by the Company and continues to be used in its operations. Also subsequent to the end of the second fiscal quarter, the Company completed the acquisition of Aker Projects (Shanghai) Company Limited (this transaction occurred in connection with the Aker Solutions ASA transaction discussed below). The total cash paid in connection with these two transactions totaled approximately $79.1 million.

Our interim results of operations are not necessarily indicative of the results to be expected for the full fiscal year.

New Accounting Standards

In June 2009, the FASB revised the accounting for variable interest entities (“VIEs”). These revisions require the Company to perform an analysis to determine whether it is the primary beneficiary of its VIEs. The Company is deemed to be the primary beneficiary of a VIE if it has (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The revisions adopted by the FASB eliminate the quantitative approach previously required for determining the primary beneficiary of a VIE and significantly enhances disclosures. The new accounting requirements became effective for the Company as of the beginning of fiscal 2011. The adoption of this revised standard did not have a material effect on the Company’s consolidated financial statements.

Page 7

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

April 1, 2011

(continued)

Business Combinations

Acquisitions of TechTeam, Sula, DSWA, Magellan Consulting, and Alpha Telecom

In October 2010, we acquired TechTeam Government Solutions, Inc. (“TechTeam”), formerly a wholly-owned subsidiary of TechTeam Global, Inc. TechTeam is a 500-person information technology (“IT”) solutions company that provides support to U.S. federal, state and local government agencies, including the United States Department of Homeland Security, U.S. Army and U.S. Army Corps of Engineers. The firm’s core competencies include systems integration, enterprise application integration, ERP implementation support, IT infrastructure support, network operations management, and call center operations. The primary purpose for acquiring TechTeam was to expand the Company’s IT, modeling, and simulation services capabilities with the U.S. federal government.

Also in October 2010, we acquired Sula Systems Ltd (“Sula”), a 70-person professional services firm headquartered in Gloucestershire, England. Founded in 1996, Sula provides systems engineering and technical services on large, complex programs and projects to clients in the United Kingdom’s defense and aerospace markets. Sula is also involved in a number of major defense programs in areas such as armored vehicles, complex weapons, test and evaluation, submarine nuclear propulsion, and capability and network level systems engineering. Sula also provides services relating to civil airliners and space-based subsystems. The primary purpose for acquiring Sula was to expand the Company’s position in the defense and aerospace markets.

In December 2010, we acquired the assets of Damon S. Williams Associates, L.L.C. (“DSWA”). DSWA is a 50 person professional services firm headquartered in Phoenix, Arizona specializing in water and wastewater facilities, with expertise in planning, design, construction administration and operations services.

Also in December 2010 we acquired the assets of two other niche firms (i) Magellan Consulting which provides services to clients in the education market, and (ii) Alpha Telecom Services Company which provides services to clients in the telecommunications industry.

The results of operations of the acquired businesses have been included in the Company’s consolidated results of operations commencing with the dates control of the acquired businesses were obtained.

The above acquisitions were not material to the Company’s consolidated financial statements at April 1, 2011 and for the three and six month periods ended April 1, 2011.

The Aker Solutions ASA Transaction

On February 1, 2011, the Company acquired certain operations within the process and construction business of Aker Solutions ASA. We believe this acquisition will significantly expand Jacobs’ global presence in the mining and metals market; provide a new geographic region with South America; and strengthen Jacobs’ presence in China and Australia. Jacobs’ regional presence in Europe and North America will also be enhanced as a result of this acquisition. The acquisition is expected to be modestly accretive to earnings in fiscal 2011.

The purchase price was $675.0 million plus approximately $238.0 million representing a preliminary estimate of cash and working capital acquired. At closing, the Company funded approximately $877.3 million (representing the purchase price per the share purchase agreement (“SPA”) less adjustments for (i) certain transactions specified in the SPA, and (ii) the

Page 8

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

April 1, 2011

(continued)

purchase price for an entity located in China, which did not close until after the end of the second quarter of fiscal 2011). The acquisition was financed through a combination of cash-on-hand and borrowings under a number of new, bilateral credit facilities with major U.S. and European banks. The results of operations of the Aker Entities have been included in the Company’s consolidated results of operations commencing with the date control of the entities was obtained.

The following table presents the unaudited, pro forma consolidated results of operations for each of the three and six month periods ended April 1, 2011 and April 2, 2010 as if the acquisition of the Aker Solutions’ P&C operations had occurred at the beginning of fiscal 2010. These pro forma results are not necessarily indicative of (i) the results of operations that would have occurred had the Aker Solutions’ P&C operations actually been acquired at the beginning of fiscal 2010; and (ii) future results of operations (in thousands):

	For the Three Months Ended				For the Six Months Ended
	April 1, 2011		April 2, 2010		April 1, 2011		April 2, 2010
Revenues	$	2,605,634	$	2,730,911	$	5,186,846		5,397,038
Net earnings attributable to Jacobs		82,545		81,028		156,117		154,820

The purchase price allocation is subject to revision. Additional valuation work is being conducted regarding customer relationships, backlog, and technology, and the final allocation will be made when such valuation work is completed. The following table presents the preliminary allocation to the net assets of the Aker Solutions’ P&C operations acquired as of the date of acquisition (in thousands):

Assets:
Cash and cash equivalents	$	317,870
Receivables and other current assets		140,024
Property and equipment, and other		120,538
Total assets		578,432
Liabilities:
Current liabilities		186,339
Long-term liabilities		21,445
Total liabilities		207,784
Net assets acquired	$	370,648

The Company expects to collect substantially all of the acquired receivables of $129.3 million.

The SPA includes a net cash adjustment and working capital adjustment (as defined). The net cash and working capital of the businesses acquired at closing will be compared to reference amounts as specified in the SPA. If the net cash and working capital acquired exceeds the reference amounts by more than $25 million, then the Company must pay such excess to the seller; and if the reference amounts for net cash and working capital exceed the amounts actually acquired by more than $25 million, then the seller must pay such deficiency to the Company. These payments are subject to a cap of $175.8 million. We are in the process of determining any net cash and working capital adjustments.

Page 9

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

April 1, 2011

(continued)

We are currently in the process of determining the values of separately identifiable intangible assets acquired as part of the transaction. The preliminary estimate of goodwill from this transaction is summarized as follows (in millions):

Purchase price	$	877
Amount assigned to the net assets acquired		(371	)
Estimated amount assigned to intangible assets		(202	)
Goodwill created, preliminary	$	304

Some of the factors contributing to a purchase price that resulted in the recognition of goodwill include: (i) the opportunity to expand our client base in the United States, the United Kingdom, Canada, Australia, and China; (ii) the opportunity to enter new geography in South America; (iii) the opportunity to expand our presence in the mining and metals market; (iv) the existence of a large, highly-trained and stable workforce; (v) the existence of operating synergies; and (vi) the existence of geographic synergies.

Receivables

The following table presents the components of “Receivables” appearing in the accompanying Consolidated Balance Sheets at April 1, 2011 and October 1, 2010 as well as certain other related information (in thousands):

	April 1, 2011			October 1, 2010
Components of receivables:
Amounts billed	$	947,972		$	829,518
Unbilled receivables and other		973,805			793,918
Retentions receivable		74,216			47,165
Allowance for doubtful accounts		(11,735	)		(10,757	)
Total receivables, net	$	1,984,258		$	1,659,844
Other information about receivables:
Amounts due from the United States federal government, included above, net of advanced billings	$	319,404		$	309,176
Claims receivable	$	23,379		$	14,201

Unbilled receivables represent reimbursable costs and amounts earned and reimbursable under contracts in progress as of the respective balance sheet dates. Such amounts become billable according to the contract terms, which usually consider the passage of time, achievement of certain milestones or completion of the project. We anticipate that substantially all of such unbilled amounts will be billed and collected over the next twelve months.

Claims receivable are included in “Receivables” in the accompanying Consolidated Balance Sheets and represent costs incurred on contracts to the extent it is probable that such claims will result in additional contract revenue and the amount of such additional revenue can be reliably estimated.

Page 10

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

April 1, 2011

(continued)

Property, Equipment and Improvements, Net

Property, Equipment and Improvements, net in the accompanying Consolidated Balance Sheets at April 1, 2011 and October 1, 2010 consisted of the following (in thousands):

	April 1, 2011			October 1, 2010
Land	$	19,543		$	12,223
Buildings		103,413			90,565
Equipment		473,259			433,395
Leasehold improvements		149,438			142,358
Construction in progress		10,413			3,570
		756,066			682,111
Accumulated depreciation and amortization		(521,518	)		(467,079	)
	$	234,548		$	215,032

Revenue Accounting for Contracts / Accounting for Joint Ventures

In general, we recognize revenues at the time we provide services. Depending on the commercial terms of the contract, we recognize revenues either when costs are incurred, or using the percentage-of-completion method of accounting by relating contract costs incurred to date to the total estimated costs at completion. Contract losses are provided for in their entirety in the period they become known, without regard to the percentage-of-completion.

The nature of our business sometimes results in clients, subcontractors or vendors presenting claims to us for recovery of costs they incurred in excess of what they expected to incur, or for which they believe they are not contractually responsible. In those situations where a claim against us may result in additional costs to the contract, we include in the total estimated costs of the contract (and therefore, the estimated amount of margin to be earned under the contract) an estimate, based on all relevant facts and circumstances available, of the additional costs to be incurred. Similarly, and in the normal course of business, we may present claims to our clients for costs we have incurred for which we believe we are not contractually responsible. With respect to such claims, we include in revenues the amount of costs incurred, without profit, to the extent it is probable that the claims will result in additional contract revenue, and the amount of such additional revenue can be reliably estimated. Costs associated with unapproved change orders are included in revenues using substantially the same criteria used for claims.

Certain cost-reimbursable contracts include incentive-fee arrangements. The incentive fees in such contracts can be based on a variety of factors but the most common are the achievement of target completion dates or target costs, and/or meeting other performance criteria as defined in the contracts. Failure to meet these targets can result in unrealized incentive fees. We recognize incentive fees based on expected results using the percentage-of-completion method of accounting. As the contract progresses and more information becomes available, the estimate of the anticipated incentive fee that will be earned is revised as necessary. We bill incentive fees based on the terms and conditions of the individual contracts. In certain situations we are allowed to bill a portion of the incentive fees over the performance period of the contract. In other situations, we are allowed to bill incentive fees only after the target criterion has been achieved. Incentive fees which have been recognized but not billed are included in receivables in the accompanying Consolidated Balance Sheets.

Certain cost-reimbursable contracts with government customers as well as certain commercial clients provide that contract costs are subject to audit and adjustment. In this

Page 11

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

April 1, 2011

(continued)

situation, revenues are recorded at the time services are performed based upon the amounts we expect to realize upon completion of the contracts. Revenues are not recognized for non-recoverable costs. In those situations where an audit indicates that we may have billed a client for costs not allowable under the terms of the contract, we estimate the amount of such nonbillable costs and adjust our revenues accordingly.

As is common to the industry, we execute certain contracts jointly with third parties through various forms of joint ventures and consortiums.

Very few of our joint ventures have employees. Although the joint ventures own and hold the contracts with the clients, the services required by the contracts are typically performed by us and our joint venture partners, or by other subcontractors under subcontracting agreements with the joint ventures. The assets of our joint ventures, therefore, consist almost entirely of cash and receivables (representing amounts due from clients), and the liabilities of our joint ventures consist almost entirely of amounts due to the joint venture partners (for services provided by the partners to the joint ventures under their individual subcontracts) and other subcontractors. In general, at any given time, the equity of our joint ventures represents the undistributed profits earned on contracts the joint ventures hold with clients. None of our joint ventures have third-party debt or credit facilities. Our joint ventures, therefore, are simply mechanisms used to deliver engineering and construction services to clients. Rarely do they, in and of themselves, present any risk of loss to us or to our partners separate from those that we would carry if we were performing the contract on our own. Under accounting principles generally accepted in the United States, our share of losses associated with the contracts held by the joint ventures, if and when they occur, has always been reflected in our Consolidated Financial Statements.

On October 2, 2010 the Company adopted the FASB’s new accounting guidance relating to the consolidation of variable interest entities (“VIE”). This guidance replaces the quantitative-based assessment for determining which enterprise has a controlling interest in a VIE with an approach that is now primarily qualitative. The Company has reassessed its VIEs using the new guidance. The adoption of this new guidance did not have a material effect on the Company’s consolidated financial statements.

In evaluating the Company’s VIEs we perform a qualitative analysis to determine whether or not the Company has a “controlling financial interest” in the VIE. The Company is deemed to have a controlling financial interest in a VIE if it has (i) the power to direct the activities of the VIE that most significantly impact the VIEs economic performance; and (ii) the right to receive benefits, or obligation to absorb losses, that could potentially be significant to the VIE.

In making our qualitative analysis the Company assesses each VIE to determine those activities that most significantly impact the VIE’s economic performance and whether the Company, another entity, or multiple entities have the power to direct those activities.

If we determine that we have the power to direct the most significant activities of the VIE and to receive benefits or absorb losses that could potentially be significant to the VIE then we are the primary beneficiary of the VIE, and we consolidate the VIE. If we determine that we do not have the power to direct the most significant activities of the VIE or power is shared by two or more parties then we are not the primary beneficiary and we do not consolidate the VIE.

For the Company’s unconsolidated joint ventures, we use the equity method of accounting. The Company does not currently participate in any significant VIEs in which it has a controlling financial interest.

Page 12

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

April 1, 2011

(continued)

There were no changes in facts and circumstances in the quarter that caused the Company to reassess the method of accounting for our VIEs.

When we are directly responsible for subcontractor labor or third-party materials and equipment, we reflect the costs of such items in both revenues and costs. On those projects where the client elects to pay for such items directly and we have no associated responsibility for such items, these amounts are not reflected in either revenues or costs.

The following table sets forth pass-through costs included in revenues for the three and six months ended April 1, 2011 and April 2, 2010 (in thousands):

	For the Three Months Ended				For the Six Months Ended
	April 1, 2011		April 2, 2010		April 1, 2011		April 2, 2010
Pass-through costs included in revenues	$	540,960	$	721,682	$	1,075,848	$	1,448,948

Disclosures About Defined Pension Benefit Obligations

The following table presents the components of net periodic benefit cost recognized in earnings during each of the three and six month periods ended April 1, 2011 and April 2, 2010 (in thousands):

	For the Three Months Ended						For the Six Months Ended
Component:	April 1, 2011			April 2, 2010			April 1, 2011			April 2, 2010
Service cost	$	7,423		$	5,308		$	14,672		$	11,387
Interest cost		14,957			12,784			29,643			27,043
Expected return on plan assets		(14,499	)		(11,295	)		(28,753	)		(23,757	)
Amortization of previously unrecognized items		4,114			2,986			8,164			6,293
Net periodic benefit cost	$	11,995		$	9,783		$	23,726		$	20,966

The following table presents certain information regarding Company cash contributions to our pension plans for fiscal 2011 (in thousands):

Cash contributions made during the first six months of fiscal 2011	$	26,801
Cash contributions we expect to make during the remainder of fiscal 2011		18,822
Total	$	45,623

The change in pension liability included in the Consolidated Statements of Comprehensive Income for the three and six months ended April 1, 2011 and April 2, 2010 relates primarily to the effects of exchange rate changes.

Earnings Per Share and Certain Related Information

The following table (i) reconciles the denominator used to compute basic earnings per share (“EPS”) to the denominator used to compute diluted EPS for the three and six months ended April 1, 2011 and April 2, 2010; (ii) provides information regarding the number of non-qualified stock options that were antidilutive and therefore disregarded in calculating the

Page 13

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

April 1, 2011

(continued)

weighted average number of shares outstanding used in computing diluted EPS; and (iii) provides the number of shares of common stock issued from the exercise of stock options and the release of restricted stock (in thousands):

	For the Three Months Ended				For the Six Months Ended
	April 1, 2011		April 2, 2010		April 1, 2011		April 2, 2010
Shares used to calculate EPS:
Weighted average shares outstanding (denominator used to compute basic EPS)		125,402		123,911		125,198		123,771
Effect of stock options and restricted stock		1,961		1,654		1,846		1,670
Denominator used to compute diluted EPS		127,363		125,565		127,044		125,441
Antidilutive stock options and restricted stock		2,229.5		2,887.7		3,036.1		2,887.7
Shares of common stock issued from the exercise of stock options and the release of restricted stock		722.8		426.1		1,071.7		697.7

Accounting for and Disclosure of Guarantees and Contingencies

Please refer to Note 10—Commitments and Contingencies, and Derivative Financial Instruments of Notes to Consolidated Financial Statements beginning on page F-26 of our 2010 Form 10-K for a discussion of our various commitments and contingencies. In April 2011, the Company completed the purchase of the building subject to Lease 1 described under “Guarantees” in Note 10 of the Notes to the Consolidated Financial Statements included in its 2010 Form 10-K.

Please refer to Note 11—Contractual Guarantees, Litigation, Investigations, and Insurance of Notes to Consolidated Financial Statements beginning on page F-27 of our 2010 Form 10-K for a discussion of the Company’s contractual guarantees and a description of the various types of litigation in which we’re involved.

Page 14

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

General

The purpose of this Management’s Discussion and Analysis (“MD&A”) is to provide a narrative analysis explaining the reasons for material changes in the Company’s (i) financial condition since the most recent fiscal year-end, and (ii) results of operations during the current fiscal period(s) as compared to the corresponding period(s) of the preceding fiscal year. In order to better understand such changes, readers of this MD&A should also read:

• The discussion of the critical and significant accounting policies used by the Company in preparing its consolidated financial statements (the most current discussion of our critical accounting policies appears on pages 34 through 37 of our 2010 Annual Report on Form 10-K (the “2010 Form 10-K”), and the most current discussion of our significant accounting policies appears on pages F-8 through F-14 of our 2010 Form 10-K), as well as the discussion of new accounting standards included in the Notes to Consolidated Financial Statements of this Form 10-Q;

• The Company’s fiscal 2010 audited consolidated financial statements and notes thereto included in its 2010 Form 10-K (beginning on page F-1 thereto); and

• Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2010 Form 10-K (beginning on page 34 thereto).

In addition to historical information, this MD&A may contain forward-looking statements that are not based on historical fact. When used herein, words such as “expects”, “anticipates”, “believes”, “seeks”, “estimates”, “plans”, “intends”, and similar words identify forward-looking statements. You should not place undue reliance on these forward-looking statements. Although such statements are based on management’s current estimates and expectations, and currently available competitive, financial, and economic data, forward-looking statements are inherently uncertain and involve risks and uncertainties that could cause our actual results to differ materially from what may be inferred from the forward-looking statements. Some of the factors that could cause or contribute to such differences are listed and discussed in Item 1A—Risk Factors, included in our 2010 Form 10-K (beginning on page 19 thereto). We undertake no obligation to release publicly any revisions or updates to any forward-looking statements. We encourage you to read carefully the risk factors described in other documents we file from time to time with the United States Securities and Exchange Commission.

Overview

On February 1, 2011, the Company acquired certain operations within the process and construction business of Aker Solutions ASA. The Company’s results of operations for the three and six months ended April 1, 2011 include two months of the acquired businesses (the “Aker Entities”). The Aker Entities contributed approximately $172.4 million of revenues, $29.5 million of selling, general and administrative expenses (which includes approximately $3.5 million of due diligence and integration costs), and net earnings of $5.3 million or $0.04 per diluted share for the second quarter of fiscal 2011.

Page 15

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

Included in the Company’s results of operations for the six months ended April 2, 2010 is an after-tax charge of $5.8 million, or $0.04 per diluted share, related to the Company ceasing use of one of its offices located in Houston, Texas, and entering into a sublease for the entire property.

Results of Operations

Net earnings for the second quarter of fiscal 2011 ended April 1, 2011 totaled $80.3 million, or $0.63 per diluted share, compared to $77.5 million, of $0.62 per diluted share, for the second quarter of fiscal 2010.

For the six months ended April 1, 2011, net earnings totaled $146.1 million, or $1.15 per diluted share, compared to $149.9 million, or $1.20 per diluted share, for the six months ended April 2, 2010.

Total revenues for the quarter ended April 1, 2011 were $2.6 billion, substantially unchanged from the corresponding period last year. Total revenues for the six months ended April 1, 2011 were $4.9 billion, compared to $5.1 billion for the corresponding period last year.

The following table sets forth our revenues by the various types of services we provide for the three and six months ended April 1, 2011 and April 2, 2010 (in thousands):

	For the Three Months Ended				For the Six Months Ended
	April 1, 2011		April 2, 2010		April 1, 2011		April 2, 2010
Technical Professional Services Revenues:
Project Services	$	1,286,093	$	1,110,065	$	2,298,366	$	2,123,020
Process, Scientific, and Systems Consulting		205,121		234,494		397,661		441,763
Total Technical Professional Services Revenues		1,491,214		1,344,559		2,696,027		2,564,783
Field Services Revenues:
Construction		754,743		986,581		1,531,854		1,956,460
Operations and Maintenance (“O&M”)		312,059		255,834		686,310		543,516
Total Field Services Revenues		1,066,802		1,242,415		2,218,164		2,499,976
Total Revenues	$	2,558,016	$	2,586,974	$	4,914,191	$	5,064,759

Page 16

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

The following table sets forth our revenues by the industry groups and markets in which our clients operate for the three and six months ended April 1, 2011 and April 2, 2010 (in thousands):

	For the Three Months Ended				For the Six Months Ended
	April 1, 2011		April 2, 2010		April 1, 2011		April 2, 2010
National Government Programs	$	584,176	$	613,264	$	1,158,436	$	1,138,117
Refining - Downstream		495,502		776,944		1,102,909		1,551,961
Chemicals and Polymers		332,768		314,349		588,089		627,584
Infrastructure		354,748		240,119		648,224		456,525
Buildings		241,811		221,389		467,879		413,951
Oil & Gas - Upstream		164,597		123,739		316,289		245,682
Pharmaceuticals and Biotechnology		90,486		154,251		186,209		351,335
Industrial and Other		293,928		142,919		446,156		279,604
	$	2,558,016	$	2,586,974	$	4,914,191	$	5,064,759

For the three and six months ended April 1, 2011, Project Services revenues increased by 15.9% and 8.3%, respectively, compared to the corresponding periods last year. Most of these increases were due to revenues earned by the Aker Entities.

For the three and six months ended April 1, 2011, Construction services revenues decreased by 23.5% and 21.7%, respectively, compared to the corresponding periods last year. Contributing to the declines in Construction services revenues is the winding-down of one large project in the energy & refining-downstream market combined with a reduction in pass-through costs (discussed below).

For the three and six months ended April 1, 2011, revenues from O&M services increased 22.0% and 26.3%, respectively, as compared to the corresponding periods last year. These increases relate primarily to higher O&M activities on projects for the United States federal government (particularly as it relates to government test facilities) and for our clients operating in the Oil & Gas-Upstream and Chemicals and Polymers industries.

The Aker Entities contributed approximately $34.1 million of Field Service revenues for both the three and six months ended April 1, 2011.

For the three and six months ended April 1, 2011, revenues from clients operating in the Infrastructure market were 47.7% and 42.0% higher, respectively, as compared to the corresponding periods last year. Contributing to these increases were higher Project Services revenues for various transportation projects and revenues earned from the Aker Entities. For the three and six months ended April 1, 2011, revenues from clients operating in the Buildings market were 9.2% and 13.0% higher, respectively, as compared to the corresponding periods last year. Contributing to these increases was higher Project Services revenues on a number of buildings projects including those for several government agencies within the United States.

Revenues earned on projects classified as Industrial and Other for the three and six months ended April 1, 2011 increased significantly as compared to the corresponding periods last year. The Aker Entities contributed approximately $114.6 million of this category’s revenues in fiscal 2011 (specifically, for clients operating in the mining and metals industries). Also contributing to this increase are revenues earned from other mining and metals clients.

Direct costs of contracts for the three months ended April 1, 2011 decreased $55.0 million, or 2.5%, to $2.17 billion as compared to $2.22 billion for the corresponding period last year. Direct costs of contracts for the six months ended April 1, 2011 decreased $158.4 million, or 3.6%, to $4.19 billion as compared to $4.35 billion for the corresponding period last year. The level of direct costs of contracts may fluctuate between reporting periods due to a variety of

Page 17

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

factors including the amount of pass-through costs we incur during a period. On those projects where we are responsible for subcontract labor or third-party materials and equipment, we reflect the amounts of such items in both revenues and costs (and we refer to such items as “pass-through costs”). On other projects, where the client elects to pay for such items directly and we have no associated responsibility for such items, these amounts are not considered pass-through costs and are, therefore, not reflected in either revenues or costs. To the extent that we incur a significant amount of pass-through costs in a period, our direct cost of contracts are likely to increase as well.

For the three and six months ended April 1, 2011, pass-through costs decreased $180.7 million and $373.1 million, respectively, as compared to the corresponding periods last year. In general, pass-through costs are more significant on projects that have a higher content of field services activities. Pass-through costs are generally incurred at a specific point in the lifecycle of a project and are highly dependent on the needs of our individual clients and the nature of the clients’ projects. However, because we have hundreds of projects which start at various times within a fiscal year, the effect of pass-through costs on the level of direct costs of contracts can vary between fiscal years without there being a fundamental or significant change to the underlying business.

As a percentage of revenues, direct costs of contracts for the three and six months ended April 1, 2011 was 84.8% and 85.3%, respectively. This compares to 86.0% and 85.9%, respectively, for the three and six months ended April 2, 2010. The relationship between direct costs of contracts and revenues will fluctuate between reporting periods depending on a variety of factors including the mix of business during the reporting periods being compared as well as the level of margins earned from the various types of services provided. Generally speaking, the more procurement we do on behalf of our clients (i.e., where we purchase equipment and materials for use on projects, and/or procure subcontracts in connection with projects) and the more field services revenues we have relative to technical, professional services revenues, the higher the direct cost of contracts percentage will be. Because revenues from pass-through costs typically have lower margin rates associated with them, it is not unusual for us to experience an increase or decrease in such revenues without experiencing a corresponding increase or decrease in our gross margins and operating profit.

Selling, general and administrative (“SG&A”) expenses for the second quarter ended April 1, 2011 totaled $261.2 million compared to $241.2 million for the corresponding period last year. For the six months ended April 1, 2010, SG&A expenses totaled $488.6 million compared to $476.9 million for the corresponding period last year. Excluding the SG&A expenses for the six months ended April 1, 2011 relating to the Aker Entities and to the Company’s acquisition and integration activities, and excluding the effects of the Houston sublease from the SG&As expenses of the corresponding period last year, SG&A expenses for the current six-month period decreased approximately $17.3 million as compared to the corresponding period last year.

Interest expense for the three and six months ended April 1, 2011 increased $2.0 million and $2.2 million, respectively, as compared to the corresponding periods last year. The increase in interest expense was due primarily to the increased debt incurred in connection with the acquisition of the Aker Entities.

Backlog Information

We include in backlog the total dollar amount of revenues we expect to record in the future as a result of performing work under contracts that have been awarded to us. Because of the nature, size, expected duration, funding commitments, and the scope of services required by our contracts, the timing of when backlog will be recognized as revenues can vary greatly between individual contracts. Our policy with respect to O&M contracts, however, is to include

Page 18

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

in backlog the amount of revenues we expect to receive for one succeeding year, regardless of the remaining life of the contract. For national government programs (other than national government O&M contracts), our policy is to include in backlog the full contract award, whether funded or unfunded, and exclude option periods.

In accordance with industry practice, substantially all of our contracts are subject to cancellation or termination at the option of the client. In a situation where a client terminates a contract, we typically are entitled to receive payment for work performed up to the date of termination and, in certain instances, we may be entitled to allowable termination and cancellation costs. While management uses all information available to it to determine backlog, our backlog at any given time is subject to changes in the scope of services to be provided as well as increases or decreases in costs relating to the contracts included therein.

Because certain contracts (for example, contracts relating to large engineering, procurement, and construction projects as well as national government programs) can cause large increases to backlog in the fiscal period in which we recognize the award, and because many of our contracts require us to provide services that span over a number of fiscal quarters (and sometimes over fiscal years), we evaluate our backlog on a year-over-year basis, rather than on a sequential, quarter-over-quarter basis.

The following table summarizes our backlog at April 1, 2011 and April 2, 2010 (in millions):

	2011		2010
Technical professional services	$	8,669.4	$	8,299.3
Field services		5,336.5		6,354.3
Total	$	14,005.9	$	14,653.6

Our backlog decreased $647.7 million, or 4.4%, to $14.0 billion at April 1, 2011 from $14.7 billion at April 2, 2010. Backlog at April 1, 2011 includes approximately $634.3 million of backlog relating to the Aker Entities. Also included in backlog at April 1, 2011 are new awards from clients operating in the Oil & Gas-Upstream, basic resources, and the semiconductor industries.

