Exhibit 10.1


 


AMENDMENT NO. 1


TO


SECOND AMENDED AND
RESTATED CREDIT AGREEMENT


 


This Amendment No. 1 to Second Amended and Restated Credit
Agreement dated as of May 30, 2008 (this “Amendment”), is made
among TETRA TECH, INC., a Delaware corporation (the “Borrower”), BANK OF
AMERICA, N.A., as Administrative Agent, each of the Lenders signatory hereto
and each of the Guarantors signatory hereto. Each capitalized term used and not
otherwise defined in this Amendment has the definition specified in the Credit
Agreement described below.


 


RECITALS:


 


A.                                  The
Borrower, Bank of America, N.A., as administrative agent (in such capacity, the
“Administrative Agent”), and each lenders from time to time party
thereto (each, a “Lender” and, collectively, the “Lenders”) have
entered into that certain Second Amended and Restated Credit Agreement dated as
of March 30, 2007 (the “Credit Agreement”), pursuant to which the
Lenders have made available to the Borrower a revolving credit facility.


 


B.                                    Each
of the Guarantors has entered into a Guaranty pursuant to which it has
guaranteed the payment and performance of the obligations of the Borrower under
the Credit Agreement and the other Loan Documents.


 


C.                                    The
Borrower has advised the Administrative Agent and the Lenders that it desires
to amend certain provisions of the Credit Agreement as set forth below.


 


D.                                   The
Administrative Agent and the Lenders are willing to so amend the Credit
Agreement on the terms and conditions contained in this Amendment.


 


In consideration of the premises and further valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:


 


1.                                      Amendments to Credit
Agreement. Subject to
the terms and conditions set forth herein, and in reliance upon the representations
and warranties of the Borrower made herein, the Credit Agreement is amended as
follows:


 


(a)                                 The
definition of “Consolidated Fixed Charges” in Section 1.02 is deleted in
its entirety and the following is inserted in lieu thereof:


 


“Consolidated
Fixed Charges” means, for any period measured thereof, the sum of (a) Consolidated
Interest Charges, plus (b) Federal, state, local and foreign income
taxes (including any franchise tax and any other tax based upon gross or net
income or receipts  but not including
sales taxes and value added taxes) paid by the Borrower and its Subsidiaries
during such period plus (c) all required payments of principal of
Indebtedness of the Borrower and its Subsidiaries during such period
(including, without limitation, with respect to 
any “earnout” or similar payments).


 

















 


(b)                                Clause
(g) of Section 7.02 is deleted in its entirety and the
following is inserted in lieu thereof:


 


(g)                                 acquisitions
by the Borrower or any Subsidiary of all or substantially all  of the assets of, or of all  of
the  Equity Interests of any other Person
that is in the same or a similar line of business as the Borrower and its
Subsidiaries; provided that any acquisition described in this clause (g) must
satisfy all of the following conditions: (i) each Person so acquired shall
comply with all of the terms of this Agreement and the other Loan Documents
that are applicable to such Person; (ii) either the required majority of
the Board of Directors (or other equivalent governing body) of the Person so
acquired incumbent at the time such acquisition is proposed has acquiesced to
the acquisition, or the acquisition is otherwise deemed in the reasonable
judgment of the Administrative Agent to be a “friendly” acquisition; (iii) no
Default or Event of Default shall have occurred and be continuing at the time
of, or would result from the making of, such acquisition; (iv) the
aggregate consideration paid or required to be paid in any fiscal year with
respect to acquisitions permitted by this clause (g) (whether such acquisitions
occur in such fiscal year or occurred in any prior fiscal year) shall not
exceed $135,000,000  (including in
such calculation any assumed debt and any debt incurred to any seller or any
affiliate or equityholder of any seller as consideration in such transaction  and the fair market value of any non-cash consideration,
but excluding (x) any consideration consisting of Equity Interests of the
Borrower, and (y) the contingent portion of any “earnout” or similar
payments to be paid in a fiscal year until the date such payment is required to
be made or reported as a liability of the Borrower or any Subsidiary in
accordance with GAAP); and (v) substantially contemporaneously with any
such acquisition of Equity Interests, the Borrower shall grant, or cause the
applicable Person(s) to grant, to the Administrative Agent, for the
benefit of the Secured Parties, a valid and perfected first priority Lien in
all of the Equity Interests so acquired; and


 


(c)                                 Clause
(h) of Section 7.03 is deleted in its entirety and the
following is inserted in lieu thereof:


 


(h)                                 Indebtedness
constituting a portion of the deferred purchase price for any acquisition
permitted by clause (g) of Section 7.02; provided, that
the aggregate outstanding amount of all such Indebtedness shall not at any time
exceed $25,000,000 (excluding from such limitation any Indebtedness consisting
of the obligation to make any “earnout” or similar payment);


 


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2.                                      Effectiveness; Conditions
Precedent. The amendments herein
provided shall be effective upon the satisfaction of the following conditions
precedent:


 


(a)                                 The Administrative Agent shall have received
each of the following documents or instruments in form and substance acceptable
to the Administrative Agent:


 


(i)                                    one or more counterparts of this Amendment,
duly executed by the Borrower, each Guarantor and the Required Lenders; and


 


(ii)                                 such other documents, instruments, opinions,
certifications, undertakings, further assurances and other matters as the
Administrative Agent shall reasonably request.


