EXHIBIT
10.9


 


EXECUTION
COPY


 


 


TETRA TECH, INC.


 


SECOND 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


 


 


 


Dated as of April
22, 2003


 


 


To the Holders of the
Senior Notes


      of Tetra Tech, Inc. Named in


      the Attached Schedule I


 


Ladies and Gentlemen:


 


                Reference is made to the Note Purchase Agreement
dated as of May 15, 2001, as amended by the First Amendment to Note Purchase
Agreement dated as of September 30, 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.


 


                The Company has requested that the Note Agreement be
amended to exclude the impact of a one-time write-off of goodwill related to
the deterioration of the telecommunications marketplace from Adjusted
Consolidated Net Worth and EBITDA for purposes of the financial covenants.  You have agreed to such amendment on the
terms and conditions set forth herein.


 


                In consideration of the premises and for good and
valuable consideration, the receipt and sufficiency of which are acknowledged,
the Company and the Holders agree as follows:


 


1.             AMENDMENT OF NOTE AGREEMENT


1.1.          Schedule B.  The following definitions are amended to
read in their entirety as follows:


                                “Adjusted
Consolidated Net Worth” means, as of any date, consolidated stockholders’ equity of the Company
and its Restricted Subsidiaries on such date, determined in accordance with
GAAP, less the amount by which outstanding Restricted Investments on such date 

















 


exceed 10% of consolidated stockholders’ equity; provided, however that
the effects on stockholders’ equity of charges not in excess of $75,000,000
recorded by the Company and its Restricted Subsidiaries in the fiscal quarter
ended March 30, 2003 related to the impairment of goodwill and other
intangibles as may be required under Statement of Financial Accounting
Standards No. 142 shall not be taken into account in determining Adjusted
Consolidated Net Worth.


 


                                “EBITDA” means,
for any period, the sum of Consolidated Net Income for such period, plus, to
the extent deducted in determining such Consolidated Net Income, (i) federal,
state, local and foreign income, value added and similar taxes, (ii)
Consolidated Interest Expense, (iii) depreciation and amortization expense, and
(iv) charges not in excess of $150,000,000 recorded by the Company and its
Restricted Subsidiaries in the fiscal quarter ended March 30, 2003 related to
the impairment of goodwill and other intangibles as may be required under
Statement of Financial Accounting Standards No. 142.


 


2.             REAFFIRMATION; REPRESENTATIONS AND
WARRANTIES


2.1.          Reaffirmation of
Note Agreement.  The Company
reaffirms its agreement to comply with each of the covenants, agreements and
other provisions of the Note Agreement and the Notes, including the amendment
of such provisions effected by this Second Amendment.


2.2.          Note Agreement.  The Company represents and warrants that the
representations and warranties contained in the Note Agreement are true and
correct as of the date hereof, except (a) to the extent that any of such
representations and warranties specifically relate to an earlier date, (b) for
such changes, facts, transactions and occurrences that have arisen since
September 30, 2001 in the ordinary course of business, (c) for such other
matters as have been previously disclosed in writing by the Company (including
in its financial statements and notes thereto) to the Holders and (d) for other
changes that could not reasonably be expected to have a Material Adverse
Effect.


2.3.          No Default or
Event of Default.  After giving
effect to the transactions contemplated hereby, there will exist no Default or
Event of Default.


2.4.          Authorization.  The execution, delivery and performance by
the Company of this Second Amendment have been duly authorized by all necessary
corporate action and, except as provided herein, do not require any
registration with, consent or approval of, notice to or action by, any Person
(including any Governmental Authority) in order to be effective and
enforceable.  The Note Agreement and
this Second Amendment each constitute the legal, valid and binding obligations
of the Company, enforceable in accordance with their respective terms, except
as such enforceability may be limited by (i) applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or other similar
laws affecting the enforcement of creditors’ rights generally and
(ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).


3.             EFFECTIVE DATE


                This Second Amendment shall become effective as of
the date set forth above upon the satisfaction of the following conditions:


 


3.1.          Consent of
Holders to Second Amendment. 
Execution by the Holders of at least a majority of the aggregate
principal amount of the Notes outstanding and receipt by the Holders of a
counterpart of this Second Amendment duly executed by the Company.


3.2.          Amendment Fee.  Each Holder shall have received payment of
an amendment fee equal to 0.10% of the principal amount of the outstanding
Notes held by such Holder.