Liquidity and Capital Resources

At April 1, 2011, our principal sources of liquidity consisted of $747.9 million of cash and cash equivalents, and $251.0 million of available borrowing capacity under our $290.0 million, long-term, unsecured revolving credit facility. We finance as much of our operations and growth as possible through cash generated by our operations.

In addition to our revolving credit facility, we have a short-term credit facility which we entered into in fiscal 2009 in connection with our acquisition of a one-third interest in AWE Management Ltd of which $54.4 million was outstanding at April 1, 2011. In connection with the acquisition of the Aker Entities described above, we entered into several new bilateral credit facilities with major U.S. and European banks. Approximately $369.1 million was outstanding under these facilities at April 1, 2011.

During the first six months of fiscal 2011, our cash and cash equivalents decreased by $190.9 million to $747.9 million at April 1, 2011. This compares to a net decrease in cash and cash equivalents of $194.6 million, to $839.1 million, during the corresponding period last year. During the six months ended April 1, 2011, we used $632.5 million of cash and cash equivalents for investing activities. This cash outflow was offset in part by net cash inflows of $77.0 million from operating activities and $364.5 million from financing activities.

Page 19

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

Our operations provided net cash of $77.0 million during the six months ended April 1, 2011. This compares to net cash inflows of $117.2 million for the corresponding period last year. The $40.1 million decrease in cash provided by operations for the six months ended April 1, 2011 as compared to the corresponding period last year was due primarily to a $37.3 million decrease relating to changes in our working capital accounts (discussed below).

With respect to the $37.3 million decrease in cash flows relating to changes in our working capital accounts, there was no unusual activity occurring in these accounts during the six months ended April 1, 2011.

Because such a high percentage of our revenues are earned on cost-plus type contracts, and due to the significance of revenues relating to pass-through costs, most of the costs we incur are included in invoices we send to clients. Although we continually monitor our accounts receivable, we manage the operating cash flows of the Company by managing the working capital accounts in total, rather than by the individual elements. The primary elements of the Company’s working capital accounts are accounts receivable, accounts payable, and billings in excess of cost. Accounts payable consists of obligations to third parties relating primarily to costs incurred for projects which are generally billable to clients. Accounts receivable consist of billings to our clients — a substantial portion of which is for project-related costs. Billings in excess of cost consist of billings to and payments from our clients for costs yet to be incurred.

This relationship between revenues and costs, and between receivables and payables is unique for our industry, and facilitates review at the total working capital level. The $37.3 million decrease in cash flows relating to changes in our working capital accounts was due simply to the timing of cash receipts and payments within our working capital accounts and is not indicative of any known trend or fundamental change to the underlying business.

We used $632.5 million of cash and cash equivalents for investing activities during the six months ended April 1, 2011 as compared to $406.1 million during the corresponding period last year. The $226.4 million increase in cash used for investing activities for the six months ended April 1, 2011 as compared to the corresponding period last year was due to increased business acquisition activity.

During the six months ended April 1, 2011, we acquired certain operations within the process and construction business of Aker Solutions ASA. We also acquired TechTeam Government Solutions, Inc., Sula Systems Ltd., Damon S. Williams Associates, L.L.C., and two other smaller niche engineering and design firms.

Our financing activities resulted in net cash inflows of $364.5 million during the six months ended April 1, 2011. This compares to net cash inflows of $92.8 million during the corresponding period last year. The $271.7 million net increase in cash flows from financing activities during the six months ended April 1, 2011 as compared to the corresponding period last year was due primarily to the financing of the acquisition of the Aker Entities.

We believe we have adequate liquidity and capital resources to fund our operations, support our acquisition strategy, and service our debt for the next twelve months. We had $747.9 million in cash and cash equivalents at April 1, 2011, compared to $938.8 million at October 1, 2010. Our consolidated working capital position at April 1, 2011 was $1.4 billion, a decrease of $80.4 million from October 1, 2010. We have a long-term, unsecured, revolving credit facility providing up to $290.0 million of debt capacity, under which approximately $39.0 million was utilized at April 1, 2011 in the form of direct borrowings and letters of credit. We believe that the capacity, terms and conditions of our long-term revolving credit facility, combined with other committed and uncommitted facilities we have in place, are adequate for our working capital and general business requirements.

Page 20

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We do not enter into derivative financial instruments for trading, speculation or other purposes that would expose us to market risk. As more fully discussed below and in Item 1A—Risk Factors of our 2010 Form 10-K (beginning on page 19 thereto), our results of operations are exposed to risks associated with fluctuations in interest rates and currency exchange rates.

Interest Rate Risk

Our primary source for long-term credit is a $290.0 million, long-term, unsecured revolving credit facility. The total amount outstanding under this facility in the form of direct borrowings at April 1, 2011 was $10.2 million. This agreement expires in May 2012, and provides for both fixed-rate and variable-rate borrowings. Our objectives in managing our interest rate risk are to limit the impact of interest rate changes on earnings and cash flows, and to lower our overall borrowing costs. To achieve these objectives, we continuously monitor changes in interest rates, and use cash provided from operations to re-pay our borrowings as quickly as possible. Furthermore, the Company can use a combination of both fixed rate and variable rate debt to manage our exposure to interest rate risk.

Foreign Currency Risk

In situations where our operations incur contract costs in currencies other than their functional currency, we attempt to have a portion of the related contract revenues denominated in the same currencies as the costs. In those situations where revenues and costs are transacted in different currencies, we sometimes enter into foreign exchange contracts in order to limit our exposure to fluctuating foreign currencies. The Company does not currently have exchange rate sensitive instruments that would have a material effect on our consolidated financial statements or results of operations.

Item 4. Controls and Procedures.

The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as defined by Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of April 1, 2011, the end of the period covered by this Quarterly Report on Form 10-Q (the “Evaluation Date”). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the Evaluation Date.

There were no changes in the Company’s internal control over financial reporting during the quarter ended April 1, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Page 21

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

In the normal course of business, we are subject to certain contractual guarantees and litigation. The guarantees to which we are a party generally relate to project schedules and plant performance. Most of the litigation in which we are involved has us as a defendant in workers’ compensation; personal injury; environmental; employment/labor; professional liability; and other similar lawsuits.

We maintain insurance coverage for various aspects of our business and operations. We have elected, however, to retain a portion of losses that occur through the use of various deductibles, limits, and retentions under our insurance programs. This situation may subject us to some future liability for which we are only partially insured, or completely uninsured. We intend to mitigate any such future liability by continuing to exercise prudent business judgment in negotiating the terms and conditions of our contracts.

Additionally, as a contractor providing services to the United States federal government and several of its agencies, we are subject to many levels of audits, investigations, and claims by, or on behalf of, the U.S. federal government with respect to our contract performance, pricing, costs, cost allocations, and procurement practices. Furthermore, our income, franchise, and similar tax returns and filings are also subject to audit and investigation by the Internal Revenue Service, most states within the United States as well as by various government agencies representing jurisdictions outside the United States.

We record in our Consolidated Balance Sheets amounts representing our estimated liability relating to such claims, guarantees, litigation, and audits and investigations. We perform an analysis to determine the level of reserves to establish for insurance-related claims that are known and have been asserted against us, and for insurance-related claims that are believed to have been incurred based on actuarial analysis, but have not yet been reported to our claims administrators as of the respective balance sheet dates. We include any adjustments to such insurance reserves in our consolidated results of operations.

Management believes, after consultation with counsel, that such guarantees, litigation, United States government contract-related audits, investigations and claims, and income tax audits and investigations should not have any material adverse effect on our consolidated financial statements.

On August 1, 2007 the I-35W bridge in Minneapolis, Minnesota suffered a tragic collapse. The bridge was designed and built in the early 1960’s. Sverdrup & Parcel and Associates, Inc. (“Sverdrup & Parcel”) provided design services to the Minnesota Department of Transportation (“MnDOT”) on the bridge. Sverdrup & Parcel was a predecessor company to Sverdrup Corporation, a company acquired by Jacobs in 1999. Several lawsuits have been filed against a consultant who had been providing engineering analyses of the bridge prior to its collapse, and against a contractor who was providing maintenance and construction work on the bridge at the time of its collapse. No lawsuits have been filed directly against the Company by any of the primary plaintiffs. The consultant and the contractor have filed suit against the Company claiming that the Company was liable for negligent design services by Sverdrup & Parcel, and against MnDOT claiming that MnDOT had an obligation to inspect, maintain and repair the bridge and that it failed to do so. MnDOT filed a suit against the Company, the consultant, and the contractor claiming that it is entitled to be indemnified for amounts that it paid out under its Victims Compensation Fund, and demanding that the Company share in the $37 million that MnDOT has paid to settle with the primary plaintiffs.

Page 22

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

The contractor’s suit against the Company has been dismissed without any compensation being paid by the Company. We understand that the consultant has settled all of the plaintiffs’ and MnDOT’s claims against it. We understand that the contractor has settled all of the plaintiffs’ and MnDOT’s claims against it. The consultant’s suit against the Company demands the Company share in the $52 million that the consultant has paid to settle with the primary plaintiffs. The Company’s motions to dismiss the claims against it by the consultant and MnDOT based on the State Statute of Repose and other basis were denied by the trial court. The Company filed an appeal. The appellate court reversed the trial court and granted the Company’s motion to dismiss the consultant’s claim. The consultant petitioned the Minnesota Supreme Court to grant review. The appellate court upheld the trial court’s decision denying the Company’s motion to dismiss MnDOT’s claim. The Company petitioned the Minnesota Supreme Court to grant review. The Minnesota Supreme court granted the petition for review in both matters. Oral argument was held on April 11, 2011. The Company does not expect this matter to have any material adverse effect on its consolidated financial statements.

Item 1A. Risk Factors.

Please refer to Item 1A—Risk Factors on pages 19 through 29 of our 2010 Form 10-K, which is incorporated herein by reference. There have been no material changes from those risk factors previously disclosed in our 2010 Form 10-K.

Page 23

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

Item 6. Exhibits

(a) Exhibits

10.1 –	Term Loan Agreement dated January 27, 2011 between Jacobs Engineering U.K. Limited and Royal Bank of Scotland Finance (Ireland).
10.2 –	Senior Term Loan Facility dated January 26, 2011 between Jacobs Nederland B.V. and BNP Paribas.
10.3 –	Senior Term Loan Facility dated January 26, 2011 between Jacobs Engineering U.K. Limited and Bank of America, N.A., London Branch.
10.4 –	Senior Term Loan Facility dated January 26, 2011 between Jacobs Australia Pty Limited Limited and Bank of America, N.A., Australian Branch.
10.5 –	Form of Guaranty among certain subsidiaries of Jacobs Engineering Group Inc. and Royal Bank of Scotland Finance (Ireland), BNP Paribas, Bank of America, N.A., London Branch, and Bank of America, N.A., Australian Branch.
10.6 –#	Employment Agreement dated December 23, 2010 between Jacobs Engineering Group Inc. and Gary Mandel.
31.1 –	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 –	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 –	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 –	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

* Certain appendices have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of any of the omitted appendices to the SEC upon request.

# Management contract or compensatory plan or arrangement.

Page 24

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

JACOBS ENGINEERING GROUP INC.

By:	/s/ John W. Prosser, Jr.
	John W. Prosser, Jr.
	Executive Vice President
	Finance and Administration
	and Treasurer
	(Principal Financial Officer)

Date: April 29, 2011

Page 25

EX-10.1

Exhibit 10.1

DATED 27/1/2011

ROYAL BANK OF SCOTLAND FINANCE (IRELAND)

JACOBS ENGINEERING U.K. LIMITED

TERM LOAN AGREEMENT

Freshfields Bruckhaus Deringer LLP

65 Fleet Street

London EC4Y 1HS

CONTENTS

Clause		Page
1.	DEFINITIONS		1
2.	AVAILABILITY AND CANCELLATION		4
3.	UTILISATION		5
4.	INTEREST		5
5.	REPAYMENT AND PREPAYMENT		7
6.	PAYMENTS		8
7.	INCREASED COSTS		8
8.	CONDITIONS PRECEDENT TO LOAN		9
9.	REPRESENTATIONS AND WARRANTIES		11
10.	UNDERTAKINGS		12
11.	EVENTS OF DEFAULT		14
12.	GUARANTEE MATTERS		16
13.	FEES, EXPENSES AND INDEMNITIES		16
14.	NOTICES		18
15.	MISCELLANEOUS		18
16.	LAW		19
SCHEDULE 1 MANDATORY COST FORMULAE			22
SCHEDULE 2 FORM OF GUARANTEE			24
SCHEDULE 3			25

THIS IS AN IMPORTANT DOCUMENT WHICH SETS OUT THE TERMS AND CONDITIONS OF THE FACILITY. WE RECOMMEND THAT YOU TAKE INDEPENDENT LEGAL ADVICE IF YOU HAVE ANY DOUBTS REGARDING THE TERMS AND CONDITIONS OUTLINED.

THIS AGREEMENT is made between:

(1) JACOBS ENGINEERING U.K. LIMITED; and

(2) ROYAL BANK OF SCOTLAND FINANCE (IRELAND).

by which it is agreed as follows:

1. DEFINITIONS

1.1 This Agreement sets out the terms and conditions upon and subject to which the Bank agrees to make available to the Borrower for the purpose of funding part of the acquisition of the “Process and Construction” businesses from Norwegian-owned engineering company, Aker Solutions ASA a term loan facility of £61,000,000 in terms of which the Bank will make Loans to the Borrower in Sterling.

1.2 In this Agreement unless the context otherwise requires:

Bank means Royal Bank of Scotland Finance (Ireland) and its successors and assigns;

Bank Office means office of the Bank at Third Floor, Ulster Bank Group Centre, George’s Quay, Dublin 2 or such other office/address as the Bank may notify to the Borrower from time to time;

Borrower means Jacobs Engineering U.K. Limited, Company Number 02594504;

Breakage Costs means any loss, cost or expense incurred by the Bank (excluding any loss of anticipated profits but including any loss or expense arising from the liquidation or reemployment of funds obtained by the Bank to maintain the relevant Loan or from fees payable to terminate the deposits from which such funds were obtained) as a result of (i) any continuation, payment or prepayment of the Loan on a day other than the maturity day of the Loan therefor (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or (ii) any failure by the Borrower (for a reason other than the failure of the Bank to make the Loan when all conditions to making such Loan have been met by the Borrower in accordance with the terms hereof) to prepay, borrow, or continue the Loan on a date or in the amount notified by the Borrower. The certificate of the Bank as to its costs of funds, losses and expenses incurred shall be conclusive absent manifest error;

Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in London and Dublin;

Commitment Period means the period commencing on the last date on which this Agreement is signed and ending 6 weeks thereafter or such other date as may be agreed by the Bank pursuant to Clause 2;

Page 1

Compliance Certificate means the certificate substantially in the form of Exhibit D to the Incorporated Agreement (notwithstanding any amendment, variation, restatement, rescission or termination of the Incorporated Agreement after the date of the JEG Facility Agreement);

“Default” means an Event of Default or any event or circumstance specified in Clause 11 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing) be an Event of Default.

Event of Default means any of the events described in Clause 11;

Facility means the term loan facility provided pursuant to this Agreement;

Facility Amount means £61,000,000 or such lesser amount as may result from the cancellation of any portion of the Facility pursuant to Clause 2;

Guarantee means a guarantee in the form of Guarantee attached as Schedule 2 hereto;

Guarantee Event of Default means any party to this Agreement or the Guarantee failing to comply with any covenant or agreement in the Guarantee within any applicable grace periods, including any covenant or agreement incorporated by reference therein pursuant to Section 11 thereof (and, in that regard, all covenants or agreements in the Guaranty incorporated by reference to the Incorporated Agreement as to which there exists an applicable grace or cure period in the Incorporated Agreement (notwithstanding any amendment, waiver, variation, restatement, rescission or termination of the Incorporated Agreement after the date of the JEG Facility Agreement) shall be deemed to include a corresponding grace or cure period, and it being understood and agreed that any notice requirement set forth in the Incorporated Agreement shall be met by the Bank giving the applicable notice to the Borrower hereunder);

Guarantor means Jacobs and each person executing and delivering the Guarantee;

Incorporated Agreement means the Credit Agreement dated as of December 15, 2005 by and among Jacobs and certain of its subsidiaries as borrowers, Bank of America, NA, as the Administrative Agent, U.S. Swing Line Lender and L/C Issuer, The Bank of Nova Scotia, as the Canadian Facility Agent and Canadian Swing Line Lender, BNP Paribas and Wachovia Bank as co-syndication agents, and lender from time to time party thereto;

Jacobs means Jacobs Engineering Group Inc, a Delaware corporation;

JEG Facility Agreement means the facility agreement between the Bank and JEG Acquisition Company Limited dated 28 January 2010 as amended from time to time;

Leverage Ratio has the same meaning as Consolidated Leverage Ratio as defined in the Incorporated Agreement (notwithstanding any amendment, variation, restatement, rescission or termination of the Incorporated Agreement after the date of the JEG Facility Agreement);

Page 2

LIBOR means (a) the percentage rate per annum of the offered quotations in Sterling and applicable for the relevant duration of the Loan which appears on the page of the Reuter Money Rates Service Screen which displays an average British Bankers Association Interest Settlement Rate (being currently “LIBOR01” and subsequent pages) (or such other page or service as may replace such page(s)) for the purpose of displaying an average British Bankers Association Interest Settlement Rate for such currency as the Bank shall select) as at 11.00 a.m. on the first day of such period of the Loan; or (b) if in any case no such display rate is then available, the rate determined by the Bank at which it is offered deposits in Sterling and for the Interest Period by prime banks in the London interbank market at or about 11.00 a.m. on the first day of such period of the Loan;

Loan means any utilisation pursuant to Clause 3 provided that any combination of such utilisations that have interest periods that end on the same day shall be considered to be a single “Loan”;

Mandatory Costs has the meaning set forth in Schedule 1 hereto;

Margin has the meaning as set out in Clause 4.2;

Material Adverse Effect means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, or condition (financial or otherwise) of the Borrower or Jacobs or Jacobs and its subsidiaries taken as a whole; (b) a material impairment of the ability of the parties to this Agreement, taken as a whole, to perform their obligations under Guarantee of this Agreement; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any party to this Agreement or Guarantee to which it is a party;

Maturity Date means 1 May 2012.

Sterling and the sign £ mean the lawful currency of the United Kingdom;

Subsidiary shall have the meaning ascribed to it in Section 736 of the Companies Act 1985, an Act of Parliament of the United Kingdom;

Unpaid Sum means any sum due and payable but unpaid by a Borrower under this Agreement.

1.3 Unless a contrary indication appears, a reference in this Agreement to:

(a) a document in “agreed form” is a document which is previously agreed in writing by or on behalf of the Borrower and the Bank or, if not so agreed, is in the form specified by the Bank;

(b) “assets” includes present and future properties, revenues and rights of every description;

(c) “guarantee” means (other than in Clause 12 (Guarantee matters)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any

Page 3

person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

(d) “indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(e) a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality) of two or more of the foregoing;

(f) a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

(g) a provision of law is a reference to that provision as amended or re-enacted; and

(h) a time of day is a reference to London time.

1.4 Section, Clause and Schedule headings are for ease of reference only and shall be ignored in construing this Agreement.

1.5 A Default (other than an Event of Default) is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has not been remedied or waived.

1.6 Unless the context otherwise requires, words denoting the singular number only shall include the plural and vice versa.

1.7 A reference in this Agreement to an “amendment” shall include a reference to an amendment, variation, waiver, supplement, restatement, rescission, termination or any other modification.

1.8 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce, or enjoy the benefit of any term of this Agreement.

2. AVAILABILITY AND CANCELLATION

2.1 The Commitment. Subject to the terms and conditions set forth herein, the Bank agrees to make available to the Borrower for drawing during the Commitment Period a term loan denominated in Pounds Sterling in a principal amount not exceeding £61,000,000 (the Commitment).

2.2 The Commitment Period. The Borrower shall during the Commitment Period by notice to the Bank Office be entitled without penalty to cancel any unutilised portion of the Facility. Such notice shall be unconditional and irrevocable. Any portion cancelled shall not be available for drawing and the Facility Amount shall be reduced

Page 4

accordingly. All amounts outstanding under the Facility shall be repaid in full on the Maturity Date.

3. UTILISATION

3.1 Borrowings and Continuations. The Borrower may request that the Facility is made available by way of Loans during the Commitment Period up to the Commitment by issuing an irrevocable request as detailed in Clause 3.2.

3.2 Each request for a Loan shall be made to David Green (or such other person as the Bank may specify in writing) at the Bank Office specifying:

(a) the amount of the Loan which shall be not less than £10,000,000 or such other amount which is acceptable to the Bank; and

(b) the date on which the Loan is required, which must be a Business Day; and

(c) the interest period that is selected with respect to the Loan, which shall be one, two three or six months (or such other duration which is acceptable by the Bank) subject to the proviso that the duration of any Loan shall not extend beyond the Maturity Date.

3.3 Each request shall be unconditional and irrevocable and unless otherwise agreed by the Bank shall require to be received in respect of a Loan denominated in Sterling not later than 11 a.m. (London Time) on the date on which the Loan is required.

3.4 No more than three Loans shall be outstanding at any time.

3.5 If the Borrower maintains an account with the Bank then the Bank may, at the election of the Borrower, credit the proceeds of each Loan to such an account. The details of each Loan shall be confirmed to the Borrower in writing by the Bank.

4. INTEREST

4.1 The Borrower shall in respect of each Loan pay to the Bank at the end of the interest period for that Loan interest at a percentage rate per annum which is equivalent to the aggregate of:

(a) the Margin above LIBOR calculated in accordance with Clause 4.2; and

(b) Mandatory Costs. A certificate by the Bank as to the amount of such cost shall be conclusive in the absence of manifest error.

4.2 The Margin is equal to the rate per annum set out in the table below as determined by the Leverage Ratio.

Leverage Ratio	Margin
£1.25:1		0.75	%
>1.25:1 but £1.75:1		0.975	%
>1.75:1 but £2.25:1		1.125	%

Page 5

>2.25:1 1.375 % 

Any increase or decrease in the Margin resulting from a change in the Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b) of the Incorporated Agreement (notwithstanding any amendment, variation, restatement, rescission or termination of the Incorporated Agreement after the date of the JEG Facility Agreement), a copy of which shall be delivered at the same time to the Bank provided that if a Compliance Certificate is not delivered when due in accordance with such Section, then a Margin of 1.375% shall apply as of the First Business Day after the date on which such Compliance Certificate was required to have been delivered. The Margin as at the date of this agreement shall be 0.75%.

4.3 Interest on each Loan shall be calculated on a daily basis and on a year of 365 days and shall be paid at the end of the interest period for the relevant Loan.

4.4 If the Bank is unable (whether due to any change in operation or structure of the London Interbank Market or any other reason) to quote LIBOR the Bank shall offer a rate equal to the aggregate of:

(a) the Margin above the rate representing the cost to the Bank of funding the Loan from whatever source it may reasonably select; and

(b) Mandatory Costs.

The Bank shall promptly notify the Borrower of any such circumstances and the rate to apply.

4.5 Notwithstanding the foregoing, if the Borrower fails to pay any amount payable by it under this Agreement, it shall forthwith on demand by the Bank, pay interest on the overdue amount from the due date up to the date of actual payment, both before and after judgment, at a rate (the default rate) determined by the Bank to be two per cent per annum above the higher of:

(a) the interest rate set forth above as applicable immediately before the due date; and

(b) the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan of such duration as the Bank may determine (each a Designated Term).

The default rate will be determined on each Business Day or the first day of, or two Business Days before the first day of, the relevant Designated Term, as appropriate. In no case shall interest hereunder exceed the amount that the Bank may charge or collect under applicable law.

Page 6

5. REPAYMENT AND PREPAYMENT

Repayment

5.1 The Facility shall be repaid on the Maturity Date together with interest accrued thereon. The Borrower shall make all payments required hereunder not later than 11:00 am (London time) on the date of payment in same day funds in Pounds Sterling at the office of the Bank from time to time designated in writing.

Prepayments

5.2 The Borrower may, upon three Business Days’ notice (or such lesser time as the Bank may agree) prepay any Loan, in whole or in part, without premium or penalty, on any Business Day; provided that the Borrower pays all Breakage Costs (if any) associated with such prepayment on the date of such prepayment. Prepayments must be accompanied by a payment of interest on the amount so prepaid. Prepayments must be in a principal amount of £5,000,000 or a whole multiple of £1,000,000 in excess thereof, or for the entire amount of the Loan and related obligations then outstanding.

Illegality

5.3 If it becomes unlawful in any applicable jurisdiction for the Bank to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan:

(a) that Bank shall promptly notify the Borrower upon becoming aware of that event and the Commitment shall be immediately cancelled; and

(b) the Borrower shall repay the Loans on the last day of the Interest Period for each Loan occurring after the Bank has notified the Borrower.

Change of Control

5.4 If any person or group of persons acting in concert gains control of the Borrower or Jacobs, the Borrower shall promptly notify the Bank upon becoming aware of that event.

5.5 After a change of control, if the Bank so requires, it must, by giving not less than 30 days’ prior notice to the Borrower:

(a) cancel the Commitment; and

(b) declare all outstanding Loans, together with accrued interest and all other amounts accrued under the Facility to be immediately due and payable.

Any such notice will take effect in accordance with its terms.

5.6 For the purpose of Clause 5.5 control has the meaning given to it in section 416 of the Income and Corporation Taxes Act 1988 Income and Corporation Taxes Act 1988.

Page 7

5.7 For the purpose of Clause 5.5 acting in concert has the meaning given to it in the City Code on Takeovers and Mergers.

6. PAYMENTS

6.1 All payments to be made by the Borrower under this Agreement shall be made on the due date, in immediately available funds to the account of the Bank or such correspondent bank as the Bank may direct or otherwise as the Bank may direct. All payments relative to a Loan shall, unless otherwise agreed by the Bank, be made in the currency relative to the Loan and any payments made in a different currency will be converted to the currency of the Loan at the prevailing market rate of exchange as determined by the Bank on the date of receipt.

6.2 All payments by the Borrower to the Bank hereunder shall be made to the Bank in full without set-off or counterclaim and free and clear of and exempt from, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, duties or charges of whatsoever nature imposed by any government or any political subdivision or taxing authority thereof. The Borrower shall reimburse the Bank for any taxes imposed on or withheld from such payments (other than taxes imposed on the Bank’s income, and franchise taxes imposed on the Bank, by the jurisdiction under the laws of which the Bank is organized or any political subdivision thereof).

7. INCREASED COSTS

7.1 If by reason of (i) the introduction of or any change in law or its interpretation or administration and/or (ii) compliance with any request or requirement of any central bank or other fiscal, monetary or other authority (including without limitation, a request or requirement which affects the manner in which the Bank allocates capital resources to its obligations hereunder):

(a) the Bank incurs a cost as a result of entering into this Agreement performing its obligations and/or assuming or maintaining its commitment hereunder and/or making the Facility available; or

(b) the Bank is unable to obtain the rate of return on its overall capital which it would have been able to achieve but for its entering into this Agreement, performing its obligations and/or assuming or maintaining its commitment hereunder and/or making the Facility available;

(c) or there is any increase in the cost to the Bank of funding or maintaining all or any of the Loans comprised in a class of Loans formed by or including the Facility; or

(d) the Bank incurs a cost as a result of its having made the Facility available or the Bank becomes liable to make any payment on account of tax or otherwise (other than a tax imposed on its overall net income) on or calculated by reference to the amount of the Facility and/or any sum received or receivable by it hereunder, or any liability in respect of any such payment is imposed, levied or assessed against the Bank,

Page 8

then the Borrower shall from time to time within three Business Days of a demand by the Bank, pay to the Bank amounts sufficient to indemnify the Bank against, as the case may be, (i) such costs, (ii) such reduction in the rate of return (or such proportion of such reduction as is in the opinion of the Bank attributable to its obligations hereunder), (iii) such increased costs (or such proportion of such increased costs as is, in the opinion of the Bank, attributable to its funding the Facility), or (iv) such cost or liability (or such proportion thereof as is, in the opinion of the Bank, attributable to making the Facility available); provided that in no event shall the aggregate amount of the Borrower’s obligations to the Bank under this Clause 7.1 exceed the amount that would be payable by the Borrower under this Clause 7.1 if The Royal Bank of Scotland plc, acting by and through a United Kingdom office, branch or agency, was the “Bank” hereunder.

