Definitions

Definitions. As used in this Certificate, the following terms shall have the meanings defined in this Section . Any capitalized term not otherwise defined herein shall have the meaning set forth in the Restated Certificate of Incorporation, unless the context otherwise requires:

Definitions. Words and expressions used in this Agreement shall have the meanings set out in Schedule 1, unless the context requires otherwise.

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. 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Definitions. Capitalized terms used in this Supplemental Indenture shall have the meanings ascribed to them in the Indenture, as amended by the Amendments.

Definitions. A new Section 7.04 shall be added to the Agreement, to provide in its entirety as follows: '7.04 Special Payment Rules.'(i) 'Specified Employee' Rule. This Section 7.04(i) is intended to comply with the requirement under Section 409A(a)(2)(B)(i) of the Code to delay certain post-termination payments to Specified Employees for six (6) months after the Termination Date. In order to avoid an inadvertent violation of such requirement, the restrictions set forth in this Section 7.04(i) may be... more restrictive than is required under Section 409A(a)(2)(B)(i) of the Code. However, this Section 7.04(i) shall not be construed to allow payment of any amount at any time that would cause a violation of Section 409A(a)(2)(B)(i) of the Code. '(a) If (x) Interpublic determines that Executive is a Specified Employee as of the Termination Date, and (y) the sum of Executive's Restricted Severance Payments that are scheduled to be made before the first day of the seventh month following the Termination Date exceeds Executive's Severance Exclusion Amount, then:'(1) each payment that Section 7.01(i) hereof requires to be made on or before March 15th of the first calendar year that begins after the Termination Date shall be made at the time prescribed by Section 7.01(i) hereof. Interpublic shall determine whether a payment is required to be made on or before March 15th of the first calendar year that begins after the Termination Date based on the facts known as of the date Executive first acquired the right (including a contingent right) to become eligible to receive such payment;'(2) each payment required by Section 7.01(i) and (iii) hereof, other than the payments described by subparagraph (1), above, shall be made at the time prescribed by Section 7.01 hereof until the sum of (x) such payments, and (y) all Other Severance Payments equals Executive's Severance Exclusion Amount; and''(3) to the extent that any payment required by Section 7.01(i) or (iii) hereof, other than a payment described by subparagraph (1), above, cannot be made by reason of subparagraph (2), above, such payment shall be made on the later of:'(A) Interpublic's first semi-monthly pay date for the seventh month after the Termination Date (or, if earlier, a date determined by Interpublic that occurs within the ninety (90) day period immediately following the date of Executive's death); or''(B) the date on which such payment would otherwise be due in accordance with Sections 7.01(i) or (iii) hereof.'(b) Interest shall not be added to any payment that is delayed by reason of the application of this Section 7.04(i).'(ii) Change of Control Rule. If Interpublic terminates Executive's employment for any reason other than Cause within two years after a 'Change of Control' (as defined in ESP), any amount payable under Section 7.01(i) shall be paid in a lump sum. Except as required by Section 7.04(i), such lump-sum payment shall be made within thirty (30) days after the Termination Date. View More

Definitions. References in the ESBAs (as amended hereby) to the term "Corporation" shall include Interpublic and the corporations and the other entities that are required to be combined with Interpublic as a single employer under Section 414(b) or (c) of the Code (each such entity being a "subsidiary"). "Termination of Employment" means Executive's "separation from service" (within the meaning of Section 409A(a)(2)(A)(i) of the Code) with the Corporation, as determined by Interpublic. For purposes of the... ESBAs: (i) If Executive is on a leave of absence and does not have a statutory or contractual right to reemployment, he shall be deemed to have had a Termination of Employment on the first date that is more than six months after the commencement of such leave of absence. However, if the leave of absence is due to any medically determinable physical or mental impairment that can be expected to last for a continuous period of six (6) months or more, and such impairment causes Executive to be unable to perform the duties of his position of employment or any substantially similar position of employment, the preceding sentence shall be deemed to refer to a twenty-nine (29) month period rather than to a six (6) month period; and (ii) a sale of assets by Interpublic or a Subsidiary to an unrelated buyer that results in Executive working for the buyer or one of it affiliates shall not, by itself, constitute a Termination of Employment unless Interpublic, with the buyer's written consent, so provides in writing 60 or fewer days before the closing of such sale. View More

Definitions. As used in this Agreement, the terms that are underlined or listed below shall have the following meanings:

Definitions. Unless the context otherwise requires, when used herein the following terms shall have the meanings indicated.