3.3.          Expenses.  The Company shall have paid all fees and
expenses of special counsel to the Holders.


 


2

















 


4.             MISCELLANEOUS


4.1.          Ratification.  Except as amended hereby, the Note
Agreement, including the representations and warranties contained therein,
shall remain in full force and effect and is ratified, approved and confirmed
in all respects as of the date hereof.


4.2.          Reference to and
Effect on the Note Agreement.  Upon
the final effectiveness of this Second Amendment, each reference in the Note Agreement
and in other documents describing or referencing the Note Agreement to the
“Agreement,” “Note Agreement,” “hereunder,” “hereof,” “herein,” or words of
like import referring to the Note Agreement, shall mean and be a reference to
the Note Agreement, as amended hereby.


4.3.          Binding Effect.  This Second Amendment shall be binding upon
and inure to the benefit of the respective successors and assigns of the
parties hereto.


4.4.          Governing Law.  This Second Amendment shall be governed by
and construed in accordance with Illinois law.


4.5.          Counterparts.  This Second Amendment may be executed in any
number of counterparts, each executed counterpart constituting an original, but
altogether only one instrument.


 


3

















 


                IN WITNESS WHEREOF, the Company and the
Holders have caused this Second Amendment to be executed and delivered by their
respective officer or officers thereunto duly authorized.


 


 




	
  TETRA TECH, INC.

  
	
   

  	
   

  
	
  By:

  	
  /s/  David W. King

  
	
  Name:

  	
  David W. King

  
	
  Title:

  	
  Chief Financial Officer
  and Treasurer

  
	
   

  	
   

  






 


S-1

















 


 


HOLDERS:


 


The foregoing is
agreed


to as of the date
thereof.


 


 


	
  MASSMUTUAL ASIA
  LIMITED.

  
	
  By:

  	
  David L. Babson &
  Company Inc. as Investment Adviser

  
	
   

  	
   

  
	
  By:

  	
  /s/ Elisabeth A.
  Perenick

  
	
  Name:

  	
  Elisabeth A. Perenick

  
	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
  MASSACHUSETTS MUTUAL
  LIFE INSURANCE COMPANY

  
	
  By:

  	
  David L. Babson &
  Company Inc. as Investment Adviser

  
	
   

  	
   

  
	
  By:

  	
  /s/ Elisabeth A.
  Perenick

  
	
  Name:

  	
  Elisabeth A. Perenick

  
	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
  C.M. LIFE INSURANCE
  COMPANY

  
	
  By:

  	
  David L. Babson &
  Company Inc. as Investment Sub-Adviser

  
	
   

  	
   

  
	
  By:

  	
  /s/ Elisabeth A.
  Perenick

  
	
  Name:

  	
  Elisabeth A. Perenick

  
	
  Title:

  	
  Managing Director

  



 


 


S-2

















 


 


	
  CONNECTICUT GENERAL
  LIFE INSURANCE COMPANY

  
	
  By:

  	
  CIGNA Investments, Inc.
  (authorized agent)

  
	
   

  	
   

  
	
  By:

  	
  /s/ Lori E. Hopkins

  
	
  Name:

  	
  Lori E. Hopkins

  
	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
  LIFE INSURANCE COMPANY
  OF NORTH AMERICA

  
	
  By:

  	
  CIGNA Investments, Inc.
  (authorized agent)

  
	
   

  	
   

  
	
  By:

  	
  /s/ Lori E. Hopkins

  
	
  Name:

  	
  Lori E. Hopkins

  
	
  Title:

  	
  Vice President

  



 


 


S-3

















 


 


	
  UNITED OF OMAHA LIFE
  INSURANCE COMPANY

  
	
   

  	
   

  
	
  By:

  	
  /s/ Curtis R. Caldwell

  
	
  Name:

  	
  Curtis R. Caldwell

  
	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
  MUTUAL OF OMAHA
  INSURANCE COMPANY

  
	
   

  	
   

  
	
  By:

  	
  /s/ Curtis R. Caldwell

  
	
  Name:

  	
  Curtis R. Caldwell

  
	
  Title:

  	
  Vice President

  



 


S-4

















 


 


	
  HARTFORD LIFE INSURANCE
  COMPANY

  
	
  By:

  	
  Hartford Investment
  Services, Inc., 

  its Agent and
  Attorney-in-Fact

  
	
   

  	
   

  
	
  By:

  	
  /s/ Ronald Mendel

  
	
  Name:

  	
  Ronald Mendel

  
	
  Title:

  	
  Senior Vice President

  



 


 


S-5

















 


 


	
  NATIONWIDE LIFE
  INSURANCE COMPANY

  
	
