Amendment Agreement



 EXHIBIT 10.3 
 AMENDMENT AGREEMENT 
 This AMENDMENT AGREEMENT (this “Amendment”) is entered into as
of May 4, 2007, among Jacobs Engineering Group Inc., a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto (each a “Designated Borrower” and, together with the Company, the
“Borrowers” and each, a “Borrower”), each lender party hereto (collectively, the “Lenders” and individually, a “Lender”), each issuer of letters of credit party hereto
(collectively, the “L/C Issuers” and individually, a “L/C Issuer”), THE BANK OF NOVA SCOTIA, as Canadian Facility Agent and Canadian Swing Line Lender, and BANK OF AMERICA, N.A., as Administrative Agent and U.S.
Swing Line Lender. 
 The Company, the Designated Borrowers, the Lenders, the L/C Issuers, the Canadian Facility Agent, the Canadian Swing
Line Lender, the Administrative Agent and the U.S. Swing Line Lender have entered into a Credit Agreement dated as of December 15, 2005 (as in effect as of the date of this Amendment, the “Credit Agreement”). 
 The Company has requested that the Swing Line Lenders, the L/C Issuers and the Lenders agree to certain amendments to the Credit Agreement, and the Swing
Line Lenders, the L/C Issuers and the Lenders each a party hereto have agreed to such request, subject to the terms and conditions of this Amendment. 
 In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: 
 1. Definitions; References; Interpretation. 
 (a) Unless otherwise specifically defined herein, each term used herein
(including in the Recitals hereof and in the Consent and Agreement of Guarantors attached hereto) which is defined in the Credit Agreement shall have the meaning assigned to such term in the Credit Agreement. 
 (b) As used herein, “Amendment Documents” means this Amendment and the Credit Agreement (as amended by this Amendment). 
 (c) Each reference to “this Agreement”, “hereof”, “hereunder”, “herein” and
“hereby” and each other similar reference contained in the Credit Agreement, and each reference to “the Credit Agreement” and each other similar reference in the other Loan Documents, shall from and after the
Effective Date (as defined in Section 2) refer to the Credit Agreement as amended hereby. 
 (d) The rules of interpretation set
forth in Sections 1.02 and 1.05 of the Credit Agreement shall be applicable to this Amendment. 
  

 1. 








 2. Amendments to Credit Agreement. Subject to the terms and conditions hereof, the Credit Agreement is amended as
follows, effective as of the date of satisfaction of the conditions set forth in Section 4 (the “Effective Date”): 
 (a) Amendments to Article I of the Credit Agreement. 
 (1) The definition of “Applicable Tranche 1 Rate” is
amended by replacing the table contained therein with the following table: 
  

																		
	 Pricing
 Level
	  	Consolidated
Leverage Ratio	  	 Tranche
 1 Facility
 Fee
	 	 	Letter of Credit Fee	 	 	 Eurocurrency
 Rate
	 	 	Base Rate	 
	  	  	 	 Financial
 Credit
	 	 	Performance
Credit	 	 	 
	I	  	£1.25:1	  	0.0700	%	 	0.2800	%	 	0.19250	%	 	0.2800	%	 	0	%
	II	  	>1.25:1 but £1.75:1	  	0.0800	%	 	0.3950	%	 	0.27625	%	 	0.3950	%	 	0	%
	III	  	>1.75:1 but £2.25:1	  	0.120	%	 	0.5050	%	 	0.34875	%	 	0.5050	%	 	0	%
	IV	  	>2.25:1	  	0.175	%	 	0.7000	%	 	0.48125	%	 	0.7000	%	 	0	%

 (2) The definition of “Applicable Tranche 2 Rate” is amended by replacing the
table contained therein with the following table: 
  

															
	 Pricing
 Level
	  	 Consolidated
 Leverage Ratio
	  	 Tranche
 2 Facility
 Fee
	 	 	 Bankers’
 Acceptance
 Fee
	 	 	 Canadian
 Prime Rate
	 	 	 Canadian
 Base Rate
	 
	I	  	£1.25:1	  	0.0700	%	 	0.2800	%	 	0	%	 	0	%
	II	  	>1.25:1 but £1.75:1	  	0.0800	%	 	0.3950	%	 	0	%	 	0	%
	III	  	>1.75:1 but £2.25:1	  	0.120	%	 	0.5050	%	 	0	%	 	0	%
	IV	  	>2.25:1	  	0.175	%	 	0.7000	%	 	0	%	 	0	%

 (3) The definition of “Maturity Date” is amended in its entirety to read as
follows: 
 “Maturity Date” means May 4, 2012. 
 3. Representations and Warranties. Each Borrower hereby represents and warrants to the Administrative Agent and the Lenders as follows: 
 (a) No Default has occurred and is continuing (or would result from the amendment of the Credit Agreement contemplated hereby). 
 (b) The execution, delivery and performance by each Borrower of the Amendment Documents have been duly authorized by all necessary corporate and other
action and do not and will not require any registration with, consent or approval of, or notice to or action by, any Person (including any Governmental Authority) in order to be effective and enforceable. 
  