Definitions. As used in this Agreement, the following terms shall have the following meanings: "Allowed Delay" has the meaning given to such term in Section 2(c)(ii). "Base Amount" means 58,000, as appropriately adjusted for any stock dividends, splits, combinations or reclassifications of the Common Stock occurring after the date hereof. "Blackout Amount" means an amount equal to the aggregate Base Amount for all Trading Days during an Allowed Delay; provided, however, that such Blackout Amount... shall be reduced (i) in accordance with the definition of Daily Trading Limit and (ii) by the amount of any block-trade of shares of Common Stock pursuant to Section 5(b)(ii). "Block-Trade Amount" means, with respect to an Allowed Delay, an amount equal to the lesser of (i) the aggregate Base Amount for all Trading Days during such Allowed Delay, or (ii) 250,000. "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the applicable laws of, or are in fact closed in, the State of Texas. "Closing Date" has the meaning given to such term in the Purchase Agreement. "Common Stock" means the Company's Common Stock, par value $.001 per share, and any securities into which such shares may hereinafter be reclassified. "Daily Trading Limit" means, with respect to any Trading Day, the sum of (i) the Base Amount, and (ii) the Deferred Amount; provided, however, that in no event shall the Daily Trading Limit on any Trading Day exceed twice the Base Amount. For the purposes of calculating the Daily Trading Limit, any amounts sold on a Trading Day shall be credited first to the Base Amount for such Trading Day, second to the Ordinary Trading Deficit; and third to any remaining Blackout Amount. "Deferred Amount" means, with respect to any Trading Day, a number equal to (A)(i) the aggregate Base Amount for the ten (10) Trading Days immediately preceding such Trading Day (but, for the purposes of this part (A)(i), any Trading Days occurring during an Allowed Delay shall not be included), less (ii) the aggregate number of shares of Common Stock actually Transferred by the Holder during such ten (10) Trading Day period ((i) minus (ii) being the "Ordinary Trading Deficit")), plus (B) the remaining Blackout Amount. "Effectiveness Period" has the meaning given to such term in Section 3(a). "Issued Shares" has the meaning given to such term in the recitals. "Ordinary Trading Deficit" has the meaning given such term in the definition of the "Deferred Amount" in this Section 1. "Principal Market" means, with respect to the Common Stock, the New York Stock Exchange, or if the Common Stock is not traded on the New York Stock Exchange, then the principal securities exchange or trading market (including the over-the-counter market or any "bulletin-board" based market) for shares of the Common Stock. "Prospectus" means (i) the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus, and (ii) any "free writing prospectus" as defined in Rule 405 under the 1933 Act. "Register," "registered" and "registration" refer to a registration made by preparing and filing a Registration Statement or similar document in compliance with the 1933 Act (as defined below), and the declaration or ordering of effectiveness of such Registration Statement or document. "Registrable Securities" means (i) the shares of Common Stock acquired by Holder pursuant to the Purchase Agreement and (ii) any other securities issued or issuable with respect to or in exchange for Registrable Securities; provided, however, that, a security shall cease to be a Registrable Security upon (A) sale pursuant to a Registration Statement or Rule 144 under the 1933 Act, or (B) such security becoming eligible for sale without restriction (including -2- any restriction relating to the availability of current public information about the Company) by the Holder pursuant to Rule 144. "Registration Statement" means any registration statement of the Company filed under the 1933 Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement. "Restricted Period" has the meaning set forth in Section 5(a). "SEC" means the U.S. Securities and Exchange Commission. "Trading Day" means each Monday, Tuesday, Wednesday, Thursday and Friday during the Restricted Period other than a day on which securities are not traded on the Principal Market. "Transfer" means, with respect to the Common Stock or any other security and subject to Section 7 of this Agreement, any offer, pledge, sale, entry into a contract to sell, sale of any option or contract to purchase, purchase of any option or contract to sell, grant of any option, right or warrant to purchase, loan of, or other transfer or disposal of, directly or indirectly, such Common Stock or other security or any portion of the economic consequences of the ownership of such Common Stock or other security, whether any such transaction is to be settled by delivery of Common Stock, cash or such other securities. "1933 Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. "1934 Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. View More

Definitions. Except as otherwise defined in this Amendment, initially capitalized terms used herein shall have the meanings assigned to such terms in the Loan Agreement.