0001047469-05-014753 Sample Contracts

TETRA TECH, INC. FOURTH 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 • May 13th, 2005 • Tetra Tech Inc • Services-engineering services • Illinois

Reference is made to the Note Purchase Agreements, each dated as of May 15, 2001, as amended by the First Amendment to Note Purchase Agreement dated as of September 30, 2001, the Second Amendment to Note Purchase Agreement dated as of April 22, 2003 and the Third Amendment to Note Purchase Agreement dated as of December 14, 2004 (collectively, as in effect immediately prior to the effectiveness hereof, the "Existing Note Agreement", and as amended hereby, the "Note Agreement"), by and between Tetra Tech, Inc., a Delaware corporation (the "Company"), and each of the Noteholders 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 (collectively, as in effect immediately prior to the effectiveness hereof, the "Existing Series A Notes", and as amended hereby, the "Series A Notes") and $18,000,000 aggregate principal amount of its 7.08% Senior Secured Notes, Series B, due May 30, 2008 (collectively, as in e

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SECOND AMENDMENT
Credit Agreement • May 13th, 2005 • Tetra Tech Inc • Services-engineering services • Illinois

THIS SECOND AMENDMENT (this "Amendment") dated as of May 12, 2005 is to the Amended and Restated Credit Agreement (as previously amended, the "Credit Agreement") dated as of July 21, 2004 among TETRA TECH, INC. (the "Company"), various financial institutions and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the "Administrative Agent"). Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as defined therein.

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