7.2 The Borrower shall reimburse or compensate, without duplication, the Bank, upon demand, for all costs incurred, losses suffered or payments made by the Bank which are applied or reasonably allocated by the Bank to the transactions contemplated herein (all as determined by the Bank in its reasonable discretion) by reason of any and all future reserve, deposit, capital adequacy or similar requirements against (or against any class of or change in or in the amount of) assets, liabilities or commitments of, or extensions of credit by, the Bank; and compliance by the Bank with any directive, or requirements from any regulatory authority, whether or not having the force of the law; provided that in no event shall the aggregate amount of the Borrower’s obligations to the Bank under this Clause 7.2 exceed the amount that would be payable by the Borrower under this Clause 7.2 if The Royal Bank of Scotland plc, acting by and through a United Kingdom office, branch or agency, was the “Bank” hereunder.

7.3 If the Bank makes a claim pursuant to Clause 7.1 or 7.2 it shall promptly after it becomes aware of the circumstances giving rise to such claim deliver to the Borrower a certificate to that effect setting out in reasonable detail the basis of such claim. This certificate shall be conclusive in the absence of manifest error.

7.4 If the Borrower or a Guarantor requests an amendment, waiver or consent or an amendment is required pursuant to the terms of this Agreement, the Borrower shall promptly following a request from the Bank, reimburse the Bank for its reasonable costs and expenses in responding to, evaluating, negotiating or complying with that request or requirement.

7.5 The Bank shall consider in good faith any request from the Borrower for an amendment, waiver or consent under this Agreement that is on substantially same terms, mutatis mutandis, as an amendment, waiver or consent that has been agreed to in accordance with the terms of the Incorporated Agreement, provided that this clause does not limit the Bank’s right to make any decision and/or impose any conditions in relation such amendment, waiver or consent in its sole and absolute discretion.

8. CONDITIONS PRECEDENT TO LOAN

Conditions Precedent to Initial Loan

8.1 As a condition precedent to the initial utilisation of the Facility, the Bank must receive the following from the Borrower in form satisfactory to the Bank:

Page 9

(a) executed counterparts of the Agreement;

(b) executed counterparts of the Guarantees;

(c) a copy of the constitutional documents of the Borrower and each Guarantor;

(d) a copy of a resolution of the board of directors of the Borrower and each Guarantor:

(i) approving the terms of, and the transactions contemplated by, the Agreement and the Guarantees to which it is a party and resolving that it execute the Agreement and the Guarantees to which it is a party;

(ii) authorising a specified person or persons, or a person incumbent in a specified office or offices, to execute the documents to which it is a party on its behalf; and

(iii) authorising a specified person or persons, or a person incumbent in a specified office or offices, on its behalf, to sign and/or despatch all documents and notices (including, without limitation any utilisation request) to be signed and/or despatched by it under or in connection with the documents to which it is a party;

(e) a specimen of the signature of each person authorised by the resolution referred to in paragraph (d) above;

(f) a certificate of the Borrower (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Commitments would not cause any borrowing, guaranteeing or similar limit binding on the Borrower or any Guarantor to be exceeded;

(g) opinions of counsel addressed to the Bank in a form and substance acceptable to the Bank (which opinions may be rendered by internal counsel to the Bank) (the Opinions);

(h) an opinion from US legal counsel on inter alia the validity and enforceability of the Guarantee executed by any Guarantor incorporated in any state of the United States of America;

(i) an arrangement fee equal to 8 basis points of the Commitment to be paid on the date of this Agreement; and

(j) such other documents and certificates as the Bank may reasonably request.

Conditions to Each Borrowing

8.2 As a condition precedent to each borrowing (including the initial borrowing) of any Loan:

(a) the Borrower must furnish the Bank with a Notice of Borrowing in the form of Schedule 3 hereto;

Page 10

(b) each representation and warranty set forth in Clause 9 below shall be true and correct in all material respects as if made on the date of such borrowing; and

(c) no Default or Event of Default shall have occurred and be continuing on the date of such borrowing.

8.3 Each Notice of Borrowing shall be deemed a representation and warranty by the Borrower that the conditions referred to in paragraphs (b) and (c) above have been met.

9. REPRESENTATIONS AND WARRANTIES

9.1 The Borrower represents and warrants that:

Existence and Qualification; Power; Compliance with Laws

9.2 It (i) is a corporation duly organized or formed, validly existing and in good standing under the laws of England and Wales, and (ii) is in compliance with all laws, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Power; Authorization; Enforceable Obligations

9.3 The execution, delivery and performance of this Agreement and the Guarantee by the Borrower and the Guarantor are within its respective powers and have been duly authorised by all necessary action, and this Agreement is and the Guarantee, when executed, will, subject to any reservations and qualifications set out in the Opinions, be legal, valid and binding obligations of the Borrower and the Guarantor enforceable in accordance with their respective terms. The execution, delivery and performance of this Agreement and the Guarantee are not in contravention of law or of the terms of the Borrower’s organizational documents and will not result in the breach of or constitute a default under, or result in the creation of a lien under any indenture, agreement or undertaking to which the Borrower is a party or by which it or its property may be bound or affected in circumstances where such contravention could reasonably be expected to have a Material Adverse Effect.

No Material Litigation

9.4 No litigation or governmental proceeding is pending or, to the best knowledge of the Borrower, threatened in writing by or against the Borrower which could reasonably be expected to have a Material Adverse Effect.

No default.

9.5 No Default or Event of Default has occurred and is continuing.

No filing or stamp taxes

9.6 Under the law of the jurisdiction of incorporation of the Borrower and the Guarantor it is not necessary that this Agreement or the Guarantee be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp,

Page 11

registration or similar tax be paid on or in relation to this Agreement or the Guarantee or the transactions contemplated by them.

Environmental Matters

9.7 All facilities owned or leased by the Borrower or its subsidiaries have been and continue to be in material compliance with all material and applicable environmental laws and regulations.

Use of Proceeds

9.8 The proceeds of the Loan will be used solely to acquire part of the “Process and Construction” businesses from Norwegian-owned engineering company, Aker Solutions ASA, so long as such use is not in contravention of any requirement of law or of this Agreement of the Guarantee.

Pari passu ranking

9.9 The payment obligations of the Borrower under this Agreement and the Guarantor under the Guarantee rank at least pari passu with the claims of all other unsecured and unsubordinated creditors of the Borrower and the Guarantor respectively, except for obligations mandatorily preferred by law applying to companies generally.

Full Disclosure

9.10 No written statement made by the Borrower to the Bank in connection with this Agreement, or in connection with the Loan, contains any untrue statement of a material fact or omits a material fact necessary to make the statement made not misleading.

10. UNDERTAKINGS

10.1 The undertakings in this Clause 10 shall continue in effect for so long as the Agreement remains in force.

Use

10.2 The Borrower shall use the Facility for the purpose specified in Clause 1.1.

Information

10.3 The Borrower shall deliver, or cause to be delivered, to the Bank:

(a) the financial statements, reports, notices and certifications required under Sections 6.01, 6.02 and 6.03 of the Incorporated Agreement (notwithstanding any amendment, variation, restatement, rescission or termination of the Incorporated Agreement after the date of the JEG Facility Agreement);

(b) promptly upon the Borrower’s obtaining knowledge of any Default, a certificate of the chief financial officer or a director of the Borrower setting forth the

Page 12

details thereof and any action that the Borrower is taking or proposes to take with respect thereto; and

(c) from time to time such additional information regarding the financial condition or business of the Borrower as the Bank may reasonably request.

Other Affirmative Covenants

10.4 The Borrower shall:

(a) preserve and maintain all of its rights, privileges, and franchises necessary in the normal conduct of its business;

(b) comply with the requirements of all applicable laws, rules, regulations, and orders of governmental authorities;

(c) pay and discharge when due all taxes, assessments, and governmental charges or levies imposed on it or on its income or profits or any of its property, except for any such tax, assessment, charge, or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained;

(d) maintain all of its properties owned or used in its business in good working order and condition wear and tear excepted;

(e) upon reasonable prior written notice, permit representatives of the Bank, during normal business hours, to examine, copy, and make extracts from its books and records, to inspect its properties, and to discuss its business and affairs with its officers, directors, and accountants;

(f) maintain insurance in such amounts, with such deductibles, and against such risks as is customary for similarly situated businesses; and

(g) promptly upon the request of the Bank supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Bank in order for it to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated under this Agreement.

Negative Covenant

10.5 The Borrower shall not merge or consolidate with or into any Person or liquidate, wind-up or dissolve itself, or permit or suffer any liquidation or dissolution, or sell all or substantially all of its assets provided that the Borrower may (i) undertake such actions necessary or desirable to acquire the part of “Process and Construction” businesses from Norwegian-owned engineering company, Aker Solutions ASA, and (ii) merge with another Person where the Borrower is the surviving entity of such merger. The Borrower shall procure that no substantial change is made to the general nature of its business from that carried on at the date of this Agreement

Page 13

11. EVENTS OF DEFAULT

11.1 The following are Events of Default:

(a) the Borrower fails to pay any principal or interest on the Loan, or any portion thereof, within three days after the date when due; or the Borrower fails to pay any other fee or amount payable to the Bank this Agreement and the Guarantee, or any portion thereof, within five days after the due date; or

(b) the Borrower fails to perform or observe any term, covenant or agreement contained in Clause 10 hereof, and in the case of clauses 10.4(a), (b), (c), (d) or (e), such failure, if capable of remedy, is not remedied within 30 days of the Borrower becoming aware of the same; or

(c) the Borrower fails to perform or observe any other covenant or agreement (not specified above) contained in this Agreement and the Guarantee on its part to be performed or observed and such failure continues for 30 days; or

(d) any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower herein, or by any party to this Agreement or the Guarantee or in any document delivered in connection herewith or therewith shall be incorrect or misleading when made or deemed made; or

(e) the occurrence of any Guarantee Event of Default; or

(f) the Borrower or any of its Subsidiaries (i) fails to make any payment in respect of any indebtedness (other than indebtedness hereunder) or Guarantee obligation (as applicable), in either case having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) in excess of $15,000,000 or equivalent, when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), or (ii) fails to observe or perform any other agreement or conditions relating to any such indebtedness or Guarantee obligation or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur, the effect of which default or other event is to cause, or permit the holder or holders of such indebtedness or beneficiary or beneficiaries of such Guarantee obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such indebtedness to be demanded or become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such indebtedness to be made, prior to its stated maturity, or such guarantee obligation to become payable or cash collateral in respect thereof to be demanded; or

(g) the occurrence of an Event of Default under and as defined in the Incorporated Agreement (notwithstanding any amendment, variation, restatement, rescission or termination of the Incorporated Agreement after the date of the JEG Facility Agreement); or

Page 14

(h) the Borrower or any of its Subsidiaries (if any) is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or the Borrower or any of its Subsidiaries otherwise becomes insolvent or suspends making payments to all or any class of its creditors or announces an intention to do so; or

(i) any distress, diligence, execution, attachment or other legal process affects the whole or a material part of the assets of the Borrower or any of its Subsidiaries (if any) and is not discharged within 21 days; or

(j) a receiver or similar officer is appointed of the whole or any part of the assets of the Borrower or any of its Subsidiaries (if any) or the Borrower or any of its Subsidiaries requests any person to appoint such a receiver or similar officer or any other steps are taken to enforce any charge or other security over any of the property of the Borrower or any of its Subsidiaries or any analogous event takes place under another jurisdiction; or

(k) any order is made or any resolution is passed or a petition is presented or application is made or other steps are taken in any jurisdiction for:

(i) the winding up, dissolution or liquidation of the Borrower or any of its Subsidiaries (if any) other than for the purpose of a reconstruction or amalgamation the terms of which have previously been approved by the Bank in writing; or

(ii) the making of an administration order or there is served on any person a notice of intention to appoint an administrator or any such appointment is made in relation to the Borrower or any of its Subsidiaries (if any); or

(l) any steps are taken by another creditor to repossess any goods in the possession of the Borrower or any of its Subsidiaries (if any) under any hire purchase, conditional sale, leasing, retention of title or similar agreement; or

(m) one or more final judgments against the Borrower or any of its Subsidiaries is entered for the payment of money in an aggregate amount (as to all such judgments) in excess of $25,000,000 and such judgment remains unsatisfied without procurement of a stay of execution within 10 calendar days after the date of entry of judgment; or

(n) this Agreement or the Guarantee, at any time after its execution and delivery and for any reason other than the agreement of the Bank or satisfaction in full of all the indebtedness hereunder, ceases to be in full force and effect or is declared by a court of competent jurisdiction to be null and void, invalid or unenforceable in any respect; or the Borrower or any party to the Guarantee denies that it has any or further liability or obligation under this Agreement or the Guarantee, or purports to revoke, terminate or rescind any this Agreement or the Guarantee;

(o) the Borrower fails to be a wholly-owned direct or indirect subsidiary of Jacobs; or

Page 15

(p) either this Agreement or the Guarantee, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or satisfaction in full of all the obligations hereunder, ceases to be in full force and effect; or any of the Borrower or any party to the Guarantee or any other person contests in any manner the validity or enforceability of either this Agreement or the Guarantee; or any of the Borrower or any party to the Guarantees denies that it has any further liability or obligation under this Agreement or the Guarantee, or purports to revoke, terminate or rescind wither this Agreement or the Guarantee.

11.2 Upon the occurrence and during the continuance of an Event of Default, the Bank may by written notice to the Borrower declare the Commitment to be terminated, whereupon the Commitment shall be terminated, and/or declare all sums outstanding hereunder and under the Guarantee, including all interest thereon, to be immediately due and payable, whereupon the same shall become and be immediately due and payable; provided, however, that upon the occurrence of Event of Default under Clause 11.1(h) - (i) above, the Commitment shall automatically terminate, and all sums outstanding hereunder and under the Guarantee, including all interest thereon, shall become and be immediately due and payable.

12. GUARANTEE MATTERS

Promptly upon and, in any event, within 30 days of (a) any Subsidiary becoming a Subsidiary Guarantor under and as defined in the Incorporated Agreement or (b) any Foreign Subsidiary executing and delivering an accession agreement to the Foreign Designated Company Guarantee under and as defined in the Incorporated Agreement, the Borrower shall cause such Subsidiary to execute and deliver to the Bank an accession agreement in the form of Annex 1 to the Guarantee, appropriately completed, and deliver to the Bank documents of the type delivered under the Incorporated Agreement, all in the form, content and scope reasonably satisfactory to the Bank, provided, however, that no Foreign Subsidiary will be required to execute and deliver the Guarantee unless the Bank determines in its reasonable discretion and after consultation with the Borrower that there are (a) no legal restrictions that would make such execution and delivery not commercially feasible or (b) no “deemed dividend” or other tax issues that would result in income being attributable to Jacobs or any of its Subsidiaries as a result thereof.

13. FEES, EXPENSES AND INDEMNITIES

13.1 The Borrower shall meet all costs, charges and expenses incurred (including the reasonable fees and expenses of any legal advisers whether directly employed by the Bank or who provide other services to the Bank) in connection with the preparation and execution of this Agreement.

13.2 The Borrower shall pay the Bank, on demand, all reasonable out-of-pocket expenses and legal fees (including the allocated costs of in-house legal services) incurred by the Bank in connection with the enforcement of this Agreement or any instrument or agreements executed in connection herewith.

Page 16

13.3 The Borrower shall indemnify the Bank against any loss (including loss of margin) or expense which the Bank shall certify as sustained or incurred by it as a consequence of:

(a) the occurrence and continuation of any Event of Default; or

(b) any Loan being repaid other than on maturity (as detailed in Clause 5); or

(c) the cancellation of the Facility or any portion thereof pursuant to Clause 2.2,

including in any such case but not limited to any loss or expense sustained or incurred in making available, maintaining or funding any Loan or in liquidating or re-employing deposits acquired to make available, maintain or fund any such Loan.

13.4 The Borrower agrees to indemnify, save and hold harmless the Bank, its affiliates, and their respective directors, officers, agents, attorneys and employees (collectively the Indemnities) from and against: (i) any and all claims, demands, actions or causes of action that are asserted against any Indemnity by any Person relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against the Borrower or any of its affiliates, officers or directors; (ii) any and all claims, demands, actions or causes of action arising out of or relating to, this Agreement and the Guarantee, any predecessor loan documents, the Commitment, the use or contemplated use of the proceeds of the Loan, or the relationship of the Borrower and the Bank under this Agreement; (iii) any administrative or investigative proceeding by any governmental authority arising out of or related to a claim, demand, action or cause of action described in clause (i) or (ii) above; and (iv) any and all liabilities, losses, costs or expenses (including legal fees, which shall include the allocated costs for in-house legal services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defence in connection with any foregoing claim, demand, action, cause of action or proceeding, in all case, whether or not in Indemnitee is a party to such claim, demand, action, cause of action or proceeding, including those liabilities caused by an Indemnitee’s own negligence; provided that no Indemnitee shall be entitled to indemnification for any loss caused by its own gross negligence or wilful misconduct or for any loss asserted against it by another Indemnitee.

13.5 The Borrower shall pay to the Bank a commitment commission calculated at the rate of 0.25% per annum on that part of the Facility Amount which remains unutilised from time to time during the Commitment Period. The commitment commission shall be charged with effect from the last date on which this Agreement is signed and on the basis of actual days elapsed and a year of 365 days. Any sum due in respect of commitment commission shall be payable quarterly in arrears. For the purposes of calculating commitment commission any reduction in the Facility Amount during a quarter will be deemed to take effect from the end of that quarter.

Page 17

14. NOTICES

14.1 Every notice or other communication made under this Agreement shall unless otherwise stated be in writing (by way of letter or facsimile transmission) and shall be given:

(a) in the case of the Borrower to its registered office.

(b) in the case of the Bank to the Bank Office.

14.2 Every notice or other communication shall be deemed to have been received:

(a) in the case of a letter when delivered personally or two days after its posting by first class post;

(b) in the case of a facsimile transmission when despatched.

15. MISCELLANEOUS

15.1 The Borrower may not assign or transfer any of its rights or obligations under this Agreement.

15.2 The Bank may (i) assign all or any part of its rights and obligations hereunder to any other Person with the consent of the Borrower, such consent not to be unreasonably withheld, provided however, that no such assignment shall be allowed if it would increase the amounts owned or payable by the Company hereunder; provided, further, that no such consent shall be required if the assignment is to an affiliate of the Bank or any securitization vehicle or other similar entity established by the Bank or an affiliate of the Bank, or if a Default or Event of Default exists, and (ii) grant to any other Person participating interests in all or part of its rights and obligations hereunder without notice to the Borrower. The Bank may disclose to a prospective assignee or to any other person who may propose entering into contractual relations with the Bank, or to any investor or potential investor in a securitisation (or similar transaction of broadly equivalent economic effect), in relation to this Agreement such information about the Borrower or the Bank’s rights or obligations under this Agreement, and any associated documentation (including any security), as the Bank shall consider appropriate.

15.3 No delay or omission on the part of the Bank in exercising any of its rights powers or privileges under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise of any right power or privilege preclude any other or further exercise thereof or the exercise of any other right power or privilege.

15.4 In addition to any other rights to which it may be entitled, including rights under any security, the Bank may retain, set off or appropriate any credit balances in name of the Borrower (whether current or not yet due) against the Borrower’s obligations to the Bank under this Agreement. The Bank may exercise any of these rights without prior notice both before and after demand and in so doing may convert to Sterling at the prevailing market rate of exchange any balance which is in a currency other than Sterling.

Page 18

15.5 If a change in a currency of a country occurs (including where there is more than one currency or currency unit recognised at the same time as the lawful currency of a country), this Agreement will be amended to the extent the Bank determines is necessary to reflect the change.

15.6 If at any time any one or more of the provisions of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired.

15.7 The provisions of this Agreement will remain in full force and effect until the later of (a) the expiry date of the Commitment Period and (b) the date on which all Loans outstanding together with interest thereon and all other sums outstanding under this Agreement are repaid in full and the Borrower elects to terminate the Commitment.

15.8 This Agreement may be executed in one or more counterparts, and each counterpart, when so executed, shall be deemed an original but all such counterparts shall constitute but one and same instrument.

16. LAW

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales

IN WITNESS whereof this Agreement is executed by the duly authorised representatives of the Bank and the Borrower.

Page 19

For and on behalf of

The Royal Bank of Scotland Finance (Ireland).

/s/ Muiris O’Dwyer                    /s/ Len O’Connell

Signature

Date: 27/1/11

Page 20

For and on behalf of

Jacobs Engineering U.K. Limited as the Borrower

/s/ John W. Prosser, Jr.

Signature

Date: 27/1/11

Page 21

SCHEDULE 1

MANDATORY COST FORMULAE

1. The Mandatory Cost is an addition to the interest rate to compensate the Bank for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank.

2. On the first day of each Loan (or as soon as possible thereafter) the Bank shall calculate, as a percentage rate, a rate per annum (the Additional Cost Rate) in accordance with the paragraphs set out below.

3. The Additional Cost Rate will be calculated by the Bank as follows:

AB + C(B — D) + E x 0.01 / (100-(A+C)) per cent. per annum

Where:

A is the percentage of Eligible Liabilities (assuming these to be in excess of any stated minimum) which the Bank is from time to time required to maintain as an interest free cash ratio deposit with the Bank of England to comply with cash ratio requirements.

B is the percentage rate of interest (excluding the Margin and the Mandatory Cost and, if the Loan is an Unpaid Sum, the additional rate of interest specified in Clause 4.5 as being the “default rate” payable for the relevant interest period on the Loan.

C is the percentage (if any) of Eligible Liabilities which the Bank is required from time to time to maintain as interest bearing Special Deposits with the Bank of England.

D is the percentage rate per annum payable by the Bank of England to the Bank on interest bearing Special Deposits.

E is designed to compensate the Bank for amounts payable under the Fees Rules as calculated in accordance with paragraph 6 below and expressed in pounds per £1,000,000.

4. For the purposes of this Schedule:

(a) Eligible Liabilities and Special Deposits have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

(b) Fees Rules means the rules on periodic fees contained in the FSA Supervision Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;

Page 22

(c) Fee Tariffs means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate); and

(d) Tariff Base has the meaning given to it in, and will be calculated in accordance with, the Fees Rules.

5. In application of the above formulae, A, B, C and D will be included in the formulae as percentages (i.e. 5 per cent. will be included in the formula as 5 and not as 0.05). A negative result obtained by subtracting D from B shall be taken as zero. The resulting figures shall be rounded to four decimal places.

6. The Bank shall calculate the rate of charge payable by it to the Financial Services Authority pursuant to the Fees Rules (calculated as soon as practicable after publication by the Financial Services Authority) in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by the Bank as being the average of the Fee Tariffs applicable to the Bank for that financial year) and will be expressed in pounds per £1,000,000 of the Tariff Base of the Bank.

7. Any determination by the Bank pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to the Bank shall, in the absence of manifest error, be conclusive and binding on all parties.

8. The Bank may from time to time, after consultation with the Borrower, determine and notify to all parties any amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all parties.

Page 23

SCHEDULE 2

FORM OF GUARANTEE

Page 24

SCHEDULE 3

to be on company headed paper

Borrowing Request

From: Jacobs Engineering U.K. Limited (Company)

To:     Royal Bank of Scotland Finance (Ireland)

Dated: [•]

Dear Sirs

Jacobs Engineering U.K. Limited — Loan Facility dated as of [•] 2011 (the Facility Letter)

We refer to the Facility Letter. This is a Notice of Borrowing pursuant to Clause 8.2 thereof.

We wish to borrow a Loan on the following terms:

Proposed Borrowing Date:	[    ] (or, if that is not a Business Day, the next Business Day)
Amount:	[    ] or, if less, the remaining unused Commitment
Interest Period:	[    ]

The proceeds of this Loan should be credited to [account number].

The Company hereby represents and warrants that:

(a) each representation and warranty set forth in Clause 9 of the Facility Agreement shall be true and correct in all material respects on the above borrowing date as if made on such borrowing date; and

(b) no Default shall have occurred and be continuing on such borrowing date.

Yours faithfully

Authorised signatory for

Jacobs Engineering U.K. Limited

Page 25

EX-10.2

Exhibit 10.2

January 26, 2011

Jacobs Nederland B.V.

c/o Jacobs Engineering Group Inc.

1111 South Arroyo Parkway

Pasadena, CA 91105

Attention: Michael J. Carlin

                  Assistant Treasurer

Re: Senior Term Loan Facility

Ladies and Gentlemen:

BNP PARIBAS (the “Lender”), is pleased to make available to Jacobs Nederland B.V. (the “Company”), a senior term loan facility on the terms and subject to the conditions set forth below. Terms not defined herein have the meanings assigned to them in Exhibit A hereto or in the Incorporated Agreement.

1. The Term Loan.

(a) The Commitment. Subject to the terms and conditions set forth herein, the Lender agrees to make available to the Company in one drawdown during the Availability Period (as defined herein) a term loan denominated in Euros (the “Loan”) in a principal amount not exceeding €112,000,000 (the “Commitment”). Once repaid or prepaid, the Loan may not be reborrowed. The Commitment to make the Loan, subject to the terms conditions set forth herein, shall be available from the date hereof through the Lender’s close of business on March 31, 2011 (the “Availability Period”).

(b) Borrowings and Continuations. The Company may request that the Loan be made or all or a portion thereof continued by irrevocable written notice to be received by the Lender not later than 11:00 a.m. three Business Days prior to the Business Day of the borrowing or such continuation. If the Company fails to give a notice of continuation prior to the end of any Interest Period with respect to any portion of the Loan, the Company shall be deemed to have selected an Interest Period of one month for such period.

Each portion of the Loan comprising one Interest Period shall be in a principal amount of at least €10,000,000 or a whole multiple of €1,000,000 in excess thereof. There shall not be more than five different Interest Periods in effect at any time.

(c) Interest. The Loan shall bear interest at a rate per annum equal to EURIBOR plus 0.75%. Interest shall be calculated on the basis of a year of 360 days and actual days elapsed.

The Company promises to pay interest on the Loan on the last day of each applicable Interest Period, and, if any Interest Period is longer than three months, on the respective dates that fall every three months after the beginning of the Interest Period. If the time

for any payment is extended by operation of law or otherwise, interest shall continue to accrue for such extended period.

Notwithstanding the foregoing, if the Company fails to pay any amount payable by it under the Loan Documents, it shall forthwith on demand by the Lender, pay interest on the overdue amount from the due date up to the date of actual payment, both before and after judgment, at a rate (the “default rate”) determined by the Lender to be two per cent. per annum above the higher of:

(i) the interest rate set forth above as applicable immediately before the due date; and

(ii) the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan for such successive Interest Periods of such duration as the Lender may determine (each a “Designated Term”).

The default rate will be determined on each Business Day or the first day of, or two Business Days before the first day of, the relevant Designated Term, as appropriate. In no case shall interest hereunder exceed the amount that the Lender may charge or collect under applicable law.

(d) Evidence of Loan. The Loan and all payments thereon shall be evidenced by the Lender’s loan accounts and records; provided, however, that upon the request of the Lender, the Loan may be evidenced by a promissory note. Such loan accounts, records and promissory note shall be conclusive absent manifest error of the amount of the Loan and payments thereon. Any failure to record the Loan or payment thereon or any error in doing so shall not limit or otherwise affect the obligation of the Company to pay any amount owing with respect to the Loan.

(e) Repayment. The Company promises to pay the Loan on the Maturity Date.

The Company shall make all payments required hereunder not later than 11:00 a.m. on the date of payment in same day funds in Euros at the office and into such bank account of the Lender, in each case from time to time designated in writing.

All payments by the Company to the Lender hereunder shall be made to the Lender in full without set-off or counterclaim and free and clear of and exempt from, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, duties or charges of whatsoever nature imposed by any government or any political subdivision or taxing authority thereof. The Company shall reimburse the Lender for any taxes imposed on or withheld from such payments (other than taxes imposed on the Lender’s income, and franchise taxes imposed on the Lender, by the jurisdiction under the laws of which the Lender is organized or any political subdivision thereof) or by the jurisdiction in which the Lender maintains the Loan.

(f) Prepayments. The Company may, upon three Business Days’ notice prepay the Loan or any portion thereof on any Business Day; provided that the Company pays all Breakage Costs (if any) associated with such prepayment on the date of such prepayment. Prepayments must be accompanied by a payment of interest on the amount so prepaid. Prepayments must be in a principal amount of €5,000,000 or a whole multiple of €1,000,000 in excess thereof. Once prepaid, no portion of the Loan may be reborrowed.

