First Amendment to the Note Purchase Agreement, dated May 11, 2018, by and among Jacobs Engineering Group Inc. and the Purchasers identified therein

THIS FIRST AMENDMENT dated as of May 11, 2018 (the or this “First Amendment”) to the Note Purchase Agreement dated as of March 12, 2018 is between JACOBS ENGINEERING GROUP INC., a Delaware corporation (the “Company”) and each of the institutions which is a signatory to this First Amendment (collectively, the “Purchasers”).

A.    The Company and each of the Purchasers have heretofore entered into the Note Purchase Agreement dated as of March 12, 2018 (the “Note Purchase Agreement”), which provides for (i) $190,000,000 aggregate principal amount of its 4.27% Senior Notes, Series A, due May 8, 2025 (the “Series A Notes”), (ii) $180,000,000 aggregate principal amount of its 4.42% Senior Notes, Series B, due May 8, 2028 (the “Series B Notes”) and (iii) $130,000,000 aggregate principal amount of its 4.52% Senior Notes, Series C, due May 8, 2030 (the “Series C Notes”, together with the Series A Notes and the Series B Notes, the “Notes”) pursuant to the Note Purchase Agreement.

B.    The Company and the Purchasers now desire to amend the Note Purchase Agreement in the respects, but only in the respects, hereinafter set forth.

C.    Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Note Purchase Agreement.

NOW, THEREFORE, upon the full and complete satisfaction of the conditions precedent to the effectiveness of this First Amendment set forth in Section 3.1 hereof, and in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company and the Purchasers do hereby agree as follows:

Section 1.1.    Section 3 of the Note Purchase Agreement shall be and is hereby amended by deleting the phrase “on May 8, 2018 or on such other Business Day thereafter on or prior to May 11, 2018” and replacing it with the phrase “on May 15, 2018.”

Section 1.2.    For avoidance of doubt, all references to the “Closing” in the Note Purchase Agreement shall now refer to the Closing to occur on May 15, 2018.

Section 1.3.    Upon receipt by the Company and Purchasers of executed counterparts of this First Amendment, duly executed by the Company and the Purchasers, this First Amendment shall become effective.

Section 1.4.    This First Amendment shall be construed in connection with and as part of the Note Purchase Agreement, and except as modified and expressly amended by this First Amendment, all terms, conditions and covenants contained in the Note Purchase Agreement and the Notes are hereby ratified and shall be and remain in full force and effect.

Section 1.5.    Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this First Amendment may refer to the Note Purchase Agreement without making specific reference to this First Amendment but nevertheless all such references to the Note Purchase Agreement shall mean the Note Purchase Agreement as modified by this First Amendment unless the context otherwise requires.

Section 1.6.    This First Amendment shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice of law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State. Section 22.8 of the Note Purchase Agreement is hereby incorporated by reference and hereby applies to this First Amendment with same force and effect as if such section was fully set forth herein.

Section 1.7.    The execution hereof by each of the parties hereto shall constitute a contract between such parties for the uses and purposes hereinabove set forth, and this First Amendment may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only one agreement. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.