Exhibit 10.1


 


AMENDMENT NO. 2


TO


SECOND AMENDED AND RESTATED CREDIT
AGREEMENT


 


This Amendment No. 2 to Second Amended and Restated Credit Agreement
dated as of January 20, 2009 (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 (as
amended by that certain Amendment No. 1 to Second Amended and Restated
Credit Agreement dated as of May 30, 2008, 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
existing definition of “Excluded Subsidiary” in Section 1.02
is deleted in its entirety and the following is inserted in lieu thereof:


 


“Excluded Subsidiary”
means any Subsidiary of the Borrower designated as such on Schedule 5.13
and any other Subsidiary designated as such from time to time in writing by the
Borrower to the Administrative Agent; provided, that, the Borrower may
remove any Subsidiary from the list of Excluded Subsidiaries from time to time
in order to maintain compliance with Section 7.16 so long as the
Borrower has caused such Subsidiary to execute a Guaranty Joinder Agreement and
Security Joinder Agreement to the extent such execution would be 


 

















 


required under Section 6.12(e) (for
the purposes of such Section, treating such Subsidiary as if it were formed or
acquired on the effective date of such designation).


 


(b)                               Clause
(v) of the proviso to Section 7.02(g) is amended by
inserting “(unless such acquired Equity Interests are acquired by an Excluded
Subsidiary and limited, in the case of each entity that is a “controlled
foreign corporation” under Section 957 of the Code, to a pledge of 65% of
the voting Equity Interests of such first-tier foreign subsidiary to the extent
the pledge of any greater percentage would result in material adverse tax
consequences to the Borrower)” after “so acquired” and before the semicolon in
the last line thereof.


 


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 $7,000  to each Lender that executes and returns this Amendment to
the Administrative Agent by 3:00 pm PST on  January 20,
2009, 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 amendment 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 


 


2

















 


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;


 


(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.


 


3

















 


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, facsimile or other
electronic transmission (including .PDF)
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.


 


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.


 


[Remainder of page left blank
intentionally; signature pages follow.]


 


4

















 


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.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Dan
  L. Batrack

  
	
   

  	
  Name:    Dan L. Batrack

  
	
   

  	
  Title:  
     Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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.

  
	
   

  	
  THE DELANEY GROUP, INC.

  
	
   

  	
  WESTERN UTILITY CONTRACTORS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Dan
  L. Batrack

  
	
   

  	
  Name:    Dan L. Batrack

  
	
   

  	
  Title:      Vice President

  



 


Amendment
No. 2 to Second Amended and Restated Credit Agreement


Signature
Page


 

















 


	
   

  	
  ADMINISTRATIVE
  AGENT:

  
	
   

  	
   

  
	
   

  	
  BANK OF
  AMERICA, N.A.,  as
  Administrative

  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Robert Rittelmeyer

  
	
   

  	
  Name:    Robert Rittelmeyer

  
	
   

  	
  Title:      Vice
  President

  



 


Amendment
No. 2 to Second Amended and Restated Credit Agreement


Signature
Page


 

















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
  BANK OF
  AMERICA, N.A., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Mathew Griesbach

  
	
   

  	
  Name:    Mathew Griesbach

  
	
   

  	
  Title:      Vice
  President

  



 


Amendment
No. 2 to Second Amended and Restated Credit Agreement


Signature
Page


 
















 


	
   

  	
  BMO
  CAPITAL MARKETS FINANCING,

  INC.,  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Joann
  L. Holman

  
	
   

  	
  Name:    Joann
  L. Holman

  
	
   

  	
  Title:   
    Managing Director

  



 


Amendment
No. 2 to Second Amended and Restated Credit Agreement


Signature
Page


 

















 


	
   

  	
  NORTHERN
  TRUST COMPANY,  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ 
  John E. Burda

  
	
   

  	
  Name:    John
  E. Burda

  
	
   

  	
  Title:   
    Senior Vice President

  



 


Amendment
No. 2 to Second Amended and Restated Credit Agreement


Signature
Page


 

















 


	
   

  	
  THE
  PRUDENTIAL INSURANCE COMPANY

  OF AMERICA,  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Matthew
  Douglass

  
	
   

  	
  Name:    Matthew
  Douglass

  
	
   

  	
  Title:   
    Vice President

  



 


Amendment
No. 2 to Second Amended and Restated Credit Agreement


Signature
Page


 

















 


	
   

  	
  PRUDENTIAL
  RETIREMENT INSURANCE

  AND ANNUITY COMPANY,  as
  a Lender

  
	
   

  	
   

  
	
   

  	
  By:  Prudential Investment Management, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ 
  Cornelia Cheng

  
	
   

  	
  Name:    Cornelia
  Cheng

  
	
   

  	
  Title:   
    Vice President

  



 


Amendment
No. 2 to Second Amended and Restated Credit Agreement


Signature
Page


 

















 


	
   

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

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Peter Thompson

  
	
   

  	
  Name:    Peter
  Thompson

  
	
   

  	
  Title:   
    Vice President

  



 


Amendment
No. 2 to Second Amended and Restated Credit Agreement


Signature
Page


 

















 


	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION,  as
  a

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Conan
  Schleicher

  
	
   

  	
  Name:    Conan
  Schleicher

  
	
   

  	
  Title:      Vice
  President

  



 


Amendment
No. 2 to Second Amended and Restated Credit Agreement


Signature
Page


 

















 


	
   

  	
  WELLS
  FARGO BANK, NATIONAL

  ASSOCIATION,  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Jared Myres

  
	
   

  	
  Name:    Jared
  Myres

  
	
   

  	
  Title:      Vice
  President

  



 


Amendment
No. 2 to Second Amended and Restated Credit Agreement


Signature
Page