 2. 








 (c) The Amendment Documents constitute the legal, valid and binding obligations of each Borrower,
enforceable against it in accordance with their respective terms. 
 (d) All representations and warranties of each Borrower contained in the
Credit Agreement are true and correct (except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this
Section 3(d) the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses
(a) and (b), respectively, of Section 6.01 of the Credit Agreement. 
 (e) Each Borrower is entering into this Amendment on
the basis of its own investigation and for its own reasons, without reliance upon the Administrative Agent and the Lenders or any other Person. 
 (f) Each Borrower’s obligations under the Credit Agreement and under the other Loan Documents are not subject to any defense, counterclaim, set-off, right of recoupment, abatement or other claim. 
 4. Conditions of Effectiveness. 
 (a) The
effectiveness of Section 2 of this Amendment shall be subject to the satisfaction of each of the following conditions precedent: 
 (1) The Administrative Agent shall have received from each Borrower, each of the Tranche 1 Lenders (as to the effectiveness of Section 2(a)(1) and Section 2(a)(3)), each of the Tranche 2 Lenders (as to the effectiveness of
Section 2(a)(2) and Section 2(a)(3)), the Swing Line Lenders, the L/C Issuers and the Agents a duly executed original (or, if elected by the Administrative Agent, an executed facsimile copy) of this Amendment. 
 (2) The Administrative Agent shall have received the consent, in form and substance satisfactory to the Administrative Agent, of each Subsidiary party to
a Guaranty (in its capacity as such) to the execution and delivery hereof by the Borrowers. 
 (3) The Administrative Agent shall have
received evidence of payment by the Company of all fees, costs and expenses due and payable as of the Effective Date hereunder and under the Credit Agreement, including any costs and expenses payable under Section 5(g) of this Amendment
(including the Administrative Agent’s Attorney Costs, to the extent invoiced on or prior to the Effective Date). 
 (4) The
Administrative Agent shall have received such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Company as the Administrative Agent may require evidencing the identity,
authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment. 
  

 3. 








 (5) The Administrative Agent shall have received a favorable opinion of counsel to the Company, addressed
to the Agents and each Lender, with respect to this Amendment, in form and substance satisfactory to the Agents and each Lender (which opinion may be rendered by internal Company counsel). 
 (6) The Administrative Agent shall have received all other documents it, any L/C Issuer or the Lenders may reasonably request relating to any matters
relevant hereto, all in form and substance satisfactory to the Administrative Agent. 
 (7) The representations and warranties in
Section 3 of this Amendment shall be true and correct on and as of the Effective Date with the same effect as if made on and as of the Effective Date. 
 (b) For purposes of determining compliance with the conditions specified in Section 4(a), each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be
satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Effective Date
specifying its objection thereto. 
 (c) From and after the Effective Date, the Credit Agreement is amended as set forth herein. Except as
expressly amended pursuant hereto, the Credit Agreement shall remain unchanged and in full force and effect and is hereby ratified and confirmed in all respects. 
 (d) The Administrative Agent will notify the Company and the Lenders of the occurrence of the Effective Date. 
 5.
Miscellaneous. 
 (a) The Company acknowledges and agrees that the execution and delivery by the Administrative Agent, the L/C Issuers,
the Canadian Facility Agent, the Canadian Swing Line Lender, the U.S. Swing Line Lender and the Lenders of this Amendment shall not be deemed to create a course of dealing or an obligation to execute similar waivers or amendments under the same or
similar circumstances in the future. 
 (b) This Amendment shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. 
 (c) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK. 
 (d) This Amendment 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. This Amendment and the other Amendment Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede
any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4, this Amendment shall become effective 

  

 4. 








 
when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken
together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Amendment by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment. 

(e) This Amendment and the other Amendment Documents contains the entire and exclusive agreement of the parties hereto with reference to the matters
discussed herein. This Amendment supersedes all prior drafts and communications with respect hereto. This Amendment may not be amended except in accordance with the provisions of Section 10.01 of the Credit Agreement. 
 (f) If any provision of this Amendment or the other Amendment Documents is held to be illegal, invalid or unenforceable, (i) the legality, validity
and enforceability of the remaining provisions of this Amendment and the other Amendment Documents and Loan Documents shall not be affected or impaired thereby and (ii) 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. 
 (g) The Company agrees to pay or reimburse all reasonable
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the preparation, negotiation, execution, delivery
and administration of this Amendment and the other Amendment 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), as outlined
in the Engagement Letter, dated April 18, 2007, by and among the Company, the Administrative Agent and the Arranger. 
 (h) This
Amendment shall constitute a Loan Document. 
 [signature pages follow] 
  

 5. 