2. Guaranty Matters. On the date hereof, a guaranty in the form of Annex 1 hereto shall be executed by Jacobs and certain of its Subsidiaries and delivered to the Lender. From and after the date hereof, upon (a) any Subsidiary (excluding the Company) becoming a Subsidiary Guarantor under and as defined in the Incorporated Agreement, or (b) any Foreign Subsidiary (excluding the Company) executing and delivering an accession agreement to the Foreign Designated Borrower Guaranty under and as defined in the Incorporated Agreement, the Company shall promptly, and in any event within 30 days of the occurrence of the applicable event(s) referred to in clause (a) or (b) above, cause such Subsidiary to execute and deliver to the Lender an accession agreement in the form of Annex 1 to the Guaranty, appropriately completed, and deliver to the Lender documents of the type delivered under the Incorporated Agreement, all in form, content and scope reasonably satisfactory to the Lender; provided, however, that no Foreign Subsidiary will be required to execute and deliver the Guaranty unless the Lender determines in its reasonable discretion and after consultation with the Company that there are (a) no legal restrictions that would make such execution and delivery not commercially feasible or (b) no “deemed dividend” or other tax issues that would result in income being attributable to Jacobs or any of its Subsidiaries as a result thereof. The Lender has agreed not to require that a guaranty be provided on the date hereof by Jacobs Canada Inc. or Jacobs France S.A.S. (each, an “Excluded Subsidiary”). In the event that an Excluded Subsidiary shall constitute 15% or more of the value of Jacobs on a consolidated basis (as a result of the amount of such Excluded Subsidiary’s assets or its production of revenue), then the Company shall provide the Lender with an Accession Agreement (in the form of Annex 1 to the Guaranty) fully executed by such Excluded Subsidiary.

3. Conditions Precedent to Loan. As a condition precedent to the Loan hereunder, the Lender must receive the following from the Company in form satisfactory to the Lender:

(a) Executed counterparts of this Agreement;

(b) Executed counterparts of the Guaranty;

(c) Such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Loan Parties as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Loan Parties are a party;

(d) Such documents and certifications as the Lender may reasonably require to evidence that the Loan Parties are duly organized or formed, and that it is validly existing, in good standing (where applicable) and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business

requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;

(e) Opinions of counsel in form and substance satisfactory to the Lender and its counsel (the “Opinions”);

(f) An arrangement fee equal to 9 basis points of the Commitment payable in Euros;

(g) A Notice of Borrowing in the form of Exhibit 2 hereto; and

(h) Such other documents and certificates as the Lender may reasonably request.

4. Representations and Warranties. The Company represents and warrants that:

(a) Existence and Qualification; Power; Compliance with Laws. It (i) is a corporation duly organized or formed, validly existing and in good standing under the laws of the Netherlands (or a political subdivision thereof), and (ii) is in compliance with all laws, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

(b) Power; Authorization; Enforceable Obligations. The execution, delivery and performance of this Agreement and the other Loan Documents by the Company are within its powers and have been duly authorized by all necessary action, and this Agreement is and the other Loan Documents, when executed, will, subject to any reservations and qualifications set out in the Opinions, be legal, valid and binding obligations of the Company, enforceable in accordance with their respective terms. The execution, delivery and performance of this Agreement and the other Loan Documents are not in contravention of law or of the terms of the Company’s organizational documents and will not result in the breach of or constitute a default under, or result in the creation of a lien under any indenture, agreement or undertaking to which the Company is a party or by which it or its property may be bound or affected in circumstances where, except for the Company’s agreement to acquire certain assets and operations of Aker Solutions ASA’s process and construction segment, such contravention could reasonably be expected to have a Material Adverse Effect.

(c) No Material Litigation. No litigation or governmental proceeding is pending or, to the best knowledge of the Company, threatened in writing or against the Company which, could reasonably be expected to have a Material Adverse Effect.

(d) No Default. No Default or Event of Default has occurred and is continuing.

(e) Environmental Matters. All facilities owned or leased by the Company or its Subsidiaries have been and continue to be in material compliance with all material and applicable environmental laws and regulations.

(f) Use of Proceeds. The proceeds of the Loan will be used solely to acquire certain assets and operations of Aker Solutions ASA’s process and construction segment, so long as such use is not in contravention of any requirement of law or of any Loan Document.

(g) Full Disclosure. No written statement made by the Company to the Lender in connection with this Agreement, or in connection with the Loan, contains any untrue statement of a material fact or omits a material fact necessary to make the statement made not misleading in light of the circumstances.

5. Covenants. So long as principal of and interest on the Loan or any other amount payable hereunder or under any other Loan Document remains unpaid or unsatisfied and the Commitment has not been terminated:

(a) Information. The Company shall deliver, or cause to be delivered, to the Lender:

(i) The financial statements, reports, notices and certifications required under Sections 6.01, 6.02 and 6.03 of the Incorporated Agreement; provided, however, that such items received by the Lender under the Incorporated Agreement shall be deemed to have been delivered hereunder.

(ii) promptly upon the Company’s obtaining knowledge of any Default, a certificate of the chief financial officer of the Company setting forth the details thereof and any action that the Company is taking or proposes to take with respect thereto; and

(iii) from time to time such additional information regarding the financial condition or business of the Company as the Lender may reasonably request.

(b) Other Affirmative Covenants. The Company shall:

(i) preserve and maintain all of its rights, privileges, and franchises necessary in the normal conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect;

(ii) comply with the requirements of all applicable laws, rules, regulations, and orders of governmental authorities, except to the extent the failure to comply therewith could not reasonably be expected to result in a Material Adverse Effect;

(iii) pay and discharge when due all taxes, assessments, and governmental charges or levies imposed on it or on its income or profits or any of its property, except for any such tax, assessment, charge, or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained;

(iv) maintain all of its properties owned or used in its business in good working order and condition ordinary wear and tear excepted;

(v) upon reasonable prior written notice, permit representatives of the Lender, during normal business hours, to examine, copy, and make extracts from its books and records, to inspect its properties, and to discuss its business and affairs with its officers, directors, and accountants; and

(vi) maintain insurance in such amounts, with such deductibles, and against such risks as is customary for similarly situated businesses.

(c) Negative Covenant. The Company shall not merge or consolidate with or into any Person or liquidate, wind-up or dissolve itself, or permit or suffer any liquidation or dissolution, or sell all or substantially all of its assets.

6. Events of Default. The following are “Events of Default:”

(a) The Company fails to pay any principal of the Loan as and on the date when due; or

(b) The Company fails to pay any interest on the Loan within three days after the date when due; or the Company fails to pay any other fee or amount payable to the Lender under any Loan Document, or any portion thereof, within five days after the date due; or

(c) The Company fails to perform or observe any term, covenant or agreement contained in Paragraph 5 hereof, and in the case of Paragraph 5(b)(i), (ii), (iii), (iv) or (vi), such failure, if capable of remedy, is not remedied within 30 days of the Company becoming aware of the same; or

(d) The Company fails to perform or observe any other covenant or agreement (not specified above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days; or

(e) Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Company herein, or by any Loan Party in any other Loan Document or in any document delivered in connection herewith or therewith shall be incorrect or misleading when made or deemed made; or

(f) The occurrence of any Guaranty Event of Default; or

(g) The Company (i) fails to make any payment in respect of any indebtedness (other than indebtedness hereunder) or guaranty obligation having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) in excess of €15,000,000 or equivalent when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise), or (ii) fails to observe or perform any other agreement or condition relating to any such indebtedness or guaranty obligation or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur, the effect of which default or other event is to cause, or to permit the holder or holders of such indebtedness or beneficiary or beneficiaries of such guaranty obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such indebtedness to be demanded or become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such indebtedness to be made, prior to its stated maturity, or such guaranty obligation to become payable or cash collateral in respect thereof to be demanded; or

(h) The occurrence of an “Event of Default” under and as defined in the Incorporated Agreement without giving effect to any waiver or amendment thereof pursuant to the Incorporated Agreement, it being agreed that each such “Event of Default” shall survive any termination, cancellation, discharge or replacement of the Incorporated Agreement; or

(i) The Company is unable or admits inability to pay its debts as they fall due, suspends, or threatens to suspend, making payments on any of its debts (or any class of them) or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (or any class of them) (other than the Lender) with a view to rescheduling any of its indebtedness.

(j) The consolidated value of the assets (determined on a going concern basis) of the Company and its Subsidiaries is less than its liabilities (taking into account contingent and prospective liabilities).

(k) A moratorium is declared in respect of any indebtedness of the Company.

(l) Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(i) the suspension of payments, a moratorium of any indebtedness, bankruptcy, controlled management, winding-up, dissolution, administration or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Company;

(ii) a composition, compromise, assignment or arrangement with any creditor of the Company;

(iii) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of the Company or any of its assets; or

(iv) the enforcement of any security interest over any assets of the Company,

or any analogous procedure or step is taken in any jurisdiction, provided that this paragraph (l) shall not apply to:

(i) any corporate action, legal proceedings or other procedure or step which is part of a solvent reorganization of the Company or any of its Subsidiaries permitted by this Agreement; or

(ii) any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 90 days of commencement; or

(m) There is entered against the Company (i) a final judgment or order for the payment of money in an aggregate amount exceeding €15,000,000 or equivalent (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could

reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) in the case of a money judgment, such judgment remains unpaid and there is a period of 30 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(n) Any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or satisfaction in full of all the obligations hereunder, ceases to be in full force and effect; or the Loan Party or any other person contests in any manner the validity or enforceability of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or

(o) The Company fails to be a wholly-owned direct or indirect subsidiary of Jacobs.

Upon the occurrence and during the continuance of an Event of Default, the Lender may declare the Commitment to be terminated, whereupon the Commitment shall be terminated, and/or declare all sums outstanding hereunder and under the other Loan Documents, including all interest thereon, to be immediately due and payable, whereupon the same shall become and be immediately due and payable, without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or other notices or demands of any kind or character, all of which are hereby expressly waived; provided, however, that upon the occurrence of Event of Default under Paragraph 6(i) through (l), inclusive, above, the Commitment shall automatically terminate, and all sums outstanding hereunder and under each other Loan Document, including all interest thereon, shall become and be immediately due and payable, without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or other notices or demands of any kind or character, all of which are hereby expressly waived.

7. Miscellaneous.

(a) All financial computations required under this Agreement shall be made, and all financial information required under this Agreement shall be prepared, in accordance with U.S. generally accepted accounting principles consistently applied.

(b) All references herein and in the other Loan Documents to any time of day shall mean the local (standard or daylight, as in effect) time of New York, New York.

(c) The Company shall be obligated to pay all Breakage Costs.

(d) The Company shall reimburse or compensate, without duplication, the Lender, upon demand, for all costs incurred, losses suffered or payments made by the Lender which are applied or reasonably allocated by the Lender to the transactions contemplated herein (all as determined by the Lender in its reasonable discretion) by reason of any and all future reserve, deposit, capital adequacy or similar requirements against (or against any class of or change in or in the amount of) assets, liabilities or commitments of, or

extensions of credit by, the Lender; and compliance by the Lender with any directive, or requirements from any regulatory authority, whether or not having the force of law.

(e) The Company shall pay to Lender, as long as Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), without duplication, additional interest on the unpaid principal amount of the Loan equal to the actual costs of such reserves allocated to the Loan by the Lender (as determined by the Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on the Loan.

(f) No amendment or waiver of any provision of this Agreement (including any provision of the Incorporated Agreement incorporated in any Loan Document by reference) or of any other Loan Document and no consent by the Lender to any departure therefrom by the Company shall be effective unless such amendment, waiver or consent shall be in writing and signed by a duly authorized officer of the Lender (and, in the case of amendments, signed by both a duly authorized officer of the Lender and duly authorized signatories of the Company), and any such amendment, waiver or consent shall then be effective only for the period and on the conditions and for the specific instance specified in such writing. No failure or delay by the Lender in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other rights, power or privilege.

(g) All notices or other communications under or in connection with this Agreement shall be given in writing or by facsimile. Any such notice will be deemed to be given as follows:

(i) if in writing, when delivered; and

(ii) if by facsimile, when received.

However, a notice given in accordance with the above but received on a non-Business Day or after business hours in the place of receipt will only be deemed to be given on the next Business Day in that place. All notices to the Lender pursuant to Paragraph 1(b) hereof are to be confirmed by the Company by depositing the original thereof in the post on the same day (but may be relied upon by the Lender irrespective of receipt of such confirmation). All notices under shall be addressed to the other party at the address as such person shall have notified to the other in writing.

The Lender shall be entitled to rely and act upon any notices purportedly given by or on behalf of the Company even if (x) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (y) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Company shall indemnify the Lender, its affiliates and the officers, directors, employees, agents and attorneys-in-fact of the Lender and such affiliates from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Company.

(h) This Agreement shall inure to the benefit of the parties hereto and their respective successors and assigns, except that the Company may not assign its rights and obligations hereunder. The Lender may at any time (i) assign all or any part of its rights and obligations hereunder to any other Person with the consent of the Company, such consent not to be unreasonably withheld, provided that no such consent shall be required if the assignment is to an affiliate of the Lender or if a Default or Event of Default exists, and no assignment shall be made to another Person which increases the cost to the Company under the second paragraph under Paragraph 1(e), and (ii) grant to any other Person participating interests in all or part of its rights and obligations hereunder without notice to the Company. Notwithstanding the foregoing, no consent shall be given by the Company for any assignment if that assignment would increase the amounts owed or payable by the Company hereunder. The Company agrees to execute any documents reasonably requested by the Lender in connection with any such assignment. All information provided by or on behalf of the Company to the Lender or its affiliates may be furnished by the Lender to its affiliates and to any actual or proposed assignee or participant.

(i) The Company shall pay the Lender, on demand, all reasonable out-of-pocket expenses and legal fees (including the allocated costs for in-house legal services) incurred by the Lender in connection with the enforcement of this Agreement or any instruments or agreements executed in connection herewith.

(j) The Company agrees to indemnify, save and hold harmless the Lender, its affiliates, and their respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (i) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against the Company or any of its affiliates, officers or directors; (ii) any and all claims, demands, actions or causes of action arising out of or relating to, the Loan Documents, any predecessor loan documents, the Commitment, the use or contemplated use of the proceeds of the Loan, or the relationship of the Company and the Lender under this Agreement; (iii) any administrative or investigative proceeding by any governmental authority arising out of or related to a claim, demand, action or cause of action described in clause (i) or (ii) above; and (iv) any and all liabilities, losses, costs or expenses (including legal fees, which shall include the allocated costs for in-house legal services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding, including those liabilities caused by an Indemnitee’s own negligence; provided that no Indemnitee shall be entitled to indemnification for any loss caused by its own gross negligence or willful misconduct or for any loss asserted against it by another Indemnitee. The agreements in this Paragraph 7(i) shall survive the termination of the Commitment and the repayment, satisfaction or discharge of all the other obligations and liabilities of the Company under the Loan Documents.

(k) If any provision of this Agreement or any other Loan Document shall be held invalid or unenforceable in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions hereof or thereof.

(l) This Agreement may be executed in one or more counterparts, and each counterpart, when so executed, shall be deemed an original but all such counterparts shall constitute but one and the same instrument.

(m) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK THE COMPANY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT AND EACH STATE COURT IN THE CITY OF NEW YORK AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. THE COMPANY IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO THE COMPANY AT ITS ADDRESS SET FORTH BENEATH ITS SIGNATURE HERETO. THE COMPANY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(n) THE COMPANY AND THE LENDER EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

(o) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

(p) The Lender hereby notifies the Company that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub.L. 107-56 (signed into law October 26, 2001)) (the “Act”), the Lender is required to obtain, verify and record information that identifies the Company, which information includes the name and address of the Company and other information that will allow the Lender to identify the Company in accordance with the Act. The Company shall, promptly following a request by the Lender, provide all documentation and other information that the Lender requests in order to comply with its

ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.

Please indicate your acceptance of the Commitment on the foregoing terms and conditions by returning an executed copy of this Agreement to the undersigned not later than January 28, 2011.

BNP PARIBAS
By:	/s/ Pierre Nicholas Rogers
Name:	Pierre Nicholas Rogers
Title:	Managing Director
By:	/s/ Renaud-Franck Falce
Name:	Renaud-Franck Falce
Title:	Managing Director

Address for Notices to Lender:

For borrowing requests:

Jamie Dillon Managing Director San Francisco Branch Large Corporates Group-Western Region One Front Street, 23rd Floor - San Francisco, California 94111 Tel : + 1 415 772 1366 Fax : + 1 415 291 0563 With a copy to Josh Treadwell Vice President Corporate Acquisition Finance Structured Finance 787 7th Ave. 9th Fl. New York, New York 10019 Tel : 212-841-2784 Fax : 212-841-2868

Anthony Narciso Loan Servicing / Service Administration des Prêt 525 Washington Blvd, 8th Floor Jersey City NJ, 07310 Tel: + (514)-285-6100 x5525 (direct) + (514)-285-6042 (group) Fax : + (201)-850-4059 E-mail: anthony.narciso@americas.bnpparibas.com sfls.support@americas.bnpparibas.com or Elisabeth de la Chevrotiere Tel: (514) 285-6100 ext. 5526 (direct) (514) 285-6042 (general) Fax: + (201) 850-4059 E-mail: elisabeth.delachevrotiere@americas.bnpparibas.com sfls.support@americas.bnpparibas.com With Copies to Jamie Dillon and Josh Treadwell

Accepted and Agreed to as of the date first written above:

JACOBS NEDERLAND B.V.		Address for notices to Company:
		JACOBS NEDERLAND B.V.
		c/o Jacobs Engineering Group Inc.
By:	/s/ John W. Prosser, Jr.	1111 South Arroyo Parkway
Name:	John W. Prosser, Jr.	Pasadena, CA 91105
Title:	Attorney	Attention: Michael J. Carlin Assistant Treasurer

EXHIBIT A

DEFINITIONS

Agreement:	This letter agreement, as amended, restated, extended, supplemented or otherwise modified in writing from time to time.
Breakage Costs:	Any loss, cost or expense incurred by the Lender (excluding any loss of anticipated profits but including any loss or expense arising from the liquidation or reemployment of funds obtained by the Lender to maintain the relevant portion of the Loan or from fees payable to terminate the deposits from which such funds were obtained) as a result of (i) any continuation, payment or prepayment of the Loan or any portion thereof on a day other than the last day of the Interest Period therefor (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or (ii) any failure by the Company (for a reason other than the failure of the Lender to make the Loan when all conditions to making the Loan have been met by the Company in accordance with the terms hereof) to prepay, borrow, or continue the Loan on a date or in the amount notified by the Company. The certificate of the Lender as to its costs of funds, losses and expenses incurred shall be conclusive absent manifest error.
Business Day:	Any day other than a Saturday, Sunday, or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the State of New York and any such day on which dealings in Euro deposits are conducted by and between banks in the European Union interbank market.
Closing Date:	The date indicated in the Notice of Borrowing in the form of Exhibit 2 hereto.
Default:	Any event that, with the giving of any notice, the passage of time, or both, would be an Event of Default.
EURIBOR:	Shall mean, with respect to the Loan (i) the rate per annum for deposits in Euros as determined by the Lender for a period corresponding to the duration of the relevant Interest Period which appears on Reuters Page EURIBOR-01 (or any successor page) at approximately 11:00 A.M. (Brussels time) on the date which is two Business Days prior to the commencement of such Interest Period, or (ii) if such rate is not shown on Reuters Page EURIBOR-01 (or any successor page), the average offered quotation to prime banks in the Euro-zone inter-bank market by the Lender for Euro deposits of amounts comparable to the principal amount of the Loan with maturities comparable to the Interest Period to be applicable to such Loan (rounded upward to the next whole multiple of 1/100 of 1%), determined as of 11:00 A.M. (Brussels time) on the date which is two Business Days prior to the commencement of such Interest Period; provided that in the event the Lender is unable for any reason to determine a rate based upon EURIBOR, then EURIBOR determined pursuant to this definition shall instead be the rate determined by the Lender as the all-in-cost of funds for the Lender to fund the Loan denominated in Euros with maturities comparable to the Interest Period applicable thereto.
Event of Default:	Has the meaning set forth in Paragraph 6.

- 1 -

Definitions

Guarantor:	Jacobs and each Person executing and delivering the Guaranty.
Guaranty Event of Default:	Any Loan Party failing to comply with any covenant or agreement in the Guaranty beyond any applicable grace periods (and, in that regard, all covenants or agreements set forth in the Guaranty as to which there is a grace or cure period applicable to an analogous covenant or agreement in the Incorporated Agreement shall be deemed to include a corresponding grace or cure period to the extent one exists in the Incorporated Agreement), including any covenant or agreement incorporated by reference therein pursuant to the terms and conditions thereof (it being understood and agreed that any notice requirement set forth in the Incorporated Agreement shall be met by the Lender giving the applicable notice to the Company hereunder).
Guaranty:	A guaranty substantially in the form of Exhibit 1 to this letter agreement.
Incorporated Agreement:	The Credit Agreement dated as of December 15, 2005 by and among the Jacobs, certain subsidiaries as borrowers, Bank of America, N.A., as the Administrative Agent, U.S. Swing Line Lender and L/C Issuer , The Bank of Nova Scotia, as the Canadian Facility Agent and Canadian Swing Line Lender, BNP Paribas and Wachovia Bank as co-syndication agents, and the lenders from time to time party thereto. All references to the Incorporated Agreement shall mean the Incorporated Agreement as in effect on the date hereof (as heretofore amended), without giving effect to any amendment, waiver, supplement or other modification thereto or thereof not consented to by the Lender in its capacity as a lender thereunder. If the Incorporated Agreement is terminated, amended and restated cancelled, discharged, refinanced or otherwise replaced, references to “Incorporated Agreement” herein shall mean the Incorporated Agreement as in effect immediately prior thereto, subject to the prior sentence.
Interest Period:	For the Loan or any portion thereof, (a) initially, the period commencing on the date the Loan is disbursed and (b) thereafter, the period commencing on the last day of the preceding Interest Period, and, in each case, ending on the earlier of (x) the Maturity Date and (y) one, two or three months thereafter, as requested by the Company; provided that: (i)     any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; and (ii)    any Interest Period which begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period.
Jacobs:	Jacobs Engineering Group Inc., a Delaware corporation.
Loan Documents:	This Agreement, the Guaranty, any certificate, and other instrument, document or agreement delivered in connection with this Agreement.
Loan Parties:	Collectively, Jacobs, the Company and each Guarantor.

- 2 -

Definitions

Material Adverse Effect:	(a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Company or; (b) a material impairment of the ability of the Loan Parties, taken as a whole, to perform their obligations under the Loan Documents; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.
Maturity Date:	May 31, 2012 or such earlier date on which the Commitment may terminate in accordance with the terms hereof.
Responsible Officer:	The chief financial officer, director or any assistant treasurer of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

- 3 -

Definitions

EXHIBIT 1

FORM OF GUARANTY

EXHIBIT 2

TO BE ON COMPANY HEADED PAPER

BORROWING REQUEST

From:		(“Company”)
To:	BNP PARIBAS
Dated:	[            ]

Dear Sirs

Jacobs Nederland B.V. Senior Term Loan Facility Letter dated as of January             , 2011 (the “Facility Letter;” capitalized terms not defined herein have the meanings assigned to them in the Facility Letter)

1. We refer to the Facility Letter. This is the Notice of Borrowing pursuant to paragraph 3(g) thereof.

2. We wish to borrow the Loan on the following terms:

Proposed Borrowing Date:	[            ] (the Closing Date)
Amount:	[            ] not to exceed the Commitment
Interest Period:	[                    ]

3. The proceeds of this Loan should be credited to [account number].

4. The Company hereby represents and warrants that:

a each representation and warranty set forth in Paragraph 4 of the Facility Agreement shall be true and correct in all material respects on the above borrowing date; and

b., no Default shall have occurred and be continuing on such borrowing date.

Yours faithfully

JACOBS NEDERLAND B.V.

By:

Name:

Title:

2

EX-10.3

Exhibit 10.3

January 26, 2011

JACOBS ENGINEERING UK LIMITED

c/o Jacobs Engineering Group, Inc.

1111 South Arroyo Parkway

Pasadena, CA 91105

Re: Senior Term Loan Facility

Ladies and Gentlemen:

BANK OF AMERICA, N.A., London Branch (the “Lender”), is pleased to make available to JACOBS ENGINEERING UK LIMITED (Co no. 02594504; the “Company”), a senior term loan facility on the terms and subject to the conditions set forth below. Terms not defined herein have the meanings assigned to them in Exhibit A hereto or in the Incorporated Agreement.

1. The Term Loan.

(a) The Commitment. Subject to the terms and conditions set forth herein, the Lender agrees to make available to the Company in one drawdown on January 31, 2011 a term loan denominated in Pounds Sterling (the “Loan”) in a principal amount not exceeding £14,000,000 (the “Commitment”). Once repaid or prepaid, the Loan may not be reborrowed.

(b) Borrowings and Continuations. The Company may request that the Loan be made or all or a portion thereof continued by irrevocable written notice to be received by the Lender not later than 11:00 a.m. three Business Days prior to the Business Day of the borrowing or such continuation. If the Company fails to give a notice of continuation prior to the end of any Interest Period with respect to any portion of the Loan, the Company shall be deemed to have selected an Interest Period of one month for such period.

Each portion of the Loan comprising one Interest Period shall be in a principal amount of at least £10,000,000 or a whole multiple of £1,000,000 in excess thereof. There shall not be more than five different Interest Periods in effect at any time.

(c) Interest. The rate of interest on the Loans is the rate per annum determined by the Lender to be the aggregate of the following:

(i) 75 basis points;

(ii) LIBOR; and

(iii) Mandatory Cost if any.

JACOBS ENGINEERING UK LIMITED

January 26, 2011

Page 2

Interest shall be calculated on the basis of a year of 365 or 366 days and actual days elapsed. Interest shall be paid in arrears on each Interest Payment Date.

Notwithstanding the foregoing, if the Company fails to pay any amount payable by it under the Loan Documents, it shall forthwith on demand by the Lender, pay interest on the overdue amount from the due date up to the date of actual payment, both before and after judgment, at a rate (the “default rate”) determined by the Lender to be two per cent. per annum above the higher of:

(i) the interest rate set forth above as applicable immediately before the due date; and

(ii) the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan for such successive Interest Periods of such duration as the Lender may determine (each a “Designated Term”).

The default rate will be determined on each Business Day or the first day of, or two Business Days before the first day of, the relevant Designated Term, as appropriate. In no case shall interest hereunder exceed the amount that the Lender may charge or collect under applicable law.

(d) Evidence of Loan. The Loan and all payments thereon shall be evidenced by the Lender’s loan accounts and records; provided, however, that upon the request of the Lender, the Loan may be evidenced by a promissory note. Such loan accounts, records and promissory note shall be conclusive absent manifest error of the amount of the Loan and payments thereon. Any failure to record the Loan or payment thereon or any error in doing so shall not limit or otherwise affect the obligation of the Company to pay any amount owing with respect to the Loan.

(e) Repayment. The Company promises to pay the Loan on the Maturity Date.

The Company shall make all payments required hereunder not later than 11:00 a.m. on the date of payment in same day funds in Pounds Sterling at the office and into such bank account of the Lender, in each case from time to time designated in writing.

All payments by the Company to the Lender hereunder shall be made to the Lender in full without set-off or counterclaim and free and clear of and exempt from, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, duties or charges of whatsoever nature imposed by any government or any political subdivision or taxing authority thereof. The Company shall reimburse the Lender for any taxes imposed on or withheld from such payments (other than taxes imposed on the Lender’s income, and franchise taxes imposed on the Lender, by the jurisdiction under the laws of which the Lender is organized or any political subdivision thereof) or by the jurisdiction in which the Lender maintains the Loan.

JACOBS ENGINEERING UK LIMITED

January 26, 2011

Page 3

(g) Prepayments. The Company may, upon three Business Days’ notice prepay the Loan or any portion thereof on any Business Day; provided that the Company pays all Breakage Costs (if any) associated with such prepayment on the date of such prepayment. Prepayments must be accompanied by a payment of interest on the amount so prepaid. Prepayments must be in a principal amount of £5,000,000 or a whole multiple of £1,000,000 in excess thereof. Once prepaid, no portion of the Loan may be reborrowed.

2. Guaranty Matters. As soon as reasonably possible, but in any event no later than 30 days after (a) any Subsidiary becoming a Subsidiary Guarantor under and as defined in the Incorporated Agreement, or (b) any Foreign Subsidiary (except Jacobs France S.A.S. and Jacobs Canada Inc. and, with respect to Jacobs Nederland B.V., subject to the consent of the applicable Works Council) executing and delivering an accession agreement to the Foreign Designated Borrower Guaranty under and as defined in the Incorporated Agreement, the Company shall cause such Subsidiary to execute and deliver to the Lender an accession agreement in the form of Annex 1 to the Guaranty, appropriately completed, and deliver to the Lender documents of the type delivered under the Incorporated Agreement, all in form, content and scope reasonably satisfactory to the Lender; provided, however, that no Foreign Subsidiary will be required to execute and deliver the Guaranty unless the Lender determines in its reasonable discretion and after consultation with the Company that there are (a) no legal restrictions that would make such execution and delivery not commercially feasible or (b) no “deemed dividend” or other tax issues that would result in income being attributable to Jacobs or any of its Subsidiaries as a result thereof.