 


(b)                                All
fees and expenses payable to the Administrative
Agent and the Lenders (including (x) an amendment fee of $5,000 to
each Lender that executes and returns this Amendment to the Administrative Agent
by 3:00 pm PST on May 30, 2008, and (y) the fees and expenses of
counsel to the Administrative Agent
estimated to date) shall have been paid in full (without prejudice to final
settling of accounts for such fees and expenses).


 


3.                                      Consent of the Guarantors. Notwithstanding
that such consent is not required by the Loan Documents, each of the Guarantors
hereby consents, acknowledges and agrees to the amendments set forth herein and
hereby confirms and ratifies in all respects the Loan Documents to which such
Person is a party (including without limitation the continuation of such Person’s
payment and performance obligations and the effectiveness and priority of any
Liens granted thereunder, in each case upon and after the effectiveness of this
Amendment and the amendments contemplated hereby) and the enforceability of
such Loan Documents against such Person in accordance with its terms.


 


4.                                      Representations and
Warranties. In order to induce
the Administrative Agent and the Lenders to enter into this Amendment, the
Borrower represents and warrants to the 
Administrative Agent and such Lenders as follows:


 


(a)                                 The representations and warranties made by it
in Article V of the Credit Agreement, and by each Loan Party in
each of the Loan Documents to which such Loan Party is a party are true and
correct on and as of the date hereof, except to the extent that such
representations and warranties expressly relate to an earlier date, in which
case such representations and warranties are true and correct as of such earlier
date;


 


(b)                                Since the date of the most recent financial
reports of the Borrower delivered pursuant to Section 6.01 of the
Credit Agreement, no act, event, condition or circumstance has occurred or
arisen which, singly or in the aggregate with one or more other acts, events,
occurrences or conditions (whenever occurring or arising), has had or could
reasonably be expected to have a Material Adverse Effect;


 


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(c)                                 The
Persons appearing as Guarantors on the signature pages to this Agreement
constitute all Persons who are required to be Guarantors pursuant to the terms
of the Credit Agreement and the other Loan Documents, including without
limitation all Persons who became Subsidiaries or were otherwise required to
become Guarantors after the Closing Date, and each of such Persons has become
and remains a party to a Guaranty as a Guarantor;


 


(d)                                This Amendment has been duly authorized,
executed and delivered by the Borrower and the Guarantors and constitutes a legal,
valid and binding obligation of such Persons, except as may be limited by
general principles of equity or by the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar law affecting creditors’
rights generally; and


 


(e)                                 No
Default or Event of Default has occurred and is continuing.


 


5.                                      Entire Agreement. This Amendment,
together with all the Loan Documents (collectively, the “Relevant Documents”),
sets forth the entire understanding and agreement of the parties hereto in
relation to the subject matter hereof and supersedes any prior negotiations and
agreements among the parties relating to such subject matter. No promise,
condition, representation or warranty, express or implied, not set forth in the
Relevant Documents shall bind any party hereto, and no such party has relied on
any such promise, condition, representation or warranty. Each of the parties
hereto acknowledges that, except as otherwise expressly stated in the Relevant
Documents, no representations, warranties or commitments, express or implied,
have been made by any party to the other in relation to the subject matter
hereof or thereof. None of the terms or conditions of this Amendment may be
changed, modified, waived or canceled orally or otherwise, except in writing
and in accordance with Section 10.01 of the Credit Agreement.


 


6.                                      Full Force and Effect of
Agreement. Except as hereby
specifically amended, modified or supplemented, the Credit Agreement and all
other Loan Documents are hereby confirmed and ratified in all respects and
shall be and remain in full force and effect according to their respective
terms.


 


7.                                      Counterparts. This Amendment may be executed in any number
of counterparts, each of which shall be deemed an original as against any party
whose signature appears thereon, and all of which shall together constitute one
and the same instrument. 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.


 


8.                                      Governing Law; Jurisdiction,
Etc.
This Amendment shall in all
respects be governed by, and construed in accordance with, the laws of the
State of New York, and shall be further subject to the provisions of Section 10.14
of the Credit Agreement.


 


9.                                      Enforceability. Should any one or more of the provisions of
this Amendment be determined to be illegal or unenforceable as to one or more
of the parties hereto, all other provisions nevertheless shall remain effective
and binding on the parties hereto.


 


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10.                                References. All references in any of the Loan Documents
to the “Credit Agreement” shall mean the Credit Agreement, as amended hereby.


 


11.                                Successors and Assigns. This Amendment
shall be binding upon and inure to the benefit of the Borrower, each Guarantor,
the Administrative Agent and each Lender, and their respective successors and
assignees to the extent such assignees are permitted assignees as provided in Section 10.06
of the Credit Agreement.


 


[Signature pages follow.]


 


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IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be made, executed and
delivered by their duly authorized officers as of the day and year first above
written.