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above
written. 
  

			
	JACOBS ENGINEERING GROUP INC.
		
	 By:
	 	 /s/ John W. Prosser, Jr.

	 Name:
	 	John W. Prosser, Jr.
	Title:	 	Executive Vice President: Finance and Administration
	
	JACOBS CANADA INC.
		
	By:	 	 /s/ John W. Prosser, Jr.

	Name:	 	John W. Prosser, Jr.
	Title:	 	Treasurer
	
	JACOBS FRANCE S.A.S.
		
	By:	 	 /s/ John W. Prosser, Jr.

	Name:	 	John W. Prosser, Jr.
	Title:	 	Attorney-In-Fact
	
	GIBB HOLDINGS LTD
		
	By:	 	 /s/ Graham Jones

	Name:	 	Graham Jones
	Title:	 	Director


  

 S-1. 









			
	JACOBS UK HOLDINGS LIMITED
		
	By:	 	 /s/ Graham Jones

	Name:	 	Graham Jones
	Title:	 	Director
	
	JACOBS ENGINEERING U.K. LIMITED
		
	By:	 	 /s/ Graham Jones

	Name:	 	Graham Jones
	Title:	 	Director
	
	JACOBSGIBB LTD
		
	By:	 	 /s/ Graham Jones

	Name:	 	Graham Jones
	Title:	 	Director


  

 S-2. 









			
	BANK OF AMERICA, N.A., as
	Administrative Agent
		
	By:	 	 /s/ Brenda H. Little

	Name:	 	Brenda H. Little
	Title:	 	Assistant Vice President


  

 S-3. 









			
	 THE BANK OF NOVA SCOTIA, as

	 Canadian Facility Agent

		
	 By:
	 	 /s/ James J. Rhea

	 Name:
	 	James J. Rhea
	 Title:
	 	Director


  

 S-4. 









			
	 BANK OF AMERICA, N.A., as a Tranche 1
 Lender, L/C Issuer and U.S. Swing Line Lender

		
	By:	 	 /s/ Robert W. Troutman

	Name:	 	Robert W. Troutman
	Title:	 	Managing Director


  

 S-5. 









			
	 THE BANK OF NOVA SCOTIA, as
 Tranche 2
Lender and as Canadian Swing Line Lender

		
	 By:
	 	 /s/ James J. Rhee

	 Name:
	 	James J. Rhee
	 Title:
	 	Director


  

 S-6. 









			
	 BNP PARIBAS, as a Tranche 1 Lender

		
	 By:
	 	 /s/ Pierre-Nicholas Rogers

	 Name:
	 	Pierre-Nicholas Rogers
	 Title:
	 	Managing Director
		
	 By:
	 	/s/ Jamie Dillon
	 Name:
	 	Jamie Dillon
	 Title:
	 	Managing Director


  

 S-7. 









			
	 WACHOVIA BANK NATIONAL
 ASSOCIATION, as a Tranche 1 Lender and as L/C Issuer

		
	By:	 	 /s/ John G. Taylor

	Name:	 	 John G. Taylor

	Title:	 	 Director



  

 S-8. 









			
	THE ROYAL BANK OF SCOTLAND PLC, as a Tranche 1 Lender
		
	By:	 	 /s/ L. Peter Yetman

	Name:	 	L. Peter Yetman
	Title:	 	Senior Vice President


  

 S-9. 









			
	 U.S. BANK NATIONAL ASSOCIATION, as a
 Tranche 1 Lender

		
	 By:
	 	 /s/ Thomas Marks

	 Name:
	 	 Thomas Marks

	 Title:
	 	 Vice President



  

 S-10. 









			
	 UNION BANK OF CALIFORNIA, N.A. , as a
 Tranche 1 Lender

		
	By:	 	 /s/ Peter Thompson

	Name:	 	Peter Thompson
	Title:	 	Vice President


  

 S-11. 









			
	 WELLS FARGO BANK, N.A., as a
 Tranche 1 Lender

		
	 By:
	 	 /s/ Mitsoo Iravani

	 Name:
	 	 Mitsoo Iravani

	 Title:
	 	 Vice President



  

 S-12. 









			
	 KEYBANK NATIONAL ASSOCIATION, as a
 Tranche 1 Lender

		
	 By:
	 	 /s/ Frank J. Jancar

	 Name:
	 	Frank J. Jancar
	 Title:
	 	Vice President


  

 S-13. 