3. Conditions Precedent to Loan. As a condition precedent to the Loan hereunder, the Lender must receive the following from the Company in form satisfactory to the Lender:

(a) Executed counterparts of this Agreement;

(b) Executed counterparts of the Guaranty;

(c) Such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Loan Parties as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Loan Parties are a party;

(d) Such documents and certifications as the Lender may reasonably require to evidence that the Loan Parties are duly organized or formed, and that it is validly existing, in good standing (where applicable) and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;

(e) Opinions of counsel to the Loan Parties, addressed to the Lender, as to the matters set forth in Exhibit J to the Incorporated Agreement mutatis mutandis (which opinions may be rendered by internal counsel to the Loan Parties) (the “Opinions”);

JACOBS ENGINEERING UK LIMITED

January 26, 2011

Page 4

(f) An upfront fee equal to 7.5 basis points of the Commitment payable in Pounds Sterling;

(g) A Notice of Borrowing in the form of Exhibit 2 hereto; and

(h) Such other documents and certificates as the Lender may reasonably request.

4. Representations and Warranties. The Company represents and warrants that:

(a) Existence and Qualification; Power; Compliance with Laws. It (i) is a corporation duly organized or formed, validly existing and in good standing under the laws of England and Wales, and (ii) is in compliance with all laws, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

(b) Power; Authorization; Enforceable Obligations. The execution, delivery and performance of this Agreement and the other Loan Documents by the Company are within its powers and have been duly authorized by all necessary action, and this Agreement is and the other Loan Documents, when executed, will, subject to any reservations and qualifications set out in the Opinions, be legal, valid and binding obligations of the Company, enforceable in accordance with their respective terms. The execution, delivery and performance of this Agreement and the other Loan Documents are not in contravention of law or of the terms of the Company’s organizational documents and will not result in the breach of or constitute a default under, or result in the creation of a lien under any indenture, agreement or undertaking to which the Company is a party or by which it or its property may be bound or affected in circumstances where, except for the Company’s agreement to acquire certain assets and operations of Aker Solutions ASA’s process and construction segment, such contravention could reasonably be expected to have a Material Adverse Effect.

(c) No Material Litigation. No litigation or governmental proceeding is pending or, to the best knowledge of the Company, threatened in writing or against the Company which, could reasonably be expected to have a Material Adverse Effect.

(d) No Default. No Default or Event of Default has occurred and is continuing.

(e) Environmental Matters. All facilities owned or leased by the Company or its Subsidiaries have been and continue to be in material compliance with all material and applicable environmental laws and regulations.

(f) Use of Proceeds. The proceeds of the Loan will be used solely to acquire certain assets and operations of Aker Solutions ASA’s process and construction segment, so long as such use is not in contravention of any requirement of law or of any Loan Document.

(g) Full Disclosure. No written statement made by the Company to the Lender in connection with this Agreement, or in connection with the Loan, contains any untrue

JACOBS ENGINEERING UK LIMITED

January 26, 2011

Page 5

statement of a material fact or omits a material fact necessary to make the statement made not misleading in light of the circumstances.

5. Covenants. So long as principal of and interest on the Loan or any other amount payable hereunder or under any other Loan Document remains unpaid or unsatisfied and the Commitment has not been terminated:

(a) Information. The Company shall deliver, or cause to be delivered, to the Lender:

(i) The financial statements, reports, notices and certifications required under Sections 6.01, 6.02 and 6.03 of the Incorporated Agreement; provided, however, that such items received by the Lender under the Incorporated Agreement shall be deemed to have been delivered hereunder.

(ii) promptly upon the Company’s obtaining knowledge of any Default, a certificate of the chief financial officer of the Company setting forth the details thereof and any action that the Company is taking or proposes to take with respect thereto; and

(iii) from time to time such additional information regarding the financial condition or business of the Company as the Lender may reasonably request.

(b) Other Affirmative Covenants. The Company shall:

(i) preserve and maintain all of its rights, privileges, and franchises necessary in the normal conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect;

(ii) comply with the requirements of all applicable laws, rules, regulations, and orders of governmental authorities, except to the extent the failure to comply therewith could not reasonably be expected to result in a Material Adverse Effect;

(iii) pay and discharge when due all taxes, assessments, and governmental charges or levies imposed on it or on its income or profits or any of its property, except for any such tax, assessment, charge, or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained;

(iv) maintain all of its properties owned or used in its business in good working order and condition ordinary wear and tear excepted;

(v) upon reasonable prior written notice, permit representatives of the Lender, during normal business hours, to examine, copy, and make extracts from its

JACOBS ENGINEERING UK LIMITED

January 26, 2011

Page 6

books and records, to inspect its properties, and to discuss its business and affairs with its officers, directors, and accountants; and

(vi) maintain insurance in such amounts, with such deductibles, and against such risks as is customary for similarly situated businesses.

(c) Negative Covenant. The Company shall not merge or consolidate with or into any Person or liquidate, wind-up or dissolve itself, or permit or suffer any liquidation or dissolution, or sell all or substantially all of its assets.

6. Events of Default. The following are “Events of Default:”

(a) The Company fails to pay any principal of the Loan as and on the date when due; or

(b) The Company fails to pay any interest on the Loan within three days after the date when due; or the Company fails to pay any other fee or amount payable to the Lender under any Loan Document, or any portion thereof, within five days after the date due; or

(c) The Company fails to perform or observe any term, covenant or agreement contained in Paragraph 5 hereof, and in the case of Paragraph 5(b)(i), (ii), (iii), (iv) or (vi), such failure, if capable of remedy, is not remedied within 30 days of the Company becoming aware of the same; or

(d) The Company fails to perform or observe any other covenant or agreement (not specified above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days; or

(e) Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Company herein, or by any Loan Party in any other Loan Document or in any document delivered in connection herewith or therewith shall be incorrect or misleading when made or deemed made; or

(f) The occurrence of any Guaranty Event of Default; or

(g) The Company (i) fails to make any payment in respect of any indebtedness (other than indebtedness hereunder) or guaranty obligation having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) in excess of £15,000,000 or equivalent when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise), or (ii) fails to observe or perform any other agreement or condition relating to any such indebtedness or guaranty obligation or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur, the effect of which default or other event is to cause, or to permit the holder or holders of such indebtedness or beneficiary or beneficiaries of such guaranty obligation (or a trustee or agent on behalf of such holder or holders or

JACOBS ENGINEERING UK LIMITED

January 26, 2011

Page 7

beneficiary or beneficiaries) to cause, with the giving of notice if required, such indebtedness to be demanded or become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such indebtedness to be made, prior to its stated maturity, or such guaranty obligation to become payable or cash collateral in respect thereof to be demanded; or

(h) The occurrence of an “Event of Default” under and as defined in the Incorporated Agreement without giving effect to any waiver or amendment thereof pursuant to the Incorporated Agreement, it being agreed that each such “Event of Default” shall survive any termination, cancellation, discharge or replacement of the Incorporated Agreement; or

(i) The Company is unable or admits inability to pay its debts as they fall due, suspends, or threatens to suspend, making payments on any of its debts (or any class of them) or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (or any class of them) (other than the Lender) with a view to rescheduling any of its indebtedness.

(j) The consolidated value of the assets (determined on a going concern basis) of the Company and its Subsidiaries is less than its liabilities (taking into account contingent and prospective liabilities).

(k) A moratorium is declared in respect of any indebtedness of the Company.

(l) Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(i) the suspension of payments, a moratorium of any indebtedness, bankruptcy, controlled management, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Company;

(ii) a composition, compromise, assignment or arrangement with any creditor of the Company;

(iii) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of the Company or any of its assets; or

(iv) the enforcement of any security interest over any assets of the Company,

or any analogous procedure or step is taken in any jurisdiction, provided that this paragraph (l) shall not apply to:

JACOBS ENGINEERING UK LIMITED

January 26, 2011

Page 8

(i) any corporate action, legal proceedings or other procedure or step which is part of a solvent reorganization of the Company or any of its Subsidiaries permitted by this Agreement; or

(ii) any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 90 days of commencement; or

(m) There is entered against the Company (i) a final judgment or order for the payment of money in an aggregate amount exceeding £15,000,000 or equivalent (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) in the case of a money judgment, such judgment remains unpaid and there is a period of 30 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(n) Any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or satisfaction in full of all the obligations hereunder, ceases to be in full force and effect; or the Loan Party or any other person contests in any manner the validity or enforceability of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or

(o) The Company fails to be a wholly-owned direct or indirect subsidiary of Jacobs.

Upon the occurrence and during the continuance of an Event of Default, the Lender may declare the Commitment to be terminated, whereupon the Commitment shall be terminated, and/or declare all sums outstanding hereunder and under the other Loan Documents, including all interest thereon, to be immediately due and payable, whereupon the same shall become and be immediately due and payable, without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or other notices or demands of any kind or character, all of which are hereby expressly waived; provided, however, that upon the occurrence of Event of Default under Paragraph 6(i) through (l), inclusive, above, the Commitment shall automatically terminate, and all sums outstanding hereunder and under each other Loan Document, including all interest thereon, shall become and be immediately due and payable, without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or other notices or demands of any kind or character, all of which are hereby expressly waived.

JACOBS ENGINEERING UK LIMITED

January 26, 2011

Page 9

7. Miscellaneous.

(a) All financial computations required under this Agreement shall be made, and all financial information required under this Agreement shall be prepared, in accordance with U.S. generally accepted accounting principles consistently applied.

(b) All references herein and in the other Loan Documents to any time of day shall mean the local (standard or daylight, as in effect) time of London, and for all other purposes of the Loan Documents, the local (standard or daylight, as in effect) time of Los Angeles, California.

(c) The Company shall be obligated to pay all Breakage Costs.

(d) The Company shall reimburse or compensate, without duplication, the Lender, upon demand, for all costs incurred, losses suffered or payments made by the Lender which are applied or reasonably allocated by the Lender to the transactions contemplated herein (all as determined by the Lender in its reasonable discretion) by reason of any and all future reserve, deposit, capital adequacy or similar requirements against (or against any class of or change in or in the amount of) assets, liabilities or commitments of, or extensions of credit by, the Lender; and compliance by the Lender with any directive, or requirements from any regulatory authority, whether or not having the force of law.

(e) No amendment or waiver of any provision of this Agreement (including any provision of the Incorporated Agreement incorporated in any Loan Document by reference) or of any other Loan Document and no consent by the Lender to any departure therefrom by the Company shall be effective unless such amendment, waiver or consent shall be in writing and signed by a duly authorized officer of the Lender (and, in the case of amendments, signed by both a duly authorized officer of the Lender and duly authorized signatories of the Company), and any such amendment, waiver or consent shall then be effective only for the period and on the conditions and for the specific instance specified in such writing. No failure or delay by the Lender in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other rights, power or privilege.

(f) All notices or other communications under or in connection with this Agreement shall be given in writing or by facsimile. Any such notice will be deemed to be given as follows:

(i) if in writing, when delivered; and

(ii) if by facsimile, when received.

However, a notice given in accordance with the above but received on a non-Business Day or after business hours in the place of receipt will only be deemed to be given on the next Business Day in that place. All notices to the Lender pursuant to Paragraph 1(b)

JACOBS ENGINEERING UK LIMITED

January 26, 2011

Page 10

hereof are to be confirmed by the Company by depositing the original thereof in the post on the same day (but may be relied upon by the Lender irrespective of receipt of such confirmation). All notices under shall be addressed to the other party at the address as such person shall have notified to the other in writing.

The Lender shall be entitled to rely and act upon any notices purportedly given by or on behalf of the Company even if (x) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (y) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Company shall indemnify the Lender, its affiliates and the officers, directors, employees, agents and attorneys-in-fact of the Lender and such affiliates from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Company.

(g) This Agreement shall inure to the benefit of the parties hereto and their respective successors and assigns, except that the Company may not assign its rights and obligations hereunder. The Lender may at any time (i) assign all or any part of its rights and obligations hereunder to any other Person with the consent of the Company, such consent not to be unreasonably withheld, provided that no such consent shall be required if the assignment is to an affiliate of the Lender or if a Default or Event of Default exists and no assignment shall be made to another Person which increases the cost to the Company under the second paragraph under Paragraph 1(e), and (ii) grant to any other Person participating interests in all or part of its rights and obligations hereunder without notice to the Company. Notwithstanding the foregoing, no consent shall be given by the Company for any assignment if that assignment would increase the amounts owed or payable by the Company hereunder. The Company agrees to execute any documents reasonably requested by the Lender in connection with any such assignment. All information provided by or on behalf of the Company to the Lender or its affiliates may be furnished by the Lender to its affiliates and to any actual or proposed assignee or participant.

(h) The Company shall pay the Lender, on demand, all reasonable out-of-pocket expenses and legal fees (including the allocated costs for in-house legal services) incurred by the Lender in connection with the enforcement of this Agreement or any instruments or agreements executed in connection herewith.

(i) The Company agrees to indemnify, save and hold harmless the Lender, its affiliates, and their respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (i) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against the Company or any of its affiliates, officers or directors; (ii) any and all claims, demands, actions or causes of action arising out of or relating to, the Loan Documents, any predecessor loan documents, the Commitment, the use or contemplated use of the proceeds of the Loan, or the relationship of the Company and the Lender under

JACOBS ENGINEERING UK LIMITED

January 26, 2011

Page 11

this Agreement; (iii) any administrative or investigative proceeding by any governmental authority arising out of or related to a claim, demand, action or cause of action described in clause (i) or (ii) above; and (iv) any and all liabilities, losses, costs or expenses (including legal fees, which shall include the allocated costs for in-house legal services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding, including those liabilities caused by an Indemnitee’s own negligence; provided that no Indemnitee shall be entitled to indemnification for any loss caused by its own gross negligence or willful misconduct or for any loss asserted against it by another Indemnitee. The agreements in this Paragraph 7(i) shall survive the termination of the Commitment and the repayment, satisfaction or discharge of all the other obligations and liabilities of the Company under the Loan Documents.

(j) If any provision of this Agreement or any other Loan Document shall be held invalid or unenforceable in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions hereof or thereof.

(k) This Agreement may be executed in one or more counterparts, and each counterpart, when so executed, shall be deemed an original but all such counterparts shall constitute but one and the same instrument.

(l) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK THE COMPANY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT AND EACH STATE COURT IN THE CITY OF NEW YORK AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. THE COMPANY IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO THE COMPANY AT ITS ADDRESS SET FORTH BENEATH ITS SIGNATURE HERETO. THE COMPANY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

JACOBS ENGINEERING UK LIMITED

January 26, 2011

Page 12

(m) THE COMPANY AND THE LENDER EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

(n) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

(o) The Lender hereby notifies the Company that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub.L. 107-56 (signed into law October 26, 2001)) (the “Act”), the Lender is required to obtain, verify and record information that identifies the Company, which information includes the name and address of the Company and other information that will allow the Lender to identify the Company in accordance with the Act. The Company shall, promptly following a request by the Lender, provide all documentation and other information that the Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.

JACOBS ENGINEERING UK LIMITED

January 26, 2011

Page 13

Please indicate your acceptance of the Commitment on the foregoing terms and conditions by returning an executed copy of this Agreement to the undersigned not later than January 28, 2011.

BANK OF AMERICA, N.A., London Branch
By:	/s/ Gary Saint
Name:	Gary Saint
Title:	Vice President

Address for notices to Lender:	For borrowing requests:
Bank of America, CA9-193-24-05 333 South Hope Street, 24th Floor Los Angeles, CA 90071 Att:    Mathew Griesbach  Director	Bank of America, N.A., 26 Elmfield Road, Bromley, BR1 1WA Att:     Gary Durrell/Adi Khambata   Loan Service Tel: +44 208 695 3090/3389 Fax: +44 208 313 2149 Email: Emealoanservicebromley@bankofamerica.com
	Accepted and Agreed to as of the date first written above:

JACOBS ENGINEERING UK Limited
By:	/s/ John W. Prosser, Jr.
Name:	John W. Prosser, Jr.
Title:	Director

Address for notices to Company:	With a copy to:
	Jacobs Engineering Group Inc. 1111 South Arroyo Parkway Pasadena, CA 91105 Att:    Michael J. Carlin  Assistant Treasurer

EXHIBIT A

DEFINITIONS

Agreement:	This letter agreement, as amended, restated, extended, supplemented or otherwise modified in writing from time to time.
Breakage Costs:	Any loss, cost or expense incurred by the Lender (excluding any loss of anticipated profits but including any loss or expense arising from the liquidation or reemployment of funds obtained by the Lender to maintain the relevant portion of the Loan or from fees payable to terminate the deposits from which such funds were obtained) as a result of (i) any continuation, payment or prepayment of the Loan or any portion thereof on a day other than the last day of the Interest Period therefor (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or (ii) any failure by the Company (for a reason other than the failure of the Lender to make the Loan when all conditions to making the Loan have been met by the Company in accordance with the terms hereof) to prepay, borrow, or continue the Loan on a date or in the amount notified by the Company. The certificate of the Lender as to its costs of funds, losses and expenses incurred shall be conclusive absent manifest error.
Business Day:	Any day other than a Saturday, Sunday, or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the State of New York and any such day on which dealings in Pound Sterling deposits are conducted by and between banks in the London interbank market.
Closing Date:	January 26, 2011.
Default:	Any event that, with the giving of any notice, the passage of time, or both, would be an Event of Default.
Event of Default:	Has the meaning set forth in Paragraph 6.
Guarantor:	Jacobs and each Person executing and delivering the Guaranty.
Guaranty Event of Default:	Any Loan Party failing to comply with any covenant or agreement in the Guaranty beyond any applicable grace periods (and, in that regard, all covenants or agreements set forth in the Guaranty as to which there is a grace or cure period applicable to an analogous covenant or agreement in the Incorporated Agreement shall be deemed to include a corresponding grace or cure period to the extent one exists in the Incorporated Agreement), including any covenant or agreement incorporated by reference therein pursuant to Section 11 thereof (it being understood and agreed that any notice requirement set forth in the Incorporated Agreement shall be met by the Lender giving the applicable notice to the Company hereunder).
Guaranty:	A guaranty substantially in the form of Exhibit 1 to this letter agreement.

-1-

Definition

Incorporated Agreement:	The Credit Agreement dated as of December 15, 2005 by and among Jacobs, certain subsidiaries as borrowers, Bank of America, N.A., as the Administrative Agent, U.S. Swing Line Lender and L/C Issuer, The Bank of Nova Scotia, as the Canadian Facility Agent and Canadian Swing Line Lender, and the lenders from time to time party thereto. All references to the Incorporated Agreement shall mean the Incorporated Agreement as in effect on the date hereof, without giving effect to any amendment, waiver, supplement or other modification thereto or thereof not consented to by the Lender in its capacity as a lender thereunder. If the Incorporated Agreement is terminated, amended and restated cancelled, discharged, refinanced or otherwise replaced, references to “Incorporated Agreement” herein shall mean the Incorporated Agreement as in effect immediately prior thereto, subject to the prior sentence.
Interest Period:	For the Loan or any portion thereof, (a) initially, the period commencing on the date the Loan is disbursed and (b) thereafter, the period commencing on the last day of the preceding Interest Period, and, in each case, ending on the earlier of (x) the Maturity Date and (y) one, two or three months thereafter, as requested by the Company; provided that:
	(i)     any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; and
	(ii)    any Interest Period which begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period.
Jacobs:	Jacobs Engineering Group Inc., a Delaware corporation.
LIBOR:	(a)     the percentage rate per annum of the offered quotations in Pounds Sterling and applicable for the Interest Period which appears on the page of the Reuter Money Rates Service Screen which displays an average British Bankers Association Interest Settlement Rate (being currently “LIBOR01” and subsequent pages) (or such other page or service as may replace such page(s)) for the purpose of displaying an average British Bankers Association Interest Settlement Rate for such currency as the Lender shall select) as at 11.00 a.m. on the first day of such Interest Period; or

-2-

Definition

	(b)    if in any case no such display rate is then available, the rate determined by Lender at which it is offered deposits in the Pounds Sterling and for the Interest Period by prime banks in the London interbank market at or about 11.00 a.m. on the first day of such Interest Period;
	provided, however, that if a Market Disruption Event occurs in relation to the Loan or any continuation thereof for any Interest Period, then the rate of interest on the Loan for the Interest Period shall, instead of being LIBOR as calculated above, be the rate per annum which expresses as a percentage rate per annum the cost to the Lender of funding the Loan from whatever source it may reasonably select.
Loan Documents:	This Agreement, the Guaranty, any certificate, and other instrument, document or agreement delivered in connection with this Agreement.
Loan Parties:	Collectively, Jacobs, the Company and each Guarantor.
Mandatory Cost:	Has the meaning set forth in Schedule 1 hereto.
Market Disruption Event:	The Lender determines, in its sole discretion that it is unable to obtain from leading banks a rate for the purposes of determining LIBOR for the relevant Interest Period, or the Lender otherwise determines, in its sole discretion, that adequate and fair means do not exist for ascertaining LIBOR for the relevant Interest Period; or in the opinion of the Lender:
	(a)    matching deposits for an Interest Period in respect of the Loans are not available to it in the London interbank market in the ordinary course of business; or
	(b)    the cost to it of matching deposits in the relevant interbank market would be in excess of LIBOR.
Material Adverse Effect:	(a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Company or; (b) a material impairment of the ability of the Loan Parties, taken as a whole, to perform their obligations under the Loan Documents; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.
Maturity Date:	April 30, 2012 or such earlier date on which the Commitment may terminate in accordance with the terms hereof.
Responsible Officer:	The chief financial officer, director or any assistant treasurer of, or any attorney duly appointed by, a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

-3-

Definition

SCHEDULE 1

MANDATORY COST FORMULAE

1. The Mandatory Cost is an addition to the interest rate to compensate the Lender for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank.

2. On the first day of each Interest Period (or as soon as possible thereafter) the Lender shall calculate, as a percentage rate, a rate per annum (the “Additional Cost Rate”) in accordance with the paragraphs set out below.

3. The Additional Cost Rate will be calculated by the Lender as follows:

AB + C(B – D) + E x 0.01 per cent. per annum

              100 – (A + C)

Where:

A is the percentage of Eligible Liabilities (assuming these to be in excess of any stated minimum) which the Lender is from time to time required to maintain as an interest free cash ratio deposit with the Bank of England to comply with cash ratio requirements.

B is the percentage rate of interest (excluding the Margin and the Mandatory Cost and, if the Loan is in default, the additional rate of interest specified in Paragraph 1(c) as being the “default rate” payable for the relevant Interest Period on the Loan.

C is the percentage (if any) of Eligible Liabilities which the Lender is required from time to time to maintain as interest bearing Special Deposits with the Bank of England.

D is the percentage rate per annum payable by the Bank of England to the Lender on interest bearing Special Deposits.

E is designed to compensate the Lender for amounts payable under the Fees Rules as calculated in accordance with paragraph 6 below and expressed in pounds per £1,000,000.

4. For the purposes of this Schedule:

(a) “Eligible Liabilities” and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

(b) “Fees Rules” means the rules on periodic fees contained in the FSA Supervision Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;

(c) “Fee Tariffs” means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate); and

(d) “Tariff Base” has the meaning given to it in, and will be calculated in accordance with, the Fees Rules.

5. In application of the above formulae, A, B, C and D will be included in the formulae as percentages (i.e. 5 per cent. will be included in the formula as 5 and not as 0.05). A negative result obtained by subtracting D from B shall be taken as zero. The resulting figures shall be rounded to four decimal places.

6. The Lender shall calculate the rate of charge payable by it to the Financial Services Authority pursuant to the Fees Rules (calculated as soon as practicable after publication by the Financial Services Authority) in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by the Lender as being the average of the Fee Tariffs applicable to the Lender for that financial year) and will be expressed in pounds per £1,000,000 of the Tariff Base of the Lender.

7. Any determination by the Lender pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to the Lender shall, in the absence of manifest error, be conclusive and binding on all parties.

8. The Lender may from time to time, after consultation with the Borrower, determine and notify to all parties any amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all parties.

EXHIBIT 1

FORM OF GUARANTY

EXHIBIT 2

TO BE ON COMPANY HEADED PAPER

BORROWING REQUEST

From:	Jacobs Engineering UK Limited (“Company”)
To:	Bank of America, N.A. FAO: Gary Durrell Loan Services 26 Elmfield Road, Bromley, BR1 1WA Tel : (44) (0) 208 695 3090           Fax : (44) (0) 208 313 2149
Dated:	January 26, 2011

Dear Sirs

Jacobs Engineering UK Limited Senior Term Loan Facility dated as of January 26, 2011 (the “Facility Letter;” capitalized terms not defined herein have the meanings assigned to them in the Facility Letter)

1. We refer to the Facility Letter. This is the Notice of Borrowing pursuant to paragraph 3(g) thereof.

2. We wish to borrow the Loan on the following terms:

Proposed Borrowing Date:	[    ] (the Closing Date)
Amount:	[    ] not to exceed the Commitment
Interest Period:	[        ]

3. The proceeds of this Loan should be credited to [account number].

4. The Company hereby represents and warrants that:

a each representation and warranty set forth in Paragraph 4 of the Facility Agreement shall be true and correct in all material respects on the above borrowing date; and

b. no Default shall have occurred and be continuing on such borrowing date.

Yours faithfully

Authorised signatory for JACOBS ENGINEERING UK LIMITED

EX-10.4

Exhibit 10.4

January 26, 2011

JACOBS AUSTRALIA PTY LIMITED

c/o Jacobs Engineering Group, Inc.

1111 South Arroyo Parkway

Pasadena, CA 91105

Re:     Senior Term Loan Facility

Ladies and Gentlemen:

BANK OF AMERICA, N.A., Australian Branch (the “Lender”), is pleased to make available to JACOBS AUSTRALIA PTY LIMITED (ACN 079 749 287; the “Company”), a senior term loan facility on the terms and subject to the conditions set forth below. Terms not defined herein have the meanings assigned to them in Exhibit A hereto or in the Incorporated Agreement.

1. The Term Loan.

(a) The Commitment. Subject to the terms and conditions set forth herein, the Lender agrees to make available to the Company in one drawdown on January 31, 2011 a term loan denominated in Australian Dollars (the “Loan”) in a principal amount not exceeding A$121,500,000 (the “Commitment”). Once repaid or prepaid, the Loan may not be reborrowed.

(b) Borrowings and Continuations. The Company may request that the Loan be made or all or a portion thereof continued by irrevocable written notice to be received by the Lender not later than 11:00 a.m. three Business Days prior to the Business Day of the borrowing or such continuation. If the Company fails to give a notice of continuation prior to the end of any Interest Period with respect to any portion of the Loan, the Company shall be deemed to have selected an Interest Period of one month for such period.

Each portion of the Loan comprising one Interest Period shall be in a principal amount of at least A$10,000,000 or a whole multiple of A$1,000,000 in excess thereof. There shall not be more than five different Interest Periods in effect at any time.

(c) Interest. The Loan shall bear interest at a rate per annum equal to BBR plus 0.75%. Interest shall be calculated on the basis of a year of 365 days and actual days elapsed.

The Company promises to pay interest on the Loan on the last day of each applicable Interest Period, and, if any Interest Period is longer than three months, on the respective dates that fall every three months after the beginning of the Interest Period. If the time for any payment is extended by operation of law or otherwise, interest shall continue to accrue for such extended period.

JACOBS AUSTRALIA PTY LIMITED

January 26, 2011

Page 2

Notwithstanding the foregoing, if the Company fails to pay any amount payable by it under the Loan Documents, it shall forthwith on demand by the Lender, pay interest on the overdue amount from the due date up to the date of actual payment, both before and after judgment, at a rate (the “default rate”) determined by the Lender to be two per cent. per annum above the higher of:

(i) the interest rate set forth above as applicable immediately before the due date; and

(ii) the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan for such successive Interest Periods of such duration as the Lender may determine (each a “Designated Term”).

The default rate will be determined on each Business Day or the first day of, or two Business Days before the first day of, the relevant Designated Term, as appropriate. In no case shall interest hereunder exceed the amount that the Lender may charge or collect under applicable law.

