Exhibit
10.4


 


AMENDMENT
NO. 3


TO


SECOND
AMENDED AND RESTATED CREDIT AGREEMENT


 


This
Amendment No. 3 to Second Amended and
Restated Credit Agreement dated as of October 4, 2010 (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 and by that certain Amendment No. 2
to Second Amended and Restated Credit Agreement dated as of January 20,
2009, 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 table in
the definition of “Applicable Rate” in Section 1.02 of the Credit
Agreement is deleted in its entirety and the following is inserted in lieu
thereof:


 

















 


	
  Pricing

  Level

  	
   

  	
  Consolidated Leverage

  Ratio

  	
   

  	
  Commitment Fee

  	
   

  	
  Eurodollar Rate +

  Letters of Credit

  	
   

  	
  Base Rate +

  	
   

  
	
  I

  	
   

  	
  Less
  than 0.75 to 1.00

  	
   

  	
  0.20%

  	
   

  	
  1.25%

  	
   

  	
  0.25%

  	
   

  
	
  II

  	
   

  	
  Greater
  than or equal to 0.75 to 1.00 but less than 1.25 to 1.00

  	
   

  	
  0.25%

  	
   

  	
  1.50%

  	
   

  	
  0.50%

  	
   

  
	
  III

  	
   

  	
  Greater
  than or equal to 1.25 to 1.00 but less than 1.75 to 1.00

  	
   

  	
  0.30%

  	
   

  	
  1.75%

  	
   

  	
  0.75%

  	
   

  
	
  IV

  	
   

  	
  Greater
  than or equal to 1.75 to 1.00 but less than 2.25 to 1.00

  	
   

  	
  0.35%

  	
   

  	
  2.00%

  	
   

  	
  1.00%

  	
   

  
	
  V

  	
   

  	
  Greater
  than or equal to 2.25 to 1.00

  	
   

  	
  0.40%

  	
   

  	
  2.50%

  	
   

  	
  1.50%

  	
   

  



 


(b)                                 The following definition
of “Project Ring Acquisition” is added to Section 1.02 of
the Credit Agreement in the appropriate alphabetical position therein:


 


“Project Ring Acquisition” means the
acquisition described to the Administrative Agent by the Borrower in the memorandum
dated September 10, 2010, and posted to the Lenders by the Administrative
Agent to Intralinks (private side designation), which acquisition shall occur,
if at all, on or before an outside date of December 31, 2010.


 


(c)                                  Section 7.01 is amended as
follows:


 


(i)                                     The word “and”
is deleted from the end of clause (j).


 


(ii)                                  The period is
deleted from the end of clause (k) and a semicolon and the word “and” is
inserted in lieu thereof.


 


(iii)                               A new clause (l) is
inserted that reads as follows:


 


(l)            a Lien on up to CDN$4,000,000 in the aggregate of cash
and cash equivalents to secure ACH, treasury management and similar exposure of
the Borrower or any Subsidiary.


 


(d)                                 Section 7.03 is amended as
follows:


 


(i)                                     The period is
deleted from the end of clause (i) and a semicolon and the word “and” is
inserted in lieu thereof.


 


(ii)                                  A new clause (j) is
inserted that reads as follows:


 


2

















 


(j)            to the extent constituting Indebtedness, obligations and
liabilities arising under Secured Cash Management Agreements or secured by the
Lien described in clause (l) of Section 7.01.


 


(e)                                  The following
is inserted in clause (iv) of the proviso to clause (g) of Section 7.02
immediately before the word “and” and clause (v) of such proviso:


 


(notwithstanding the foregoing, up to
CDN$190,000,000 of aggregate consideration in connection with the Project Ring
Acquisition may be paid without being subject to or being counted as
utilization of the foregoing $135,000,000 basket)


 


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)                                 To the extent
invoiced prior to such date,  the fees and
expenses of counsel to the Administrative Agent in connection with this
Amendment 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 the extent that such representations and warranties expressly relate
to an earlier 


 


3

















 


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.


 


4

















 


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.]


 


5

















 


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.

  
	
   

  	
  BRYAN
  A. STIRRAT & ASSOCIATES

  
	
   

  	
  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 TESORO, INC.

  
	
   

  	
  THE
  DELANEY GROUP, INC.

  
	
   

  	
  WESTERN
  UTILITY CONTRACTORS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /S/
  DAN L. BATRACK

  
	
   

  	
  Name:

  	
  Dan
  L. Batrack

  
	
   

  	
  Title:

  	
  Vice
  President

  



 


Amendment No. 3 to Second Amended and Restated Credit Agreement


Signature Page


 

















 


	
   

  	
  ADMINISTRATIVE
  AGENT:

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK
  OF AMERICA, N.A.,  as
  Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /S/
  ROBERT J. RITTELMEYER

  
	
   

  	
  Name:
  

  	
  Robert
  J. Rittelmeyer

  
	
   

  	
  Title:
  

  	
  Vice
  President

  



 


Amendment
No. 3 to Second Amended and Restated Credit Agreement


Signature
Page


 

















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /S/
  MATHEW J. GRIESBACH

  
	
   

  	
  Name:
  

  	
  Mathew
  J. Griesbach

  
	
   

  	
  Title:
  

  	
  Vice
  President

  



 


Amendment
No. 3 to Second Amended and Restated Credit Agreement


Signature
Page


 

















 


	
   

  	
  BMO
  CAPITAL MARKETS FINANCING, INC.,  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /S/
  JOHN ARMSTRONG

  
	
   

  	
  Name:
  

  	
  John
  Armstrong

  
	
   

  	
  Title:
  

  	
  Director

  



 


Amendment
No. 3 to Second Amended and Restated Credit Agreement


Signature
Page


 

















 


	
   

  	
  THE
  NORTHERN TRUST COMPANY,  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /S/
  BRANDON ROLEK

  
	
   

  	
  Name:

  	
  Brandon
  Rolek

  
	
   

  	
  Title:

  	
  Vice
  President

  



 


Amendment
No. 3 to Second Amended and Restated Credit Agreement


Signature
Page


 














 


	
   

  	
  THE
  PRUDENTIAL INSURANCE COMPANY OF AMERICA,  as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/
  MATHEW DOUGLASS

  
	
   

  	
  Name:

  	
  Mathew
  Douglass

  
	
   

  	
  Title:

  	
  Vice
  President

  



 


Amendment
No. 3 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/
  MATHEW DOUGLASS

  
	
   

  	
  Name:

  	
  Mathew
  Douglass

  
	
   

  	
  Title:

  	
  Vice
  President

  



 


Amendment
No. 3 to Second Amended and Restated Credit Agreement


Signature
Page


 

















 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/
  PETER THOMPSON

  
	
   

  	
  Name:

  	
  Peter
  Thompson

  
	
   

  	
  Title:

  	
  Vice
  President

  



 


Amendment
No. 3 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. 3 to Second Amended and Restated Credit Agreement


Signature
Page


 

















 


	
   

  	
  WELLS
  FARGO BANK, NATIONAL ASSOCIATION,  as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/
  CATHERINE ABE

  
	
   

  	
  Name:

  	
  Catherine
  Abe

  
	
   

  	
  Title:

  	
  Vice
  President

  



 


Amendment
No. 3 to Second Amended and Restated Credit Agreement


Signature
Page