			
	 SUMITOMO MITSUI BANKING 
 CORPORATION, as a Tranche 1 Lender

		
	 By:
	 	 /s/ Leo E. Pagarigan

	 Name:
	 	Leo E. Pagarigan
	 Title:
	 	General Manager


  

 S-14. 









			
	 COMERICA BANK, as a Tranche 1 Lender

		
	 By:
	 	 /s/ Elise M. Walker

	 Name:
	 	 Elise M. Walker

	 Title:
	 	Vice President


  

 S-15. 









			
	 THE NORTHERN TRUST COMPANY, as a
 Tranche 1 Lender

		
	By:	 	 /s/ John E. Burda

	Name:	 	John E. Burda
	Title:	 	 Vice President



  

 S-16. 








 CONSENT AND AGREEMENT OF GUARANTORS 
 May 4, 2007 
 Each of the undersigned, in its capacity as a party to a
Guaranty, acknowledges that its consent to the foregoing Amendment Agreement (the “Agreement”) is not required, but each of the undersigned nevertheless does hereby consent to the foregoing Agreement and to the documents and agreements
referred to therein. Nothing herein shall in any way limit any of the terms or provisions of the Guaranty of the undersigned executed by the undersigned in the Agents’, the L/C Issuers’, the Swing Line Lenders’ and the Lenders’
favor, or any other Loan Document executed by the undersigned (as the same may be amended from time to time), all of which are hereby ratified and affirmed in all respects. 
  

 1. 








 IN WITNESS WHEREOF, the parties hereto have caused this Consent and Agreement of Guarantors to be
duly executed as of the date set forth above. 
  

			
	JACOBS ENGINEERING GROUP INC.
		
	By:	 	 /s/ John W. Prosser, Jr.

	Name:	 	John W. Prosser, Jr.
	Title:	 	Executive Vice President: Finance and Administration
	
	JACOBS FIELD SERVICES NORTH AMERICA INC.
		
	By	 	 /s/ John. W. Prosser, Jr.

		 	John. W. Prosser, Jr.
		 	Treasurer
	
	JACOBS ENGINEERING INC.
		
	By	 	 /s/ John. W. Prosser, Jr.

		 	John. W. Prosser, Jr.
		 	Treasurer
	
	JACOBS FACILITIES INC.
		
	By	 	 /s/ John. W. Prosser, Jr.

		 	John. W. Prosser, Jr.
		 	Treasurer
	
	JACOBS TECHNOLOGY INC.
		
	By	 	 /s/ John. W. Prosser, Jr.

		 	John. W. Prosser, Jr.
		 	Treasurer


  

 2. 









			
	JACOBS CIVIL INC.
		
	By	 	 /s/ John. W. Prosser, Jr.

		 	John. W. Prosser, Jr.
		 	Treasurer
	
	JACOBS CANADA INC.
		
	By	 	 /s/ John. W. Prosser, Jr.

		 	John. W. Prosser, Jr.
		 	Treasurer
	
	JACOBS FRANCE S.A.S.
		
	By	 	 /s/ John. W. Prosser, Jr.

		 	John. W. Prosser, Jr.
		 	Attorney-In-Fact
	
	GIBB HOLDINGS LTD
		
	By:	 	 /s/ Graham Jones

		 	Graham Jones
		 	Director
	
	JACOBS ENGINEERING U.K. LIMITED
		
	By:	 	 /s/ Graham Jones

		 	Graham Jones
		 	Director


  

 3. 









			
	 JACOBSGIBB LTD

		
	By:	 	 /s/ Graham Jones

		 	Graham Jones
		 	Director
	
	 JACOBS UK HOLDINGS LIMITED

		
	By:	 	 /s/ Graham Jones

		 	Graham Jones
		 	Director


  

 4. 









			
	JACOBS CIVIL INC.
		
	By	 	 /s/ John. W. Prosser, Jr.

		 	John. W. Prosser, Jr.
		 	Treasurer
	
	JACOBS CANADA INC.
		
	By	 	 /s/ John. W. Prosser, Jr.

		 	John. W. Prosser, Jr.
		 	Treasurer
	
	JACOBS FRANCE S.A.S.
		
	By	 	 /s/ John. W. Prosser, Jr.

		 	John. W. Prosser, Jr.
		 	Attorney-In-Fact
	
	GIBB HOLDINGS LTD
		
	By:	 	 /s/ Graham Jones

		 	Graham Jones
		 	Director
	
	JACOBS ENGINEERING U.K. LIMITED
		
	By:	 	 /s/ Graham Jones

		 	Graham Jones
		 	Director


  

 3. 









			
	 JACOBSGIBB LTD

		
	By:	 	 /s/ Graham Jones

		 	Graham Jones
		 	Director
	
	 JACOBS UK HOLDINGS LIMITED

		
	By:	 	 /s/ Graham Jones

		 	Graham Jones
		 	Director


  

 4.