(d) Evidence of Loan. The Loan and all payments thereon shall be evidenced by the Lender’s loan accounts and records; provided, however, that upon the request of the Lender, the Loan may be evidenced by a promissory note. Such loan accounts, records and promissory note shall be conclusive absent manifest error of the amount of the Loan and payments thereon. Any failure to record the Loan or payment thereon or any error in doing so shall not limit or otherwise affect the obligation of the Company to pay any amount owing with respect to the Loan.

(e) Repayment. The Company promises to pay the Loan on the Maturity Date.

The Company shall make all payments required hereunder not later than 11:00 a.m. on the date of payment in same day funds in Australian Dollars at the office and into such bank account of the Lender, in each case from time to time designated in writing.

All payments by the Company to the Lender hereunder shall be made to the Lender in full without set-off or counterclaim and free and clear of and exempt from, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, duties or charges of whatsoever nature imposed by any government or any political subdivision or taxing authority thereof. The Company shall reimburse the Lender for any taxes imposed on or withheld from such payments (other than taxes imposed on the Lender’s income, and franchise taxes imposed on the Lender, by the jurisdiction under the laws of which the Lender is organized or any political subdivision thereof) or by the jurisdiction in which the Lender maintains the Loan.

(g) Prepayments. The Company may, upon three Business Days’ notice prepay the Loan or any portion thereof on any Business Day; provided that the Company pays all Breakage Costs (if any) associated with such prepayment on the date of such prepayment.

JACOBS AUSTRALIA PTY LIMITED

January 26, 2011

Page 3

Prepayments must be accompanied by a payment of interest on the amount so prepaid. Prepayments must be in a principal amount of A$5,000,000 or a whole multiple of A$1,000,000 in excess thereof. Once prepaid, no portion of the Loan may be reborrowed.

2. Guaranty Matters. As soon as reasonably possible, but in any event no later than 30 days after (a) any Subsidiary becoming a Subsidiary Guarantor under and as defined in the Incorporated Agreement, or (b) any Foreign Subsidiary (except Jacobs France S.A.S. and Jacobs Canada Inc. and, with respect to Jacobs Nederland B.V., subject to the consent of the applicable Works Council) executing and delivering an accession agreement to the Foreign Designated Borrower Guaranty under and as defined in the Incorporated Agreement, the Company shall cause such Subsidiary to execute and deliver to the Lender an accession agreement in the form of Annex 1 to the Guaranty, appropriately completed, and deliver to the Lender documents of the type delivered under the Incorporated Agreement, all in form, content and scope reasonably satisfactory to the Lender; provided, however, that no Foreign Subsidiary will be required to execute and deliver the Guaranty unless the Lender determines in its reasonable discretion and after consultation with the Company that there are (a) no legal restrictions that would make such execution and delivery not commercially feasible or (b) no “deemed dividend” or other tax issues that would result in income being attributable to Jacobs or any of its Subsidiaries as a result thereof.

3. Conditions Precedent to Loan. As a condition precedent to the Loan hereunder, the Lender must receive the following from the Company in form satisfactory to the Lender:

(a) Executed counterparts of this Agreement;

(b) Executed counterparts of the Guaranty;

(c) Such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Loan Parties as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Loan Parties are a party;

(d) Such documents and certifications as the Lender may reasonably require to evidence that the Loan Parties are duly organized or formed, and that it is validly existing, in good standing (where applicable) and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;

(e) Opinions of counsel to the Loan Parties, addressed to the Lender, as to the matters set forth in Exhibit J to the Incorporated Agreement mutatis mutandis (which opinions may be rendered by internal counsel to the Loan Parties) (the “Opinions”);

JACOBS AUSTRALIA PTY LIMITED

January 26, 2011

Page 4

(f) An upfront fee equal to 7.5 basis points of the Commitment payable in Australian Dollars;

(g) A Notice of Borrowing in the form of Exhibit 2 hereto; and

(h) Such other documents and certificates as the Lender may reasonably request.

4. Representations and Warranties. The Company represents and warrants that:

(a) Existence and Qualification; Power; Compliance with Laws. It (i) is a corporation duly organized or formed, validly existing and in good standing under the laws of Australia (or a political subdivision thereof), and (ii) is in compliance with all laws, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

(b) Power; Authorization; Enforceable Obligations. The execution, delivery and performance of this Agreement and the other Loan Documents by the Company are within its powers and have been duly authorized by all necessary action, and this Agreement is and the other Loan Documents, when executed, will, subject to any reservations and qualifications set out in the Opinions, be legal, valid and binding obligations of the Company, enforceable in accordance with their respective terms. The execution, delivery and performance of this Agreement and the other Loan Documents are not in contravention of law or of the terms of the Company’s organizational documents and will not result in the breach of or constitute a default under, or result in the creation of a lien under any indenture, agreement or undertaking to which the Company is a party or by which it or its property may be bound or affected in circumstances where, except for the Company’s agreement to acquire certain assets and operations of Aker Solutions ASA’s process and construction segment, such contravention could reasonably be expected to have a Material Adverse Effect.

(c) No Material Litigation. No litigation or governmental proceeding is pending or, to the best knowledge of the Company, threatened in writing or against the Company which, could reasonably be expected to have a Material Adverse Effect.

(d) No Default. No Default or Event of Default has occurred and is continuing.

(e) Environmental Matters. All facilities owned or leased by the Company or its Subsidiaries have been and continue to be in material compliance with all material and applicable environmental laws and regulations.

(f) Use of Proceeds. The proceeds of the Loan will be used solely to acquire certain assets and operations of Aker Solutions ASA’s process and construction segment, so long as such use is not in contravention of any requirement of law or of any Loan Document.

JACOBS AUSTRALIA PTY LIMITED

January 26, 2011

Page 5

(g) Full Disclosure. No written statement made by the Company to the Lender in connection with this Agreement, or in connection with the Loan, contains any untrue statement of a material fact or omits a material fact necessary to make the statement made not misleading in light of the circumstances.

5. Covenants. So long as principal of and interest on the Loan or any other amount payable hereunder or under any other Loan Document remains unpaid or unsatisfied and the Commitment has not been terminated:

(a) Information. The Company shall deliver, or cause to be delivered, to the Lender:

(i) The financial statements, reports, notices and certifications required under Sections 6.01, 6.02 and 6.03 of the Incorporated Agreement; provided, however, that such items received by the Lender under the Incorporated Agreement shall be deemed to have been delivered hereunder.

(ii) promptly upon the Company’s obtaining knowledge of any Default, a certificate of the chief financial officer of the Company setting forth the details thereof and any action that the Company is taking or proposes to take with respect thereto; and

(iii) from time to time such additional information regarding the financial condition or business of the Company as the Lender may reasonably request.

(b) Other Affirmative Covenants. The Company shall:

(i) preserve and maintain all of its rights, privileges, and franchises necessary in the normal conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect;

(ii) comply with the requirements of all applicable laws, rules, regulations, and orders of governmental authorities, except to the extent the failure to comply therewith could not reasonably be expected to result in a Material Adverse Effect;

(iii) pay and discharge when due all taxes, assessments, and governmental charges or levies imposed on it or on its income or profits or any of its property, except for any such tax, assessment, charge, or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained;

(iv) maintain all of its properties owned or used in its business in good working order and condition ordinary wear and tear excepted;

JACOBS AUSTRALIA PTY LIMITED

January 26, 2011

Page 6

(v) upon reasonable prior written notice, permit representatives of the Lender, during normal business hours, to examine, copy, and make extracts from its books and records, to inspect its properties, and to discuss its business and affairs with its officers, directors, and accountants; and

(vi) maintain insurance in such amounts, with such deductibles, and against such risks as is customary for similarly situated businesses.

(c) Negative Covenant. The Company shall not merge or consolidate with or into any Person or liquidate, wind-up or dissolve itself, or permit or suffer any liquidation or dissolution, or sell all or substantially all of its assets.

6. Events of Default. The following are “Events of Default:”

(a) The Company fails to pay any principal of the Loan as and on the date when due; or

(b) The Company fails to pay any interest on the Loan within three days after the date when due; or the Company fails to pay any other fee or amount payable to the Lender under any Loan Document, or any portion thereof, within five days after the date due; or

(c) The Company fails to perform or observe any term, covenant or agreement contained in Paragraph 5 hereof, and in the case of Paragraph 5(b)(i), (ii), (iii), (iv) or (vi), such failure, if capable of remedy, is not remedied within 30 days of the Company becoming aware of the same; or

(d) The Company fails to perform or observe any other covenant or agreement (not specified above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days; or

(e) Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Company herein, or by any Loan Party in any other Loan Document or in any document delivered in connection herewith or therewith shall be incorrect or misleading when made or deemed made; or

(f) The occurrence of any Guaranty Event of Default; or

(g) The Company (i) fails to make any payment in respect of any indebtedness (other than indebtedness hereunder) or guaranty obligation having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) in excess of A$15,000,000 or equivalent when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise), or (ii) fails to observe or perform any other agreement or condition relating to any such indebtedness or guaranty obligation or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur, the effect of which default or other event is to cause, or to permit

JACOBS AUSTRALIA PTY LIMITED

January 26, 2011

Page 7

the holder or holders of such indebtedness or beneficiary or beneficiaries of such guaranty obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such indebtedness to be demanded or become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such indebtedness to be made, prior to its stated maturity, or such guaranty obligation to become payable or cash collateral in respect thereof to be demanded; or

(h) The occurrence of an “Event of Default” under and as defined in the Incorporated Agreement without giving effect to any waiver or amendment thereof pursuant to the Incorporated Agreement, it being agreed that each such “Event of Default” shall survive any termination, cancellation, discharge or replacement of the Incorporated Agreement; or

(i) The Company is unable or admits inability to pay its debts as they fall due, suspends, or threatens to suspend, making payments on any of its debts (or any class of them) or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (or any class of them) (other than the Lender) with a view to rescheduling any of its indebtedness.

(j) The consolidated value of the assets (determined on a going concern basis) of the Company and its Subsidiaries is less than its liabilities (taking into account contingent and prospective liabilities).

(k) A moratorium is declared in respect of any indebtedness of the Company.

(l) Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(i) the suspension of payments, a moratorium of any indebtedness, bankruptcy, controlled management, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Company;

(ii) a composition, compromise, assignment or arrangement with any creditor of the Company;

(iii) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of the Company or any of its assets; or

(iv) the enforcement of any security interest over any assets of the Company,

or any analogous procedure or step is taken in any jurisdiction, provided that this paragraph (l) shall not apply to:

JACOBS AUSTRALIA PTY LIMITED

January 26, 2011

Page 8

(i) any corporate action, legal proceedings or other procedure or step which is part of a solvent reorganization of the Company or any of its Subsidiaries permitted by this Agreement; or

(ii) any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 90 days of commencement; or

(m) There is entered against the Company (i) a final judgment or order for the payment of money in an aggregate amount exceeding A$15,000,000 or equivalent (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) in the case of a money judgment, such judgment remains unpaid and there is a period of 30 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(n) Any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or satisfaction in full of all the obligations hereunder, ceases to be in full force and effect; or the Loan Party or any other person contests in any manner the validity or enforceability of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or

(o) The Company fails to be a wholly-owned direct or indirect subsidiary of Jacobs.

Upon the occurrence and during the continuance of an Event of Default, the Lender may declare the Commitment to be terminated, whereupon the Commitment shall be terminated, and/or declare all sums outstanding hereunder and under the other Loan Documents, including all interest thereon, to be immediately due and payable, whereupon the same shall become and be immediately due and payable, without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or other notices or demands of any kind or character, all of which are hereby expressly waived; provided, however, that upon the occurrence of Event of Default under Paragraph 6(i) through (l), inclusive, above, the Commitment shall automatically terminate, and all sums outstanding hereunder and under each other Loan Document, including all interest thereon, shall become and be immediately due and payable, without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or other notices or demands of any kind or character, all of which are hereby expressly waived.

JACOBS AUSTRALIA PTY LIMITED

January 26, 2011

Page 9

7. Miscellaneous.

(a) All financial computations required under this Agreement shall be made, and all financial information required under this Agreement shall be prepared, in accordance with U.S. generally accepted accounting principles consistently applied.

(b) All references herein and in the other Loan Documents to any time of day shall mean the local (standard or daylight, as in effect) time of Sydney Australia, and for all other purposes of the Loan Documents, the local (standard or daylight, as in effect) time of Los Angeles, California.

(c) The Company shall be obligated to pay all Breakage Costs.

(d) The Company shall reimburse or compensate, without duplication, the Lender, upon demand, for all costs incurred, losses suffered or payments made by the Lender which are applied or reasonably allocated by the Lender to the transactions contemplated herein (all as determined by the Lender in its reasonable discretion) by reason of any and all future reserve, deposit, capital adequacy or similar requirements against (or against any class of or change in or in the amount of) assets, liabilities or commitments of, or extensions of credit by, the Lender; and compliance by the Lender with any directive, or requirements from any regulatory authority, whether or not having the force of law.

(e) The Company shall pay to Lender, as long as Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), without duplication, additional interest on the unpaid principal amount of the Loan equal to the actual costs of such reserves allocated to the Loan by the Lender (as determined by the Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on the Loan.

(f) No amendment or waiver of any provision of this Agreement (including any provision of the Incorporated Agreement incorporated in any Loan Document by reference) or of any other Loan Document and no consent by the Lender to any departure therefrom by the Company shall be effective unless such amendment, waiver or consent shall be in writing and signed by a duly authorized officer of the Lender (and, in the case of amendments, signed by both a duly authorized officer of the Lender and duly authorized signatories of the Company), and any such amendment, waiver or consent shall then be effective only for the period and on the conditions and for the specific instance specified in such writing. No failure or delay by the Lender in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other rights, power or privilege.

(g) All notices or other communications under or in connection with this Agreement shall be given in writing or by facsimile. Any such notice will be deemed to be given as follows:

JACOBS AUSTRALIA PTY LIMITED

January 26, 2011

Page 10

(i) if in writing, when delivered; and

(ii) if by facsimile, when received.

However, a notice given in accordance with the above but received on a non-Business Day or after business hours in the place of receipt will only be deemed to be given on the next Business Day in that place. All notices to the Lender pursuant to Paragraph 1(b) hereof are to be confirmed by the Company by depositing the original thereof in the post on the same day (but may be relied upon by the Lender irrespective of receipt of such confirmation). All notices under shall be addressed to the other party at the address as such person shall have notified to the other in writing.

The Lender shall be entitled to rely and act upon any notices purportedly given by or on behalf of the Company even if (x) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (y) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Company shall indemnify the Lender, its affiliates and the officers, directors, employees, agents and attorneys-in-fact of the Lender and such affiliates from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Company.

(h) This Agreement shall inure to the benefit of the parties hereto and their respective successors and assigns, except that the Company may not assign its rights and obligations hereunder. The Lender may at any time (i) assign all or any part of its rights and obligations hereunder to any other Person with the consent of the Company, such consent not to be unreasonably withheld, provided that no such consent shall be required if the assignment is to an affiliate of the Lender or if a Default or Event of Default exists and no assignment shall be made to another Person which increases the cost to the Company under the second paragraph under Paragraph 1(e), and (ii) grant to any other Person participating interests in all or part of its rights and obligations hereunder without notice to the Company. Notwithstanding the foregoing, no consent shall be given by the Company for any assignment if that assignment would increase the amounts owed or payable by the Company hereunder. The Company agrees to execute any documents reasonably requested by the Lender in connection with any such assignment. All information provided by or on behalf of the Company to the Lender or its affiliates may be furnished by the Lender to its affiliates and to any actual or proposed assignee or participant.

(i) The Company shall pay the Lender, on demand, all reasonable out-of-pocket expenses and legal fees (including the allocated costs for in-house legal services) incurred by the Lender in connection with the enforcement of this Agreement or any instruments or agreements executed in connection herewith.

(j) The Company agrees to indemnify, save and hold harmless the Lender, its affiliates, and their respective directors, officers, agents, attorneys and employees (collectively the

JACOBS AUSTRALIA PTY LIMITED

January 26, 2011

Page 11

“Indemnitees”) from and against: (i) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against the Company or any of its affiliates, officers or directors; (ii) any and all claims, demands, actions or causes of action arising out of or relating to, the Loan Documents, any predecessor loan documents, the Commitment, the use or contemplated use of the proceeds of the Loan, or the relationship of the Company and the Lender under this Agreement; (iii) any administrative or investigative proceeding by any governmental authority arising out of or related to a claim, demand, action or cause of action described in clause (i) or (ii) above; and (iv) any and all liabilities, losses, costs or expenses (including legal fees, which shall include the allocated costs for in-house legal services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding, including those liabilities caused by an Indemnitee’s own negligence; provided that no Indemnitee shall be entitled to indemnification for any loss caused by its own gross negligence or willful misconduct or for any loss asserted against it by another Indemnitee. The agreements in this Paragraph 7(i) shall survive the termination of the Commitment and the repayment, satisfaction or discharge of all the other obligations and liabilities of the Company under the Loan Documents.

(k) If any provision of this Agreement or any other Loan Document shall be held invalid or unenforceable in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions hereof or thereof.

(l) This Agreement may be executed in one or more counterparts, and each counterpart, when so executed, shall be deemed an original but all such counterparts shall constitute but one and the same instrument.

(m) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK THE COMPANY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT AND EACH STATE COURT IN THE CITY OF NEW YORK AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. THE COMPANY IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO THE COMPANY AT ITS ADDRESS SET FORTH BENEATH ITS SIGNATURE HERETO. THE COMPANY IRREVOCABLY WAIVES, TO THE FULLEST

JACOBS AUSTRALIA PTY LIMITED

January 26, 2011

Page 12

EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(n) THE COMPANY AND THE LENDER EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

(o) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

(p) The Lender hereby notifies the Company that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub.L. 107-56 (signed into law October 26, 2001)) (the “Act”), the Lender is required to obtain, verify and record information that identifies the Company, which information includes the name and address of the Company and other information that will allow the Lender to identify the Company in accordance with the Act. The Company shall, promptly following a request by the Lender, provide all documentation and other information that the Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.

(q) Bank of America, N.A., Australian Branch, hereby represents and warrants to the Company that it is a registered branch in Australia with Australian Tax File Number 87152285 and Australian Corporation Number 064 874 531, and with its address at Governor Philip Tower, Level 38, 1 Farrer Place, Sydney NSW 2000, Australia.

JACOBS AUSTRALIA PTY LIMITED

January 26, 2011

Page 13

Please indicate your acceptance of the Commitment on the foregoing terms and conditions by returning an executed copy of this Agreement to the undersigned not later than January 28, 2011.

	BANK OF AMERICA, N.A., AUSTRALIAN BRANCH
	By:	/s/ Wasim Khan
	Name:	Wasim Khan
	Title:	Vice President
Address for notices to Lender: Governor Philip Tower Level 38 1 Farrer Place Sydney NSW 2000, Australia Att:       Wasim Khan               Vice President With a copy to: Bank of America, CA9-193-24-05 333 South Hope Street, 24th Floor Los Angeles, CA 90071 Att:       Mathew Griesbach               Director	Address for borrowing requests: Phil Katipunan Bank of America, N.A. Australian Branch MLC Center Street Level 64 19 Martin Place Sydney 2000 Australia Phone: 612 9931 4344 Fax: 612 9221 5781 Email: phil.katipunan@baml.com

Accepted and Agreed to as of the date first written above:

SIGNED for JACOBS AUSTRALIA PTY LIMITED under power of attorney in the presence of:
	/s/ John W. Prosser, Jr.
	Signature of attorney
/s/ William C. Markley, III	John W. Prosser, Jr.
Signature of witness	Name
William C. Markley, III	January 25, 2011
Name	Date of power of attorney

JACOBS AUSTRALIA PTY LIMITED

January 26, 2011

Page 14

Address for notices to Company:   Peter Hewitson c/o Jacobs Australia Pty Ltd. Jacobs House Level 7 8-10 Hobart Place Canberra City, 2601 Australia. With a copy to:   JACOBS AUSTRALIA PTY LIMITED c/o Jacobs Engineering Group Inc. 1111 South Arroyo Parkway Pasadena, CA 91105 Attention: Michael J. Carlin Assistant Treasurer

EXHIBIT A

DEFINITIONS

Agreement:	This letter agreement, as amended, restated, extended, supplemented or otherwise modified in writing from time to time.
BBR:	For any Interest Period in relation to any portion of the Loan in Australian Dollars: (a)    the applicable Screen Rate on the first day of such Interest Period; or (b)    if no Screen Rate is available for such Interest Period, the arithmetic mean of the buying rates quoted to the Lender by three Reference Banks at or about 10.30am (Sydney time) on the first day of the period for bills of exchange accepted by a leading Australian bank and which have a term equivalent to such Interest Period; where: “Reference Banks” means Westpac Banking Corporation, National Australia Bank Limited, Australia and New Zealand Banking Group Limited and Commonwealth Bank of Australia. Rates will be expressed as a yield per annum to maturity, and if necessary will be rounded up to the nearest fourth decimal place. “Screen Rate” means the average bid rate displayed at or about 10.30am (Sydney time) on the first day of the relevant Interest Period on the Reuters screen BBSY page for a term equivalent to the relevant Interest Period.
Breakage Costs:	Any loss, cost or expense incurred by the Lender (excluding any loss of anticipated profits but including any loss or expense arising from the liquidation or reemployment of funds obtained by the Lender to maintain the relevant portion of the Loan or from fees payable to terminate the deposits from which such funds were obtained) as a result of (i) any continuation, payment or prepayment of the Loan or any portion thereof on a day other than the last day of the Interest Period therefor (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or (ii) any failure by the Company (for a reason other than the failure of the Lender to make the Loan when all conditions to making the Loan have been met by the Company in accordance with the terms hereof) to prepay, borrow, or continue the Loan on a date or in the amount notified by the Company. The certificate of the Lender as to its costs of funds, losses and expenses incurred shall be conclusive absent manifest error.
Business Day:	Any day other than a Saturday, Sunday, or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the State of New York and any such day on which dealings in Australian Dollar deposits are conducted by and between banks in the Sydney, Australia, interbank market.
Closing Date:	January 26, 2011.
Default:	Any event that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

- 1 -

Definitions

Event of Default:	Has the meaning set forth in Paragraph 6.
Guarantor:	Jacobs and each Person executing and delivering the Guaranty.
Guaranty Event of Default:	Any Loan Party failing to comply with any covenant or agreement in the Guaranty beyond any applicable grace periods (and, in that regard, all covenants or agreements set forth in the Guaranty as to which there is a grace or cure period applicable to an analogous covenant or agreement in the Incorporated Agreement shall be deemed to include a corresponding grace or cure period to the extent one exists in the Incorporated Agreement), including any covenant or agreement incorporated by reference therein pursuant to Section 11 thereof (it being understood and agreed that any notice requirement set forth in the Incorporated Agreement shall be met by the Lender giving the applicable notice to the Company hereunder).
Guaranty:	A guaranty substantially in the form of Exhibit 1 to this letter agreement.
Incorporated Agreement:	The Credit Agreement dated as of December 15, 2005 by and among Jacobs, certain subsidiaries as borrowers, Bank of America, N.A., as the Administrative Agent, U.S. Swing Line Lender and L/C Issuer, The Bank of Nova Scotia, as the Canadian Facility Agent and Canadian Swing Line Lender, and the lenders from time to time party thereto. All references to the Incorporated Agreement shall mean the Incorporated Agreement as in effect on the date hereof, without giving effect to any amendment, waiver, supplement or other modification thereto or thereof not consented to by the Lender in its capacity as a lender thereunder. If the Incorporated Agreement is terminated, amended and restated cancelled, discharged, refinanced or otherwise replaced, references to “Incorporated Agreement” herein shall mean the Incorporated Agreement as in effect immediately prior thereto, subject to the prior sentence.
Interest Period:	For the Loan or any portion thereof, (a) initially, the period commencing on the date the Loan is disbursed and (b) thereafter, the period commencing on the last day of the preceding Interest Period, and, in each case, ending on the earlier of (x) the Maturity Date and (y) one, two or three months thereafter, as requested by the Company; provided that: (i)     any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; and (ii)    any Interest Period which begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period.
Jacobs:	Jacobs Engineering Group Inc., a Delaware corporation.
Loan Documents:	This Agreement, the Guaranty, any certificate, and other instrument, document or agreement delivered in connection with this Agreement.
Loan Parties:	Collectively, Jacobs, the Company and each Guarantor.

- 2 -

Definitions

Material Adverse Effect:	(a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Company or; (b) a material impairment of the ability of the Loan Parties, taken as a whole, to perform their obligations under the Loan Documents; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.
Maturity Date:	April 30, 2012 or such earlier date on which the Commitment may terminate in accordance with the terms hereof.
Responsible Officer:	The chief financial officer, director or any assistant treasurer of, or any attorney duly appointed by, a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

- 3 -

Definitions

EXHIBIT 1

FORM OF GUARANTY

EXHIBIT 2

to be on company headed paper

Borrowing Request

From:	Jacobs Australia Pty Limited (“Company”)
To:	Bank of America, N.A., Australian Branch MLC Center Street Level 64 19 Martin Place Sydney 2000, Australia Att: Phil Katipunan        Phone: 612 9931 4344 Fax: 612 9221 5781        Email: phil.katipunan@baml.com
Dated:	January 27, 2011

Dear Sirs

Jacobs Australia Pty Limited Senior Term Loan Facility dated as of January 26, 2011 (the “Facility Letter;” capitalized terms not defined herein have the meanings assigned to them in the Facility Letter)

1. We refer to the Facility Letter. This is the Notice of Borrowing pursuant to paragraph 3(g) thereof.

2. We wish to borrow the Loan on the following terms:

Proposed Borrowing Date:	[            ] (the Closing Date)
Amount:	[            ] not to exceed the Commitment
Interest Period:	[                ]

3. The proceeds of this Loan should be credited to [account number].

4. The Company hereby represents and warrants that:

a each representation and warranty set forth in Paragraph 4 of the Facility Agreement shall be true and correct in all material respects on the above borrowing date; and

b., no Default shall have occurred and be continuing on such borrowing date.

Yours faithfully

Authorised signatory for JACOBS AUSTRALIA PTY LIMITED

EX-10.5

Exhibit 10.5

GUARANTY

THIS GUARANTY (this “Guaranty”), dated as of January 26, 2011 is made by each Guarantor named in the signature pages hereof (each a “Guarantor” and, collectively, the “Guarantors”), in favor of [Lender] (the “Lender”)

[Borrower], a company organized under [Jurisdiction]) (the “Company”), is party to a letter loan agreement dated as of even date herewith (as amended, modified, renewed or extended from time to time, the “Letter Loan Agreement”). The Company is a Subsidiary of Jacobs Engineering Group Inc., a Delaware corporation (“Jacobs”).

It is a condition precedent to the Loan under the Letter Loan Agreement that each Guarantor guarantee the indebtedness and other obligations of the Company under or in connection with the Letter Loan Agreement. Jacobs and each other Guarantor, as a Subsidiary of Jacobs, will derive substantial direct and indirect benefits from the making of the Loan to the Company (which benefits are hereby acknowledged by each Guarantor).

Accordingly, to induce the Lender to enter into the Letter Loan Agreement, and in consideration thereof, each Guarantor hereby agrees as follows:

SECTION 1 Definitions; Interpretation.

(a) Terms Defined in Letter Loan Agreement. All capitalized terms used in this Guaranty (including in the recitals hereof) and not otherwise defined herein shall have the meanings assigned to them in the Letter Loan Agreement or the Incorporated Agreement.

(b) Certain Defined Terms. As used in this Guaranty (including in the recitals hereof), the following terms shall have the following meanings:

“Bankruptcy Code” means the United States Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq.).

“Collateral” means any property and interests and proceeds thereof now or hereafter acquired by any Guarantor or any other Person in which a Lien shall exist in favor of the Lender to secure the Guaranteed Obligations.

“Collateral Documents” means any agreement pursuant to which any Guarantor or any other Person provides a Lien on any Collateral and all filings, documents and agreements made or delivered pursuant thereto.

“Excluded Taxes” means, with respect to the Lender or any other recipient of any payment to be made by or on account of any Guaranteed Obligation hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of the Lender, in which its applicable Lending Office is located, (b) any branch profits taxes imposed by the United States and (c) any United States withholding tax or any similar tax

imposed by any other jurisdiction in which any Guarantor is located that is imposed on amounts payable to the Lender or such other recipient that is attributable to the Lender’s or such other recipients failure or inability (other than as a result of a change in law after the date hereof) to comply with Section 8(g) hereof and deliver to the Guarantors such United States Treasury Department or Internal Revenue Service forms as are necessary to establish the Lender’s or such other recipient’s complete exemption from such withholding tax, or any similar tax imposed by any other jurisdiction in which any Guarantor is located.

“Guaranteed Obligations” has the meaning set forth in Section 2.