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TETRA TECH, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Dan L.
  Batrack

  
	
   

  	
  Name:

  	
   Dan L. Batrack

  
	
   

  	
  Title:

  	
   Chief Executive Officer

  



 


Amendment No. 1 to Second Amended and Restated Credit Agreement

Signature Page


 

















 


	
   

  	
  ADMINISTRATIVE
  AGENT:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF
  AMERICA, N.A.,

  
	
   

  	
  as
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Robert
  Rittelmeyer

  
	
   

  	
  Name:

  	
   Robert Rittelmeyer

  
	
   

  	
  Title:

  	
   Vice President

  



 


Amendment No. 1 to Second Amended and Restated Credit Agreement

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  LENDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF
  AMERICA, N.A.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Mathew
  Griesbach

  
	
   

  	
  Name:

  	
   Mathew Griesbach

  
	
   

  	
  Title:

  	
   Vice President

  



 


Amendment No. 1 to Second Amended and Restated Credit Agreement

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  BMO
  CAPITAL MARKETS FINANCING,

  INC., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ John
  Armstrong

  
	
   

  	
  Name:

  	
   John Armstrong

  
	
   

  	
  Title:

  	
   Vice President

  



 


Amendment No. 1 to Second Amended and Restated Credit Agreement

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  WELLS
  FARGO BANK, NATIONAL

  ASSOCIATION,  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Jared
  Myres

  
	
   

  	
  Name:

  	
   Jared Myres

  
	
   

  	
  Title:

  	
   Vice President

  



 


Amendment No. 1 to Second Amended and Restated Credit Agreement

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  U.S.
  BANK NATIONAL ASSOCIATION,  as
  a

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Conan
  Schleicher

  
	
   

  	
  Name:

  	
   Conan Schleicher

  
	
   

  	
  Title:

  	
   Vice President

  



 


Amendment No. 1 to Second Amended and Restated Credit Agreement

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  UNION
  BANK OF CALIFORNIA, N.A.,  as
  a

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Peter
  Thompson

  
	
   

  	
  Name:

  	
   Peter Thompson

  
	
   

  	
  Title:

  	
   Vice President

  



 


Amendment No. 1 to Second Amended and Restated Credit Agreement

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  NORTHERN
  TRUST COMPANY,  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ John
  Burda

  
	
   

  	
  Name:

  	
   John Burda

  
	
   

  	
  Title:

  	
   Vice President

  



 


Amendment No. 1 to Second Amended and Restated Credit Agreement

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  THE
  PRUDENTIAL INSURANCE COMPANY

  OF AMERICA,  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Stephen
  DeMartini

  
	
   

  	
  Name:

  	
   Stephen DeMartini

  
	
   

  	
  Title:

  	
   Senior Vice President

  
	
   

  	
   

  
	
   

  	
  PRUDENTIAL
  RETIREMENT INSURANCE

  AND ANNUITY COMPANY,  as
  a Lender

  
	
   

  	
   

  
	
   

  	
  By: 
  

  	
  Prudential
  Investment Management, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Stephen
  DeMartini

  
	
   

  	
   

  	
  Name:  Stephen DeMartini

  
	
   

  	
   

  	
  Ttitle:   Senior Vice President

  
				



 


Amendment No. 1 to Second Amended and Restated Credit Agreement

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  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  ADVANCED
  MANAGEMENT

  
	
   

  	
  TECHNOLOGY, INC.

  
	
   

  	
  ARD,
  INC.

  
	
   

  	
  ARDAMAN &
  ASSOCIATES, INC.

  
	
   

  	
  COSENTINI
  ASSOCIATES, INC.

  
	
   

  	
  DELANEY
  CRUSHED STONE

  
	
   

  	
  PRODUCTS, INC.

  
	
   

  	
  ENGINEERING
  MANAGEMENT

  
	
   

  	
  CONCEPTS, INC.

  
	
   

  	
  GEOTRANS,
  INC.

  
	
   

  	
  HARTMAN &
  ASSOCIATES, INC.

  
	
   

  	
  TETRA
  TECH CONSTRUCTION

  
	
   

  	
  SERVICES, INC.

  
	
   

  	
  TETRA TECH EC, INC.

  
	
   

  	
  TETRA TECH EM INC.

  
	
   

  	
  TETRA
  TECH EXECUTIVE SERVICES, INC.

  
	
   

  	
  TETRA
  TECH NUS, INC.

  
	
   

  	
  TETRA
  TECH RMC, INC.

  
	
   

  	
  THE
  DELANEY GROUP, INC.

  
	
   

  	
  THE
  THOMAS GROUP OF

  
	
   

  	
  COMPANIES, INC.

  
	
   

  	
  WESTERN
  UTILITY CONTRACTORS, INC.

  
	
   

  	
   

  
	
   

  	
  /s/ Dan L.
  Batrack

  
	
   

  	
  Name:

  	
   Dan L. Batrack

  
	
   

  	
  Title:

  	
   Vice President

  



 


Amendment No. 1 to Second Amended and Restated Credit Agreement

Signature Page