   

  	
   

  
	
  By:

  	
  /s/ Joseph P. Young

  
	
  Name:

  	
  Joseph P. Young

  
	
  Title:

  	
  Credit Officer, Fixed
  Income Securities

  
	
   

  	
   

  
	
   

  	
   

  
	
  NATIONWIDE LIFE AND
  ANNUITY INSURANCE COMPANY

  
	
   

  	
   

  
	
  By:

  	
  /s/ Joseph P. Young

  
	
  Name:

  	
  Joseph P. Young

  
	
  Title:

  	
  Credit Officer, Fixed
  Income Securities

  



 


 


S-6

















 


 


	
  NATIONWIDE LIFE
  INSURANCE COMPANY OF AMERICA (formerly PROVIDENT MUTUAL LIFE INSURANCE
  COMPANY)

  
	
   

  	
   

  
	
  By:

  	
  /s/ Joseph P. Young

  
	
  Name:

  	
  Joseph P. Young

  
	
  Title:

  	
  Credit Officer, Fixed
  Income Securities

  



 


 


S-7

















 


 


	
  SECURITY FINANCIAL LIFE
  INSURANCE CO.

  
	
   

  	
   

  
	
  By:

  	
  /s/ Kevin W. Hammond

  
	
  Name:

  	
  Kevin W. Hammond

  
	
  Title:

  	
  Vice President, Chief
  Investment Officer

  



 


 


S-8

















 


 


	
  THE CANADA LIFE
  ASSURANCE COMPANYas

  beneficial owner

  
	
   

  	
   

  
	
  By:

  	
  /s/ C. Paul English

  
	
  Name:

  	
  C. Paul English

  
	
  Title:

  	
  Associate Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
  CANADA LIFE INSURANCE
  COMPANY OF NEW YORK as beneficial owner

  
	
   

  	
   

  
	
  By:

  	
  /s/ C. Paul English

  
	
  Name:

  	
  C. Paul English

  
	
  Title:

  	
  Assistant Treasurer

  



 


 


S-9

















 


 


	
  THRIVENT FINANCIAL FOR
  LUTHERANS,

  Successor by merger to
  Lutheran Brotherhood

  
	
   

  	
   

  
	
  By:

  	
  /s/ Glen J. Vanic

  
	
  Name:

  	
  Glen J. Vanic

  
	
  Title:

  	
  Portfolio Manager

  



 


 


S-10

















 


 


	
  MODERN WOODMEN OF
  AMERICA

  
	
   

  	
   

  
	
  By:

  	
  /s/ Michael E. Dau

  
	
  Name:

  	
  Michael E. Dau

  
	
  Title:

  	
  Manager, Securities
  Division

  



 


 


S-11

















 


SCHEDULE I


 


 


	
  Series A Holders

  	
   

  	
  Principal Amount

  	
   

  
	
  Massachusetts Mutual Life
  Insurance Company

  	
   

  	
  $

  	
  21,500,000

  	
   

  
	
  C.M. Life Insurance Company

  	
   

  	
  3,000,000

  	
   

  
	
  MassMutual Asia Limited

  	
   

  	
  500,000

  	
   

  
	
  Connecticut General Life Insurance Company

  	
   

  	
  17,000,000

  	
   

  
	
  Life Insurance Company of North America

  	
   

  	
  3,000,000

  	
   

  
	
  United of Omaha Life Insurance Company

  	
   

  	
  12,000,000

  	
   

  
	
  Mutual of Omaha Insurance Company

  	
   

  	
  3,000,000

  	
   

  
	
  Hartford Life Insurance Company

  	
   

  	
  15,000,000

  	
   

  
	
  Nationwide Life Insurance Company

  	
   

  	
  7,000,000

  	
   

  
	
  Nationwide Life and Annuity Insurance Company

  	
   

  	
  3,000,000

  	
   

  
	
  Provident Mutual Life Insurance Company

  	
   

  	
  5,000,000

  	
   

  
	
  Security Financial Life Insurance Co.

  	
   

  	
  2,000,000

  	
   

  
					



 


 


	
  Series B Holders

  	
   

  	
  Principal Amount

  	
   

  
	
  The Canada Life Assurance
  Company

  	
   

  	
  $

  	
  8,700,000

  	
   

  
	
  Canada Life Insurance Company of New York

  	
   

  	
  300,000

  	
   

  
	
  Lutheran Brotherhood

  	
   

  	
  6,000,000

  	
   

  
	
  Modern Woodmen of America

  	
   

  	
  3,000,000