“Guarantor Documents” means this Guaranty and all other certificates, documents, agreements and instruments delivered to the Lender under or in connection with this Guaranty and the Loan Documents.

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Incorporated Agreement” means the Credit Agreement dated as of December 15, 2005 by and among Jacobs, certain subsidiaries as borrowers, Bank of America, N.A., as the Administrative Agent, U.S. Swing Line Lender and L/C Issuer , The Bank of Nova Scotia, as the Canadian Facility Agent and Canadian Swing Line Lender, BNP Paribas and Wachovia Bank as co-syndication agents, and the lenders from time to time party thereto. All references to the Incorporated Agreement shall mean the Incorporated Agreement as in effect on the date hereof, without giving effect to any amendment, waiver, supplement or other modification thereto or thereof not consented to by the Lender in its capacity as a lender thereunder. If the Incorporated Agreement is terminated, amended and restated cancelled, discharged, refinanced or otherwise replaced, references to “Incorporated Agreement” herein shall mean the Incorporated Agreement as in effect immediately prior thereto, subject to the prior sentence.

“Insolvency Proceeding” means, with respect to any Person, (a) any case, action or proceeding with respect to such Person before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment for the benefit of creditors, composition, marshalling of assets for creditors, or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors; in either case undertaken under Debtor Relief Laws.

“Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Guarantor Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Guaranty or any other Guarantor Document.

“Solvent” means, as to any Person at any time, that (a) the fair value of the property of such Person is greater than the amount of such Person’s liabilities (including disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated for purposes of Section 101(32) of the Bankruptcy Code and, in the alternative, for purposes of the California Uniform Fraudulent Transfer Act; (b) the present fair saleable value of the property of such Person is not less than the amount that will be required to pay the probable

- 2 -

liability of such Person on its debts as they become absolute and matured; (c) such Person is able to realize upon its property and pay its debts and other liabilities (including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business; (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature; and (e) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute unreasonably small capital.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto other than Excluded Taxes and Indemnified Taxes.

SECTION 2 Guaranty.

(a) Guaranty. Each Guarantor hereby unconditionally and irrevocably guarantees to the Lender, and its successors, endorsees, transferees and assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of the indebtedness, liabilities and other obligations of the Company to the Lender under or in connection with the Letter Loan Agreement, and the other Loan Documents, including all unpaid principal of the Loan, all interest accrued thereon, all fees due under the Letter Loan Agreement and all other amounts payable by the Company to the Lender thereunder or in connection therewith. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Company or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Company, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 15), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

(b) Limitation of Guaranty. To the extent that any court of competent jurisdiction shall impose by final judgment under applicable law (including the California Uniform Fraudulent Transfer Act and §§544 and 548 of the Bankruptcy Code) any limitations on the amount of any Guarantor’s liability with respect to the Guaranteed Obligations which the Lender can enforce under this Guaranty, the Lender accepts such limitation on the amount of such Guarantor’s liability hereunder to the extent needed to make this Guaranty and the Guarantor Documents fully enforceable and nonavoidable.

SECTION 3 Liability of Guarantors. The liability of the Guarantors under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the

- 3 -

indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees as follows:

(i) such Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of such Guarantor and shall not be contingent upon the Lender’s exercise or enforcement of any remedy it may have against the Company, or any other Person, or against any Collateral;

(ii) the Lender may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Lender and the Company with respect to the existence of such Event of Default;

(iii) this Guaranty is a guaranty of payment when due and not merely of collectibility;

(iv) each Guarantor waives any defense of the Company or of any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Lender) of the liability of the Company;

(v) such Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge such Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and

(vi) such Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall such Guarantor be exonerated or discharged by, any of the following events:

(A) any Insolvency Proceeding with respect to the Company, any Subsidiary, such Guarantor, or any other Person;

(B) any limitation, discharge, or cessation of the liability of the Company, such Guarantor, or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;

(C) any merger, acquisition, consolidation or change in structure of the Company, such Guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of the Company, such Guarantor or other Person;

(D) any assignment or other transfer, in whole or in part, of the Lender’s interests in and rights under this Guaranty or the other Loan Documents, including any the Lender’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of the Lender’s interests in and to any of the Collateral;

(E) any claim, defense, counterclaim or setoff, other than that of prior performance, that the Company, such Guarantor, or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;

- 4 -

(F) the Lender’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or the Lender’s exchange, release, or waiver of any Collateral;

(G) the Lender’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including the Lender’s compromise, release, settlement or waiver with or of any other Person;

(H) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Lender thereon or therein;

(I) the Lender’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;

(J) any acts of any Governmental Authority of or in any jurisdiction affecting the Company, such Guarantor, or other Person, including any restrictions on the conversion or exchange of currency or repatriation or control of funds, a declaration of banking moratorium or any suspension of payments by banks in any jurisdiction or the imposition by any jurisdiction or any Governmental Authority thereof or therein of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction, or any total or partial expropriation, confiscation, nationalization or requisition of any such Person’s property; any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in any jurisdiction; or any economic, political, regulatory or other events in any jurisdiction; and

(K) any other guaranty, whether by such Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of the Company to the Lender.

SECTION 4 Consents of Guarantors. Each Guarantor hereby unconditionally consents and agrees that, without notice to or further assent from such Guarantor:

(i) the principal amount of the Guaranteed Obligations may be increased or decreased and additional Guaranteed Obligations of the Company under the Loan Documents may be incurred, by one or more amendments, modifications, renewals or extensions of any Loan Document or otherwise;

(ii) the time, manner, place or terms of any payment under any Loan Document may be extended or changed, including by an increase or decrease in the interest rate on any Guaranteed Obligation or any fee or other amount payable under such Loan Document, by an amendment, modification or renewal of any Loan Document or otherwise;

(iii) the time for the Company’s (or any other Person’s) performance of or compliance with any term, covenant or agreement on its part to be performed or observed under any Loan Document may be extended, or such performance or compliance waived, or failure in or departure from such performance or compliance consented to, all in such manner and upon such terms as the Lender may deem proper;

- 5 -

(iv) the Lender may discharge or release, in whole or in part, any Person liable for the payment and performance of all or any part of the Guaranteed Obligations, and may permit or consent to any such action or any result of such action, and shall not be obligated to demand or enforce payment upon any of the Collateral or any other collateral, nor shall the Lender be liable to the Guarantors for any failure to collect or enforce payment or performance of the Guaranteed Obligations from any Person;

(v) the Lender may request and accept other guaranties of the Guaranteed Obligations and any other indebtedness, obligations or liabilities of the to the Lender and may, from time to time, in whole or in part, surrender, release, subordinate, modify, waive, rescind, compromise or extend any such guaranty and may permit or consent to any such action or the result of any such action;

(vi) the Lender may take and hold other security (legal or equitable) of any kind, at any time, as collateral for the Guaranteed Obligations, and may, from time to time, in whole or in part, exchange, sell, surrender, release, subordinate, modify, waive, rescind, compromise or extend such security and may permit or consent to any such action or the result of any such action, and may apply such security and direct the order or manner of sale thereof; and

(vii) the Lender may exercise, or waive or otherwise refrain from exercising, any other right, remedy, power or privilege (including the right to accelerate the maturity of any Loan and any power of sale) granted by any Loan Document or other security document or agreement, or otherwise available to the Lender, with respect to the Guaranteed Obligations or any of the Collateral, even if the exercise of such right, remedy, power or privilege affects or eliminates any right of subrogation or any other right of the Guarantors against the Company;

all as the Lender may deem advisable, and all without impairing, abridging, releasing or affecting this Guaranty.

SECTION 5 Guarantor Waivers.

(a) Certain Waivers. Each Guarantor waives and agrees not to assert:

(i) any right to require the Lender to marshal assets in favor of the Company, such Guarantor, or any other Person, to proceed against the Company, or any other Person, to proceed against or exhaust any of the Collateral, to give notice of the terms, time and place of any public or private sale of personal property security constituting the Collateral or other collateral for the Guaranteed Obligations or comply with any other provisions of §9-611 of the New York UCC (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of the Lender whatsoever;

(ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations;

(iii) any defense arising by reason of any lack of corporate or other authority or any other defense of the Company, such Guarantor or any other Person;

- 6 -

(iv) any defense based upon the Lender’s errors or omissions in the administration of the Guaranteed Obligations;

(v) any defense based upon an election of remedies (including, if available, an election to proceed by nonjudicial foreclosure) which destroys or impairs the subrogation rights of such Guarantor or the right of such Guarantor to proceed against the Company, or any other obligor of the Guaranteed Obligations for reimbursement; and

(vi) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this Guaranty, including any rights and defenses available to any Guarantor by reason of Sections 2787 to 2855, inclusive, of the California Civil Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing is included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligations.

(b) Additional Waivers. Each Guarantor waives any and all notice of the acceptance of this Guaranty, and any and all notice of the creation, renewal, modification, extension or accrual of the Guaranteed Obligations, or the reliance by the Lender upon this Guaranty, or the exercise of any right, power or privilege hereunder. The Guaranteed Obligations shall conclusively be deemed to have been created, contracted, incurred and permitted to exist in reliance upon this Guaranty. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment, notice of default, dishonor or nonpayment and all other notices to or upon the Company, such Guarantor or any other Person with respect to the Guaranteed Obligations.

(c) Independent Obligations. The obligations of each Guarantor hereunder are independent of and separate from the obligations of the Company and upon the occurrence and during the continuance of any Event of Default, a separate action or actions may be brought against such Guarantor, whether or not the Company is joined therein or a separate action or actions are brought against the Company.

(d) Financial Condition of Company. No Guarantor shall have any right to require the Lender to obtain or disclose any information with respect to: (i) the financial condition or character of the Company or the ability of the Company to pay and perform the Guaranteed Obligations; (ii) the Guaranteed Obligations; (iii) the Collateral; (iv) the existence or nonexistence of any other guarantees of all or any part of the Guaranteed Obligations; (v) any action or inaction on the part of the Lender or any other Person; or (vi) any other matter, fact or occurrence whatsoever.

SECTION 6 Subrogation. Until the Guaranteed Obligations shall be satisfied in full and the Commitment shall be terminated, no Guarantor shall directly or indirectly exercise, (i) any rights that it may acquire by way of subrogation under this Guaranty, by any payment hereunder or otherwise, (ii) any rights of contribution from any other Guarantor or guarantor of the Guaranteed Obligations in respect of any payment made under this Guaranty or

- 7 -

(iii) any other right which it might otherwise have or acquire (in any way whatsoever) which could entitle it at any time to share or participate in any right, remedy or security of the Lender as against the Company, whether in connection with this Guaranty, any of the other Loan Documents or otherwise.

SECTION 7 Continuing Guaranty. This Guaranty is a continuing guaranty relating to any Guaranteed Obligations, including Guaranteed Obligations which may exist continuously or which may arise from time to time under successive transactions, and the Guarantors expressly acknowledge that this Guaranty shall remain in full force and effect notwithstanding that there may be periods in which no Guaranteed Obligations exist. This Guaranty shall continue in effect and be binding upon the Guarantors until termination of the Commitment and payment and performance in full of the Guaranteed Obligations.

SECTION 8 Payments.

(a) Each Guarantor hereby agrees, in furtherance of the foregoing provisions of this Guaranty and not in limitation of any other right which the Lender or any other Person may have against such Guarantor by virtue hereof, upon the failure of the Company to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under §362(a) of the Bankruptcy Code), such Guarantor shall forthwith pay, or cause to be paid, in cash, to the Lender (an amount equal to the amount of the Guaranteed Obligations then due as aforesaid (including interest which, but for the filing of a petition in any Insolvency Proceeding with respect to the Company, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against the Company for such interest in any such Insolvency Proceeding). Each Guarantor shall make each payment hereunder, unconditionally in full without set-off, counterclaim or other defense, on the day when due in the currency in which such Guaranteed Obligations are denominated, in immediately available funds to the Guarantied Party at such office of the Guarantied Party and to such account as are specified by it from time to time. Without limiting the generality of the foregoing, the Guarantied Party may require that any payments due under this Guaranty be made in the United States.

(b) Any and all payments by or on account of any Guaranteed Obligation hereunder or under any other Guarantor Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if any Guarantor shall be required by applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Guarantor shall make such deductions and (iii) such Guarantor shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(c) Without limiting the provisions of subsection (b) above, each Guarantor shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

- 8 -

(d) Each Guarantor shall indemnify the Lender, within ten days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Lender and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to such Guarantor by the Lender shall be conclusive absent manifest error.

(e) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Guarantor to a Governmental Authority, such Guarantor shall deliver to the Lender the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Lender.

(f) Any payments by any Guarantor hereunder the application of which is not otherwise provided for herein, shall be applied as follows:

(i) First, to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts;

(ii) Second, to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loan,

(iii) Third, to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loan;

(iv) Last, the balance, if any, after all of the Guaranteed Obligations have been paid in full, to the Guarantors or as otherwise required by Law.

(g) The provisions of Section 3.01(e) of the Incorporated Agreement are incorporated into this Guaranty mutatis mutandis.

(h) The agreements in this Section 8 shall survive the payment of all Guaranteed Obligations.

SECTION 9 Representations and Warranties. Each Guarantor represents and warrants to the Lender that:

(a) Organization and Powers. Each Guarantor is (i) duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (ii) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (A) own its assets and carry on its business and (B) to execute, deliver, and perform its obligations under this Guaranty and the other Guarantor Documents to which it is a party, (iii) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (iv) is in compliance with all Laws, except in each case referred to in clause (ii)(A), clause (iii) or clause (iv), to the extent that

- 9 -

failure to do so individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

(b) Authorization; No Conflict. The execution, delivery and performance by each Guarantor of this Guaranty and any other Guarantor Documents have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene the terms of any of such Guarantor’s Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, any Contractual Obligation to which such Guarantor is a party or any order, injunction, writ or decree of any Governmental Authority or arbitral award to which such Guarantor or its property is subject; or (iii) violate any Law applicable to such Guarantor.

(c) Binding Obligation. This Guaranty has been, and the other Guarantor Documents, when executed and delivered by each Guarantor that is party thereto, will have been duly executed and delivered by each such Guarantor that is party thereto. This Guaranty constitutes, and each other Guarantor Document when so executed and delivered will constitute, a legal, valid and binding obligation of such Guarantor, enforceable against each Guarantor that is party hereto and thereto in accordance with its terms.

(d) Governmental Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Guarantor of this Guaranty or any other Guarantor Documents.

(e) Solvency. Immediately prior to and after and giving effect to the incurrence of each Guarantor’s obligations under this Guaranty such Guarantor is and will be Solvent.

(f) Consideration. Each Guarantor has received at least “reasonably equivalent value” (as such phrase is used in §548 of the Bankruptcy Code, in §3439.04 of the California Uniform Fraudulent Transfer Act and in comparable provisions of other applicable law) and more than sufficient consideration to support its obligations hereunder in respect of the Guaranteed Obligations and under any of the Collateral Documents to which it is a party.

(g) Independent Investigation. Each Guarantor hereby acknowledges that it has undertaken its own independent investigation of the financial condition of the Company and all other matters pertaining to this Guaranty and further acknowledges that it is not relying in any manner upon any representation or statement of the Lender with respect thereto. Each Guarantor represents and warrants that it has received and reviewed copies of the Loan Documents and that it is in a position to obtain, and it hereby assumes full responsibility for obtaining, any additional information concerning the financial condition of the Company and any other matters pertinent hereto that any Guarantor may desire. No Guarantor is relying upon or expecting the Lender to furnish to such Guarantor any information now or hereafter in the Lender’s possession concerning the financial condition of the Company or any other matter.

SECTION 10 Additional Representations and Warranties of Jacobs. Jacobs represents to the Lender that the representations and warranties contained in Article VI of the

- 10 -

Incorporated Agreement are true and correct on and as of date hereof, as though made on and as of such date (except to the extent that such representations and warranties speak only as of a prior date).

SECTION 11 Additional Affirmative Covenants. So long as any Guaranteed Obligations shall remain unsatisfied or the Lender shall have any Commitment, each Guarantor agrees that:

(a) Preservation of Existence, Etc. Each Guarantor shall (a) preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization, except in a transaction permitted by Section 7.05 or 7.06 of the Incorporated Agreement; and (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

(b) Further Assurances and Additional Acts. Each Guarantor shall execute, acknowledge, deliver, file, notarize and register at its own expense all such further agreements, instruments, certificates, documents and assurances and perform such acts as the Lender reasonably shall deem necessary to effectuate the purposes of this Guaranty and the other Guarantor Documents, and promptly provide the Lender with evidence of the foregoing satisfactory in form and substance to the Lender.

(c) Governmental Consents. Each Guarantor shall maintain all authorizations, consents, approvals, licenses, exemptions of, or filings or registrations with, any Governmental Authority, or approvals or consents of any other Person, required in connection with this Guaranty or any other Guarantor Documents.

SECTION 12 Additional Covenants of Jacobs Engineering Group, Inc. So long as any Guaranteed Obligations shall remain unsatisfied or the Lender shall have any Commitment, Jacobs shall also comply with all the covenants and agreements applicable to it contained in Articles VI (Affirmative Covenants) and VII (Negative Covenants) of the Incorporated Agreement. All such covenants and agreements so incorporated herein by reference shall survive any termination, cancellation, discharge or replacement of the Incorporated Agreement. Any financial statements, certificates or other documents received by the Lender under the Incorporated Agreement shall be deemed delivered hereunder.

SECTION 13 Notices. All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile, in the case of any Guarantor, to the address or facsimile number specified on the signature page hereof, and in the case of the Lender, to the address or facsimile number specified in the Letter Loan Agreement. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Each of

- 11 -

the Guarantors and the Lender may change its address or facsimile number for notices and other communications hereunder by notice to the other parties.

SECTION 14 No Waiver; Cumulative Remedies. No failure by the Lender to exercise, and no delay by Lender in exercising, any right, remedy, power or privilege hereunder or under any other Guarantor Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein or therein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

SECTION 15 Costs and Expenses; Indemnification.

(a) Costs and Expenses. Each Guarantor shall pay (i) all reasonable out-of-pocket expenses incurred by the Lender and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Lender), in connection with the preparation, negotiation, execution, delivery and administration of this Guaranty and the other Guarantor Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all out-of-pocket expenses incurred by the Lender (including the fees, charges and disbursements of any counsel for the Lender), and shall pay all fees and time charges for attorneys who may be employees of the Lender, in connection with the enforcement or protection of its rights in connection with this Guaranty and the other Loan Documents, including its rights under this Section, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Guaranteed Obligations.

(b) Indemnification. Each Guarantor shall indemnify the Lender and any of its Related Parties (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Guarantor or the Company arising out of, in connection with, or as a result of (i) the execution or delivery of this Guaranty or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Company against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company has

- 12 -

obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

(c) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, no Guarantor shall assert, and each Guarantor hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Guaranty, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Guaranty or the other Loan Documents or the transactions contemplated hereby or thereby

(d) Interest. Any amounts payable by any Guarantor under this Section 15 or otherwise under this Guaranty if not paid upon demand shall bear interest from the date of such demand until paid in full, at a fluctuating interest rate per annum at all times equal to the Default Rate applicable to Base Rate Loans to the fullest extent permitted by applicable Law. Any such interest shall be due and payable upon demand and shall be calculated on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed.

(e) Payment. All amounts due under this Section 15 shall be payable within ten Business Days after demand therefor.

(f) Survival. The agreements in this Section 15 shall survive the termination of the Commitment and repayment of all Guaranteed Obligations.

SECTION 16 Right of Set-Off. If an Event of Default shall have occurred and be continuing, the Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by the Lender to or for the credit or the account of any Guarantor against any and all of the obligations of such Guarantor now or hereafter existing under this Guaranty or any other Guarantor Document to the Lender, irrespective of whether or not the Lender shall have made any demand under this Guaranty or any other Loan Document and although such obligations of such Guarantor may be contingent or unmatured or are owed to a branch or office of the Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of the Lender under this Section are in addition to other rights and remedies (including other rights of setoff) that the Lender may have. The Lender agrees to notify the affected Guarantor promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

SECTION 17 Marshalling; Payments Set Aside. The Lender shall not be under any obligation to marshal any assets in favor of any Guarantor or any other Person or against or in payment of any or all of the Guaranteed Obligations. To the extent that any payment by or on behalf of the Company is made to the Lender, or the Lender exercises its right of setoff, and such

- 13 -

payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any Insolvency Proceeding or otherwise, then (i) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred.

SECTION 18 Benefits of Guaranty. This Guaranty is entered into for the sole protection and benefit of the Lender and its successors and assigns, and no other Person (other than any Related Party or Participant) shall be a direct or indirect beneficiary of, or shall have any direct or indirect cause of action or claim in connection with, this Guaranty. The Lender, by its acceptance of this Guaranty, shall not have any obligations under this Guaranty to any Person other than the Guarantors, and such obligations shall be limited to those expressly stated herein.

SECTION 19 Binding Effect; Assignment.

(a) Binding Effect. This Guaranty shall be binding upon each Guarantor and its successors and assigns, and inure to the benefit of and be enforceable by the Lender and its successors, endorsees, transferees and assigns.

(b) Assignment. Except to the extent otherwise provided in the Letter Loan Agreement, no Guarantor shall have the right to assign or transfer its rights and obligations hereunder or under any other Guarantor Documents without the prior written consent of the Lender. The Lender may, without notice to or consent by any Guarantor, sell, assign, transfer or grant participations in all or any portion of the Lender’s rights and obligations hereunder in connection with any sale, assignment, transfer or grant of a participation by such Lender in accordance with the Letter Loan Agreement of or in its rights and obligations thereunder and under the other Loan Documents. In the event of any grant of a participation, the Participant (A) shall be deemed to have a right of setoff under Section 16 in respect of its participation to the same extent as if it were the “Lender;” and (B) shall also be entitled to the benefits of Section 15.

SECTION 20 Governing Law and Jurisdiction.

(a) THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY OR ANY OTHER GUARANTOR DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS GUARANTY, EACH GUARANTOR CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH GUARANTOR IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH

- 14 -

JURISDICTION IN RESPECT OF THIS GUARANTY OR ANY OTHER GUARANTOR DOCUMENT. EACH GUARANTOR WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

(c) Each Guarantor hereby irrevocably appoints the Company with an office as listed in Section 10.02 of the Incorporated Agreement, as its authorized agent (in such capacity, the “Process Agent”) with all powers necessary to receive on its behalf service of copies of the summons and complaint and any other process which may be served in any action or proceeding arising out of or relating to this Guaranty and the other Guarantor Documents in any of the courts in and of the State of New York. Such service may be made by mailing or delivering a copy of such process to each Guarantor in care of the Process Agent at the Process Agent’s address and such Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf and agrees that the failure of the Process Agent to give any notice of any such service to such Guarantor shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. As an alternative method of service, such Guarantor also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to such Guarantor at its address specified on the signature page hereof. If for any reason the Company shall cease to act as Process Agent, such Guarantor shall appoint forthwith, in the manner provided for herein, a successor Process Agent qualified to act as an agent for service of process with respect to all courts in and of the State of New York and acceptable to the Lender.

(d) Nothing in this Section 20 shall affect the right of the Lender to serve legal process in any other manner permitted by law or limit the right of the Lender to bring any action or proceeding against any Guarantor or its property in the courts of other jurisdictions.

SECTION 21 Waiver of Jury Trial.

(a) EACH GUARANTOR AND THE LENDER HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THE GUARANTOR DOCUMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES OR ANY OF THEM WITH RESPECT TO THIS GUARANTY, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH GUARANTOR AND THE LENDER HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

(b) If any action or proceeding is filed in a court of the State of California by or against any party hereto in connection with any of the transactions contemplated by this Guaranty or any other Loan Document, (a) the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure Section 638 to a referee (who

- 15 -

shall be a single active or retired judge) to hear and determine all of the issues in such action or proceeding (whether of fact or of law) and to report a statement of decision, provided that at the option of any party to such proceeding, any such issues pertaining to a “provisional remedy” as defined in California Code of Civil Procedure Section 1281.8 shall be heard and determined by the court, and (b) without limiting the generality of Section 16, the Guarantors shall be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding.

SECTION 22 Entire Agreement; Amendments and Waivers. This Guaranty together with the other Guarantor Documents embodies the entire agreement of the Guarantors with respect to the matters set forth herein and supersedes all prior or contemporaneous agreements and understandings of such Persons, verbal or written, relating to the subject matter hereof and thereof and shall not be amended except by written agreement of the Guarantors and the Lender. No waiver of any rights of the Lender under any provision of this Guaranty or consent to any departure by any Guarantor therefrom shall be effective unless in writing and signed by the Lender. Any such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

SECTION 23 Severability. If any provision of this Guaranty or the other Guarantor Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Guaranty shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 24 Confidentiality. The Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other to the Letter Loan Agreement, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Guaranty or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under the Loan Documents or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company, any Guarantor and their respective obligations, (g) with the consent of the applicable Guarantor or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Lender on a nonconfidential basis from a source other than the Company, or any Guarantor. For purposes of this Section, “Information” means all information received from any Guarantor relating to such Guarantor, any of its Subsidiaries or Affiliates or any of their respective businesses, other than any such information that is available to the Lender

- 16 -

on a nonconfidential basis prior to disclosure by such Guarantor, its Subsidiaries or its Affiliates. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. By its acceptance hereof, the Lender acknowledges that (a) the Information may include material non-public information concerning a Guarantor, (b) the Lender has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including Federal and state securities Laws.

SECTION 25 Future Guarantors. At such time following the date hereof as any Subsidiary of Jacobs (an “Acceding Subsidiary”) is required to accede hereto pursuant to the terms of Paragraph 2 of the Letter Loan Agreement, such Acceding Subsidiary shall execute and deliver to the Lender an accession agreement substantially in the form of Annex 1 (the “Accession Agreement”), signifying its agreement to be bound by the provisions of this Guaranty as a Guarantor to the same extent as if such Acceding Subsidiary had originally executed this Guaranty as of the date hereof.

SECTION 26 Counterparts. This Guaranty may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.

SECTION 27 USA PATRIOT Act Notice. The Lender hereby notifies each Guarantor that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies such Guarantor, which information includes the name and address of such Guarantor and other information that will allow the Lender to identify such Guarantor in accordance with the Act.

IN WITNESS WHEREOF, each Guarantor has executed this Guaranty, as of the date first above written.

JACOBS ENGINEERING GROUP INC.
By:
Name:	John W. Prosser, Jr.
Title:	Executive Vice President: Finance and Administration

JACOBS FIELD SERVICES NORTH AMERICA, INC.
By
	John W. Prosser, Jr.
	Treasurer

- 17 -

JACOBS ENGINEERING INC.
By
	John W. Prosser, Jr.
	Treasurer

JACOBS TECHNOLOGY INC.
By
	John W. Prosser, Jr.
	Treasurer

GIBB HOLDINGS LIMITED
By
	John W. Prosser, Jr.
	Attorney in Fact

JACOBS ENGINEERING U.K. LIMITED
By
	John W. Prosser, Jr.
	Attorney in Fact

JACOBSGIBB LIMITED
By
	John W. Prosser, Jr.
	Attorney in Fact

JACOBS U.K. HOLDINGS LIMITED
By
	John W. Prosser, Jr.
	Attorney in Fact

- 18 -

Address:		JACOBS INDUSTRIAL SERVICES U.K. LIMITED
Jacobs Industrial Services U.K. Limited		By
c/o Jacobs Engineering Group Inc.			John W. Prosser, Jr.
1111 South Arroyo Parkway 91105			Attorney in Fact
P.O. Box 7084
Pasadena, California 91109-7084
Attn:	John W. Prosser, Jr.
	Fax No. (626) 578-6837
	Email: John.prosser@Jacobs.com

- 19 -

Annex 1

to the Guaranty

FORM OF ACCESSION AGREEMENT

To:     [Lender], as Lender

Re:     [Borrower]

Ladies and Gentlemen:

This Accession Agreement is made and delivered pursuant to Section 25 of that certain Guaranty dated as of January 26, 2011 (as amended, modified, renewed or extended from time to time, the “Guaranty”), made by each Guarantor named in the signature pages thereof (each a “Guarantor”), in favor of [Lender] (the “Lender”). All capitalized terms used in this Accession Agreement and not otherwise defined herein shall have the meanings assigned to them in either the Guaranty or the Letter Loan Agreement.

[Borrower], a company organized under the laws of [Jurisdiction] (or a political subdivision thereof) (the “Company”), is party to a letter loan agreement dated as of even date herewith (as amended, modified, renewed or extended from time to time, the “Letter Loan Agreement”).

