0000912057-01-544914 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 31st, 2001 • Tetra Tech Inc • Services-engineering services • Delaware

This Registration Rights Agreement (the "Agreement") is entered into as of September 26, 2001 by and between Tetra Tech, Inc., a Delaware corporation ("Tetra Tech"), and Shepherd Miller, Inc., a Colorado corporation (the "Holder").

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SECOND AMENDMENT
Credit Agreement • December 31st, 2001 • Tetra Tech Inc • Services-engineering services

THIS SECOND AMENDMENT (this "Amendment") dated as of August 13, 2001 is to the Credit Agreement (the "Credit Agreement") dated as of March 17, 2000 among TETRA TECH, INC. (the "Company"), various financial institutions and BANK OF AMERICA, N.A., as administrative agent (the "Agent"). Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as defined therein.

TETRA TECH, INC. FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT $110,000,000 Senior Secured Notes $92,000,000 7.28% Senior Secured Notes, Series A, due May 30, 2011 $18,000,000 7.08% Senior Secured Notes, Series B, due May 30, 2008
Note Purchase Agreement • December 31st, 2001 • Tetra Tech Inc • Services-engineering services • Illinois

Reference is made to the Note Purchase Agreement dated as of May 15, 2001 (the "Note Agreement") between Tetra Tech, Inc., a Delaware corporation (the "Company"), and you pursuant to which the Company issued $92,000,000 aggregate principal amount of its 7.28% Senior Secured Notes, Series A, due May 30, 2011 (the "Series A Notes") and $18,000,000 aggregate principal amount of its 7.08% Senior Secured Notes, Series B, due May 30, 2008 (the "Series B Notes" and, together with the Series A Notes, the "Notes"). You are referred to herein individually as a "Holder" and collectively as the "Holders". Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Note Agreement, as amended hereby.

Tetra Tech, Inc. 2002 Stock Option Plan Incentive Stock Option Agreement
Incentive Stock Option Agreement • December 31st, 2001 • Tetra Tech Inc • Services-engineering services

This Incentive Stock Option Agreement is dated as of ____________, ______ by and between Tetra Tech, Inc., a Delaware corporation ("Company") and ____________ ("Optionee") pursuant to the Company's 2002 Stock Option Plan ("Plan"). Capitalized terms that are used but not defined in this document shall have the meaning set forth in the Plan.

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