The undersigned,                                          [insert name of acceding Guarantor], a                                                   [corporation, partnership, limited liability company, etc.], is a Material Subsidiary or a Foreign Subsidiary of the Company and hereby acknowledges for the benefit of the Lender that it shall be a “Guarantor” for all purposes of the Guaranty effective from the date hereof. The undersigned confirms that the representations and warranties set forth in Section 10 of the Guaranty are true and correct as to the undersigned as of the date hereof.

Without limiting the foregoing, the undersigned hereby agrees to perform all of the obligations of a Guarantor under, and to be bound in all respects by the terms of, the Guaranty, including Section 12 thereof, to the same extent and with the same force and effect as if the undersigned were an original signatory thereto.

This Accession Agreement shall constitute a Loan Document under the Letter Loan Agreement.

THIS ACCESSION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

A - 1

IN WITNESS WHEREOF, the undersigned has executed this Accession Agreement, as of the date first above written.

[                                                                          ]
By:
Title:
Address:
c/o Jacobs Engineering Group Inc. 1111 South Arroyo Parkway 91105 P.O. Box 7084 Pasadena, California 91109-7084
Attn.:
	Fax No.
	Email:

- 2 -

EX-10.6

Exhibit 10.6

Private & Confidential

EMPLOYMENT AGREEMENT

Between

JACOBS ENGINEERING GROUP INC.

(“The Company”)

And

GARY MANDEL

(“Employee”)

The parties to this agreement (the “Agreement”) are Jacobs Engineering Group Inc. (the “Company” or “Jacobs”) and Gary Mandel (the “Employee”). The Company and Employee are sometimes referred to in this Agreement individually as “Party” or collectively as the “Parties.”

This Agreement shall be effective conditional upon and immediately after the Completion of the Transaction (as defined below and in the Share Purchase Agreement, also defined below) (the “Effective Date”).

1. Definitions

For purposes of this Agreement, the following definitions will apply:

1.1 “Affiliate” means all direct and indirect subsidiary companies in which the Company directly or indirectly owns a controlling interest.

1.2 “Business” means the markets, lines of business, and types of work in which the Company, its affiliated companies and successors are engaged.

1.3 “Compete” or “Competing” will mean entering into or attempting to enter into any business that competes with the Business, either alone or with any individual, partnership, corporation or association.

1.4 “Sensitive Information” means all business information of a highly sensitive and confidential nature, including but not limited to, names and duties of key personnel, business and growth/expansion plans, marketing and business development initiatives and prospects, financial results and forecasts, bidding information, cost and charging rates and their make up and structure, customer lists, and profit and operating margins. Sensitive Information does not include information that is generally available in the public domain, other than as a result of action by the Employee; provided however, Sensitive Information shall not be deemed to be in the public domain merely because individual features of it are in the public domain unless the combination itself and the principle of operation are also in the public domain.

1.5 “Directly” or “Indirectly,” as they modify the word “Compete,” will mean: (i) acting in a management or oversight capacity as an agent, representative, consultant, officer, director, independent contractor or employee of any entity or enterprise that competes with the Business; and (ii) participating in any material way, in any capacity, in the management or oversight of any such Competing entity or enterprise as an owner, partner, limited partner, joint venturer, creditor or stockholder (except as a stockholder owning less than a one percent interest in a corporation whose shares are actively traded on a national securities exchange or in the over-the-counter market) entity or enterprise that competes with the Business.

1.6 “Retention Period” means the period of two (2) years immediately following the Effective Date of this Agreement.

1.7 “Trade Secret” means all or any part of any customer list of the Company or one of its Affiliates. “Trades Secret” also means any of the following if considered confidential by the Company or one of its Affiliates: engineering drawings, software programs proprietary to the Company or one of its Affiliates, customer information, information concerning prospective customers, sales or marketing plans, financial data, job costing methods, business methods, procedures, formulae, compilation of information, improvements, or patentable or copyrightable discoveries.

1.8 “Transaction” means the completion of transactions contemplated by that certain share purchase agreement by and among Aker P&C Group AS and Jacobs Engineering Group Inc. and certain of its subsidiaries, on the other hand, dated on or about December 22, 2010 (the “Share Purchase Agreement”).

2. Position and Duties

2.1 As of the Effective Date, Employee will report to President and CEO, Craig Martin. As soon as administratively practical after Completion of the Transaction, Employee will be nominated to the position of Executive Vice President, Operations by the Company’s Board of Directions.

2.2 Employee understands and agrees that he is an “exempt” employee and may be required to work more than 40 hours per week without additional compensation.

2.3 Employee understands that his position will require him to perform work for the Company and to be involved with certain business initiatives of its Affiliates. The Company and its Affiliates are engaged in market and product areas that are undergoing continuous development. This may necessitate changes to the Company and/or its Affiliates, which will require flexibility on the part of the Employee. The Company will discuss with the Employee prior to any such changes.

2.4 Employee will devote his full time and attention to his position. Unless he receives written consent of the person to whom he reports, Employee will not, while employed by the Company, accept consulting assignments from other businesses or employment from other employers or any external directorships (other than the RigNet board role assumed on December 14, 2010 so long as it does not conflict with employment at Jacobs) or other offices.

2

2.5 The Employee is obligated to inform his manager of any ownership in or commercial relationship with any enterprise the Company and/or Employee does or plans to do business with. The Company may at any time require Employee to report the nature and extent of any ownership interests in other companies.

2.6 Employee agrees to comply with Company’s policies, procedures, rules and management decisions and to comply with all applicable laws and regulations, such compliance being a condition of employment.

3. Compensation

3.1 The Company will pay the Employee an annual salary equivalent to his annual rate of pay effective January 31, 2011 while employed by Aker P&C US Inc. (“Base Salary”). Compensation will be reviewed on an annual basis, with the first such review to occur in May 2011.

3.2 The Base Salary will be paid in accordance with the Company’s regular payroll practices as may be in effect from time to time, as reduced by all withholdings required by law.

3.3 The Company shall reimburse the Employee for all business expenses reasonably incurred by the Employee: (i) in the ordinary course of performance of his services in connection with his employment; and (ii) in accordance with Jacobs’ standard policies, practices and procedures, as may be in effect from time to time.

3.4 As soon as administratively practical after Completion of the Transaction, the Employee will be nominated for a one time grant of 10,000 shares of Jacobs’ restricted stock in accordance with the terms and conditions of the 1999 Jacobs Engineering Group Inc. Stock Incentive Plan subject to approval of the Human Resources and Compensation Committee of the Board of Directors of Jacobs Engineering Group Inc. The restricted stock grant will be subject to a five (5) year cliff vesting schedule. Any future consideration for additional restricted stock would be subject to the Employee’s level of performance and the discretion of Company management. Specific details of the grant will be forwarded to the Employee under separate cover after Completion of the Transaction.

3.5 As soon as administratively practical after Completion of the Transaction, the Employee will be nominated for a one time grant of an option to purchase 40,000 shares of Jacobs’ stock in accordance with the terms and conditions of the 1999 Jacobs Engineering Group Inc. Stock Incentive Plan subject to approval of the Human Resource and Compensation Committee of the Board of Directors of Jacobs Engineering Group Inc. This grant vests over four (4) years at 25% per year. Any future consideration for additional stock options would be subject to the Employee’s level of performance and the discretion of Company management. Specific details of the grant will be forwarded to the Employee under separate cover after Completion of the Transaction.

3.6 The Employee will be eligible to participate in Jacobs’ Incentive Bonus Plan for Officers and Key Managers at Level Four (4) as described in Attachment A. The Employee’s Level Four (4) bonus is subject to the election described in Section 2.1.

3

4. Benefits

4.1 As soon as administratively practical after Completion of the Transaction, the Employee will be entitled to participate in the Company’s employee benefit plans or programs that the Company makes available to its employees generally, subject to applicable law and the terms thereof as in effect from time to time. The Company, in its sole discretion, may modify its employee benefits from time to time.

5. Paid Time Off

5.1 The Employee will be entitled to five (5) weeks of paid time off (“PTO”) for each full calendar year of employment under this Agreement and a pro rata share of such PTO for any partial such year. Scheduling of PTO will be subject to the approval of the person to whom the Employee reports.

6. Termination and Dismissal

6.1 Either the Employee or the Company may terminate the Employee’s employment agreement hereunder for any reason by giving the other party six month’s written notice of such termination. The notice period will commence on the first day of the month following the delivery of such notice.

6.2 The Company will, in case of termination of the employment agreement, be entitled to allocate other responsibilities to the Employee or order Employee to go on paid leave of absence with immediate effect, provided that salary and other fringe benefits will be retained for the duration of the notice period.

6.3 During the six months after either the Company or the Employee gives the notice of termination described in paragraph 6.1, the Company will not be obliged to assign any duties to, or provide any work for the Employee and will be entitled to exclude the Employee from any premises of the Company and/or to require him not to communicate with clients, suppliers, employees, agents or representatives of the Company or any Affiliate, provided that the Company will continue to pay the Employee’s Base Salary and maintain his fringe benefits during such period. During any such period, unless the Company consents in writing for him to do so, the Employee may not perform any work in any capacity, whether paid or unpaid, for any other person or entity other than the Company or one of its Affiliates, without regard to whether such work is classified as consulting work or as work as a part-time for full-time employee, nor may the Employee during such six month-period solicit business for any prospective venture with which he plans to become involved. The Parties understand that the intent of this paragraph is to grant the Company the right to place the Employee on what is referred to as “garden leave” in the event that either he or the Company gives the six month notice of termination described above. The Employee agrees that, if he violates this “garden leave” provision, the Company, to the fullest extent allowed by law, may withhold any amounts still owed to him by the Company. However, the Company’s withholding of amounts in accordance with the preceding sentence will not limit its right to claim further damages against the Employee for breach of the paid leave of absence provision or other obligations under this Agreement.

6.4 For purposes of this Agreement, “Cause” shall be limited to:

4

(a) Gross negligence or willful misconduct in respect to, or a material failure or refusal to continue the performance of, his/her duties and responsibilities as set forth in this Agreement, which Employee fails to cure within twenty (20) days after having received written notice from the Company of the facts and circumstances that it contends constitute the above conduct;

(b) Material breach of any provision of this Agreement or of Employee’s Employee Invention and Confidential Information Agreement, which Employee fails to cure within twenty (20) days after having received written notice from the Company of the facts and circumstances that it contends constitute a material breach;

(c) The illness or incapacity (or other disability as defined in Jacobs’ disability plan in effect at the time of such disability) of Employee of such a character so as to disable the Employee from rendering services for a period of more than 90 days (whether or not consecutive) during any 12-month period;

(d) The death of Employee;

(e) Material breach of, or material failure to abide by, Jacobs’ Corporate Policy Concerning Business Conduct, Integrity, and Ethics (USA);

(f) Civil fraud, breach of fiduciary duty involving personal profit, or willful violation of any law, rule or regulation (other than traffic violations or similar offenses); and/or

(g) Breach of or failure to abide by Jacobs’ Drug, Alcohol, and Contraband Policy.

6.5 For purposes of this Agreement, “Good Reason” shall be limited to:

(a) A reduction in Employee’s Base Salary; or

(b) the Company’s material breach of any provision of this Agreement, which the Company fails to cure within (20) days after having received written notice from Employee of the facts and circumstances that he/she contends constitute a material breach of any provision of this Agreement.

6.6 The Company may discharge the Employee for Cause, without providing him with the six month notice described above. In such case, all Employee’s rights to salary and fringe benefits will lapse immediately, subject to any rights that Employee may have to be paid for his services performed prior to the date of his dismissal, to purchase extended medical insurance coverage under the federal law known as COBRA (the Consolidated Omnibus Budget Reconciliation Act), and to receive any vested retirement benefits to which he is entitled under ERISA.

6.7 If the Company terminates the Employee without Cause the Company will provide the Employee the following:

(a) Severance for 12 months, which will consist of a lump-sum amount equal to 12 months base salary in effect on the effective date of his termination; or the Company may pay the severance in twelve monthly payments, subject to taxes and other withholdings required by law and/or authorized by the Employee; and

5

(b) A lump-sum amount equal to the continuation cost of twelve months of COBRA-eligible benefits (collectively “Severance Payment”).

Notwithstanding any of the foregoing, the Employee’s entitlement to Base Salary and fringe benefits during the paid leave of absence period and the Severance Payment are conditioned upon his first executing and delivering to the Company a further agreement (or agreements) satisfactory to the Company, including without limitation a general release of all claims due to the termination of his employment, and his compliance in all respects with his obligations under this Agreement. The Company and the Employee will make a written agreement confirming the final financial settlement related to the termination of the employment.

6.8 If the Company terminates the Employee’s employment during the Retention Period without Cause or if the Employee terminates his employment during the Retention Period with Good Reason, then the Employee shall be entitled to receive a payment (the “Retention Payment”) equal to the amount of base salary the Employee would have received from the date of termination of employment to the end of the Retention Period (based on the Employee’s base salary as of the date of termination, without regard to any future increases to which the Employee may have been entitled), less any payments received from the Company under the other provisions of this paragraph 6 or pursuant to applicable law as payment in lieu of notice, severance or other payment related to termination of employment.

7. Non-Competition and Non-Solicitation Agreements

7.1 Employee agrees as follows:

(a) Employee recognizes and acknowledges that as a key employee he will have access to clients and information that are not generally available to the Company’s and its affiliated companies’ and successors’ employees; that the market for the type of work that the Company and its affiliated companies and successors are engaged in is limited; that the relationship of the Company and its affiliated companies and successors with their clients is a significant and valuable asset; and that the use by competitors of the client contacts and information available and entrusted to a key employee would have a detrimental effect on the business of the Company and its affiliated companies and successors;

(b) Employee covenants and agrees that during the term of Employee’s employment, and, if Employee’s employment is terminated during the Retention Period for any reason, for a period of two (2) years immediately following such termination, Employee shall not compete with the Company and its affiliated companies, or any successor, directly or indirectly, alone or as a member of a partnership, or as an officer, director, stockholder, employee, consultant or representative of any competitive company, or otherwise in any business of the type engaged in by the Company or any of its affiliated companies, for the period from two years preceding the Effective Date of this Agreement to the date of Employee’s termination of employment in any geographic area where the Company and its affiliated companies are engaged in business;

6

(c) The parties intend that the covenant contained in paragraph 7.1(b) above shall be construed as a series of separate covenants, one for each country and for each county in the United States within the geographic area covered by this paragraph 7.1. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenants contained in paragraph 7.1(b) above. If, in any judicial proceeding, a court shall refuse to enforce any of the separate covenants deemed included in this paragraph 7, then any such unenforceable covenant shall be deemed eliminated from these provisions for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants to be enforced; and

(d) As a point of reference, an interest which amounts to one percent (1%) or less of any class of securities listed on any of the national securities exchanges or regularly traded over-the-counter, and the value of which does not exceed five percent (5%) of Employee’s net worth, generally would not be regarded as a significant financial interest in a competitor, supplier, or customer in breach of paragraph 7.1(b) above in the absence of other complicating factors which should cause Employee to recognize that a conflict is present.

7.2 In consideration for Employee’s eligibility for the Retention Payment, Employee agrees that he shall not during the term of Employee’s employment, and, if Employee’s employment is terminated during the Retention Period for any reason, for a period of two (2) years immediately following such termination, either directly or indirectly:

(a) use or disclose any Sensitive Information to any person, firm or corporation except in the proper course of his duties, as authorized by the Company or its affiliated companies or successors or as required by law; or

(b) solicit the services of or hire any officer, director or employee of the Company or its affiliated companies or successors either on behalf of himself or for any other person, firm or corporation.

7.3 In consideration for Employee’s eligibility for the Retention Payment, Employee agrees that he shall not during the term of Employee’s employment, and, if Employee’s employment is terminated during the Retention Period for any reason, for a period of two (2) years immediately following such termination, either directly or indirectly:

(a) make known to any person, firm or corporation the names or addresses of any of the customers of the Company or its affiliated companies or successors or any other information pertaining to them that such recipient would be able to use in competition with the Company or its affiliated companies or successors; or

(b) call on, solicit or take away, or attempt to call on, solicit or take away any of the customers of the Company or its affiliated companies on whom the Employee called or with whom he/she became acquainted during his employment either on behalf of himself or for any other person, firm or corporation with the intent to be in competition with the Company or its affiliated companies.

7.4 Employee understands and hereby represents that the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary and intellectual

7

character that gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law. Employee therefore expressly agrees that in the event of any material breach or threatened breach of one or more of the covenants set forth in this Agreement, the Company may in addition to the other remedies which may be available to it, whether at law, in equity or otherwise, file a suit in equity to enjoin Employee from the breach or threatened breach of such covenant. In addition, each of Employee and the Company expressly agrees that in the event of any action or suit seeking enforcement of the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees in connection with such action or suit; provided, however, that a party shall be deemed to be a prevailing party for purposes of the foregoing only if the applicable court finds in favor of such party in substantially all respects in connection with such action or suit.

8. Right to Contract; Conflict of Interest

8.1 Employee hereby represents and warrants to the Company that: (a) he has full right and authority to enter into this Agreement and to perform his obligations hereunder; (b) the execution and delivery of this Agreement by the Employee and the performance of the Employee’s obligations hereunder will not conflict with or breach any agreement, order or decree to which Employee is a party or by which he is bound, and; (c) he is not a party to or bound by any agreement or commitment, or subject to any restrictions (including confidentiality or non-competition restrictions), in connection with any prior employment or activities. Employee will indemnify and hold the Company harmless, including for all attorneys’ fees and expenses incurred by the Company, in the event that any representation made by him in this paragraph is false.

9. Mandatory Arbitration Provision

9.1 Unless otherwise noted in this paragraph, disputes between the Parties will be submitted to and resolved by binding arbitration with the American Arbitration Association (“AAA”). Except as to injunctions and other equitable relief, this section on mandatory arbitration applies to any dispute, claim or controversy arising out of or related in any way to this Agreement, including but not limited to its enforceability, validity, or interpretation. This section on mandatory arbitration will also apply to any claim related in any way to the Employee’s employment with or provision of services to Company or any Affiliate and to any employment-related claim that the Employee may assert against the Company or any Affiliate; or to any employment-related claim that the Company or any of the Affiliates may assert against the Employee. The arbitration will be conducted under AAA’s Rules for the Resolution of Employment Disputes, which are incorporated herein unless expressly contradicted by the language of this paragraph and will be held in Houston, Texas. One neutral arbitrator will be selected by mutual agreement of the Parties. Should the Parties be unable to reach agreement on the arbitrator after 30 days of consultation, the arbitrator will be appointed by the AAA. The arbitrator will provide a written decision setting forth his or her essential findings and conclusions on which the award is based and judicial review of the arbitration award will be allowed to the extent permitted by any applicable federal, state or local law. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. It is specifically agreed that this arbitration provision will be binding on the Employee’s heirs, administrators, and personal representatives, and the Company and its successors and assigns. This paragraph will be governed by the Federal Arbitration Act. Consistent

8

with the expedited nature of arbitration, each party to any arbitration filed under this paragraph will, upon the written request of the other party, promptly provide the other with copies of documents relevant to the issue raised by any claim or counterclaim. Additionally, each party will allow the other party to depose witnesses under that party’s control and will cooperate with the other party in scheduling depositions. Any dispute regarding discovery, or the relevance or scope thereof, will be determined by the arbitrator. All discovery will be completed within 90 days following the appointment of the arbitrator, unless the arbitrator finds that there is good cause for extending the discovery period. The remedies and damages that the parties may receive in arbitration will be the same as those the parties could receive in court. Without waiving any remedy under this Agreement, either party may seek from any court having jurisdiction injunctive relief or any interim or equitable relief that is necessary to protect the rights or property of that party, pending the arbitrator’s final determination on the merits. Any provision of this section on mandatory arbitration that is found to be unconscionable will be severed and the remainder hereof will be enforced without the severed provision.

10. Miscellaneous

10.1 The Employee agrees to execute and deliver to the Company within five (5) days of the Effective Date of this Agreement, Jacobs’ Employee Invention and Confidential Information Agreement, Jacobs’ Corporate Policy Concerning Business Conduct, Integrity and Ethics (USA) and Jacobs’ Drug, Alcohol and Contraband Policy.

10.2 This Agreement constitutes and embodies the entire agreement between the Parties in connection with the subject matter hereof and will supersede all prior and contemporaneous written or oral agreements and understandings in connection with such subject matter, including the Employment Agreement, dated December 8, 2009, between the Employee and Aker P&C US Inc.

10.3 Upon expiration of the Retention Period, Employee’s status will automatically convert to an “at will” status. Thefore, Employee at his sole discretion becomes free to resign his employment at any time for any or no reason, with or without cause, with or without notice. Similarly, the Company, at its sole discretion, will also then have the right to terminate Employee at any time, for any or no reason, with or without cause, with or without notice.

10.4 Both during the term of this Agreement and after it expires, the Employee will, upon request by the Company or its Affiliates, cooperate with the Company or its Affiliates in connection with any litigation in which the Company or any of its Affiliates is or may become a party. The obligation of cooperation at the request and sole cost and expense of the Company will include the obligation to provide documents and testimony and to meet with the Company’s or it’s Affiliate’s attorneys at mutually convenient times.

10.5 The Company and Employee recognize that the laws and public policies of the state law applicable to this Agreement are subject to varying interpretations and change. It is the intention of the Company and Employee that this Agreement be enforced to the fullest extent permitted by law. Therefore, should a court of competent jurisdiction hold any provision or portion or clause of this Agreement, or portion thereof, to be illegal, invalid or unenforceable, the remainder of such provision will not thereby be affected and will be given full effect, without regard to the invalid portion. Further, if any court construes any

9

provision or clause of this Agreement, or any portion thereof, to be illegal, void or unenforceable because of the scope of such covenant or provision, it is the intention of the parties that the court will modify such a provision to render its scope legal and enforceable and, in its modified form, such provision will then be enforceable and will be enforced.

10.6 This Agreement, including without limitation Employee’s obligations with regard to non-competition, non-solicitation of customers and employees, protection of Trade Secrets and Sensitive Information, and assignment of inventions, will inure to the benefit of the Company, its Affiliates, successors and assigns (including any entity which acquires the Company or any of its Affiliates by way of acquisition of assets, merger, stock purchase or otherwise). The Company expressly reserves the right to assign this agreement to an Affiliate upon the Completion of the Transaction.

10.7 All notices under this Agreement will be in writing and will be deemed to have been given at the time when hand delivered, when received if sent by facsimile or by same day or overnight recognized commercial courier service, or three days after being mailed by registered or certified mail, whichever is earliest. Notices by Employee shall be delivered to Company, attention Senior Vice President, Global Human Resources and/or Senior Vice President and General Counsel, at the following address: 1111 South Arroyo Parkway, P.O. Box 7084, Pasadena, California 91105, and notices by Company to Employee shall be delivered to the Employee at the following address: P.O. Box 189, Richmond, Texas 77406.

10.8 This Agreement will be executed, construed and performed in accordance with the laws of the State of Texas without giving effect to its principles of conflict of law.

10.9 The section headings contained in this Agreement are for reference purposes only and will not in any way affect the meaning or interpretation of this Agreement.

10.10  This Agreement may not be amended, waived, changed, modified or discharged except by an instrument in writing signed by Employee and by the authorized representative of Company. Any delay or omission in the Company’s or Employee’s enforcement of this Agreement or waiver of any breach of any provision of this Agreement will not operate as a waiver of any other breach of such provision or any other provision of this Agreement, nor will any failure to enforce any provision hereof operate as a waiver of such provision or of any other provision hereof.

10.11  Each of the Parties hereto agrees to execute all such further instruments and documents and to take all such further action as the other party may reasonably request in order to effectuate the terms of this Agreement.

10.12  This Agreement is executed in two copies and each such copy hereof will be deemed to be an original instrument but both such copies together will constitute but one instrument.

ACCEPTED AND AGREED TO as of this 23 day of December 2010.

10

/s/ Patricia Summers	/s/ Gary Mandel
Patricia Summers Senior Vice President Global Human Resources Jacobs Engineering Group Inc.	Gary Mandel

11

Attachment “A”

CONFIDENTIAL

INCENTIVE BONUS PLAN

FOR OFFICERS AND KEY MANAGERS

Effective 10/1/2010

Summary of the Program

The purpose of the Jacobs Engineering Group Inc. and its subsidiaries (“Company”) Incentive Bonus Plan (the “Plan”) is to promote the success of the Company by attracting and retaining highly qualified people who perform to the best of their abilities to achieve Company objectives and profitability. This program is designed to cover designated officers and key managers of Jacobs Engineering Group Inc. and its subsidiaries. Key managers are defined as management level personnel who do not normally receive overtime compensation and who are approved for participation by the Chief Executive Officer and the Human Resources and Compensation Committee (“Committee”) of Jacobs’ Board of Directors.

Each year a bonus pool is determined by a formula approved by the Committee. From the pool up to 80 percent is allocated to participants in the Plan, with the balance reserved for distribution to nonparticipating employees who have made an outstanding contribution during the year. The allocation of each participant’s portion of the pool may be up to 50 percent by formula with the balance allocated solely at the discretion of the Chief Executive Officer. The allocation of the nonparticipant’s portion of the pool is totally at the discretion of the Chief Executive Officer. All award recommendations are approved by the Committee which has sole and absolute discretion to administer the plan.

Bonuses are paid in three annual installments. The first installment is paid approximately three months after the close of the first fiscal year to which it pertains. A participant is not vested in any future installments. A participant must be employed by the Company at the date each future installment is paid as the bonus is not only for service done in a particular year but also for services to be rendered in the years when future installments may be paid. The bonus award reflects recognition of performance attained and expected to be attained in the future. If an employee is a participant in the plan for less than a full year, the measure of his or her bonus will be prorated accordingly. If a participant’s employment is severed from the Company at any time prior to the time a future installment is to be paid, such installment and any and all

12

Page #2	CONFIDENTIAL
Incentive Bonus Plan

future installments are automatically forfeited. For the purposes of this program, a participant will be considered employed by the Company for purposes of receiving future installments only if on the date of payment, the participant is an active full time employee with the Company.

Bonus Pool Formula

The bonus pool is established as a percentage of pretax, pre-bonus earnings above a preset trigger point or hurdle rate. The hurdle rate for each fiscal year will be established by the Committee. Once the trigger point is reached, the bonus pool accrues at a rate set by the Committee up to 20 percent of pretax, pre-bonus income in excess of the trigger point. When a pretax, pre-bonus earnings reaches 1.4 times the trigger point, the accrual rate increases to a rate set by the Committee up to 33 percent of pretax, pre-bonus income in excess of 1.4 times the trigger point. The percentage rate used for calculating the trigger point is established each year based on economic and market conditions in effect at that time. The bonus pool formula is subject to change at any time and is determined at the sole and absolute discretion of the Committee.

Allocation of Bonus Pool

The portion of the pool allocated to the Plan participants is distributed 50 percent based on their weighted salary (using factors approved by the Committee each year) versus the total weighted salaries of all participants of the plan and 50 percent at the discretion of the Chairman of the Board and the Chief Executive Officer. The weighted salaries will be determined by multiplying the salary earned while a participant in the plan times the weighting factors as determined by the Chairman, the Chief Executive Officer and the Committee.

If a participant moves from one level to another during the year, the different weighting factors is applied to the salary earned at each level and prorated.

Payments

An Award shall be paid at such time or times as determined by the Committee, in its sole and absolute discretion. The Committee may reduce any award up to the date of payment. All payments are subject to federal, state, or local taxes unless deferred pursuant to the terms of a Company sponsored plan a participant may be eligible for.

13

Page #3	CONFIDENTIAL
Incentive Bonus Plan

Modifications and Administration

This Plan is provided at the discretion of the Committee and the Committee reserves the right to alter or modify it in the future. The Committee is responsible for the administration of the Plan and has the exclusive right to make any and all interpretations, rules, and regulations regarding the Plan.

14

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Craig L. Martin, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended April 1, 2011 of Jacobs Engineering Group Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Craig L. Martin

Craig L. Martin

Chief Executive Officer

April 29, 2011

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, John W. Prosser, Jr., certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended April 1, 2011 of Jacobs Engineering Group Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ John W. Prosser Jr.

John W. Prosser, Jr.

Chief Financial Officer

April 29, 2011

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to 18 U.S.C. Section 1350

Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Jacobs Engineering Group Inc. (the “Company”) on Form 10-Q for the quarter ended April 1, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Craig L. Martin, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Craig L. Martin

Craig L. Martin

Chief Executive Officer

April 29, 2011

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

Pursuant to 18 U.S.C. Section 1350

Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Jacobs Engineering Group Inc. (the “Company”) on Form 10-Q for the quarter ended April 1, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John W. Prosser, Jr., Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ John W. Prosser Jr.

John W. Prosser, Jr.

Executive Vice President,

Finance and Administration

April 29, 2011

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.