Prepared by MERRILL CORPORATION




QuickLinks
 -- Click here to rapidly navigate through this document
  



 
 

Exhibit 10.3    
  


 
 

SECOND AMENDMENT    
  


    THIS SECOND AMENDMENT (this "Amendment") dated as of August 13, 2001 is to the Credit Agreement (the
"Credit Agreement") dated as of March 17, 2000 among TETRA TECH, INC. (the "Company"),
various financial institutions and BANK OF AMERICA, N.A., as administrative agent (the "Agent"). Unless otherwise defined herein, terms defined in the
Credit Agreement are used herein as defined therein. 


    WHEREAS,
the parties hereto have entered into the Credit Agreement which provides for the Banks to make Loans to, and to issue Letters of Credit for the account of, the Company from
time to time; and 


    WHEREAS,
the parties hereto desire to amend the Credit Agreement as set forth below; 


    NOW
THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree
as follows: 


    SECTION
1 AMENDMENTS. Effective on (and subject to the occurrence of) the Amendment Effective Date (as defined below), the Credit
Agreement shall be amended as follows: 


    Section 1.1
Definitions. Section 1 of the Credit Agreement is amended by inserting the following definition in the
appropriate alphabetical order: 



    "Adjusted Leverage Ratio means, for any Computation Period, the Leverage Ratio for such Computation Period,  provided that for purposes of computing the Adjusted Leverage
Ratio, EBITDA
shall be adjusted by (x) adding back the special charge (but not more than $38,300,000) taken by the Company in the third Fiscal Quarter of Fiscal Year 2001 in connection with the bankruptcy of
Metricom, Inc., to the extent taken in such Computation Period; and (y) deducting any recovery received on the obligations which gave rise to the special charge referred to in  clause (x),
to the extent received during such Computation Period." 




    Section 1.2
Leverage Covenant. Section 10.6.3 of the Credit Agreement is amended by inserting the word "Adjusted" before
the words "Leverage Ratio" therein. 


    Section 1.3  Addition of Covenant. Section 10 of the Credit Agreement is amended by adding the following: 


    "10.23
Note Purchase Agreement Covenants. Comply with the terms set forth in Sections 10.1 (Indebtedness; Priority Debt), 10.2 (Fixed
Charge Coverage) and 10.3 (Adjusted Consolidated Net Worth) of the Note Purchase Agreement dated as of May 15, 2001 executed in connection with the Private Placement Debt, as such Note Purchase
Agreement is in effect on the date hereof (without giving effect to any amendment thereto or waiver thereof unless consented to by the Required Banks)." 



    Section 1.4  Events of Default. Clause (a) of Section 12.1.5 of the Credit Agreement is amended by adding the
following at the end thereof (after the reference to "10.21" and before the semi-colon): "and 10.23". 


    SECTION
2 REPRESENTATIONS AND WARRANTIES. The Company represents and warrants to the Agent and the Banks that (a) each warranty
set forth in Section 9 of the Credit Agreement is true and correct as if made on the date hereof, (b) the execution and delivery by the Company of this Amendment and the performance by
the Company of its obligations under the Credit Agreement as amended hereby (as so amended, the "Amended Credit Agreement") (i) are within the
corporate powers of the Company, (ii) have been duly authorized by all necessary corporate action, (iii) have received all 


1





 


necessary governmental approval and (iv) do not and will not contravene or conflict with any provision of law or of the charter or by-laws of the Company or any Subsidiary or of any
indenture, loan agreement or other material contract, or any judgment, order or decree, which is binding upon the Company or any Subsidiary, and (c) this Amendment and the Amended Credit
Agreement are the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency
or other similar laws of general application affecting the enforcement of creditor's rights or by general principles of equity. 


    SECTION
3 EFFECTIVENESS. The amendments set forth in Section 1 shall
become effective, as of the day and year first above written, on such date (the "Amendment Effective Date") that the Agent shall have received each of
the following: (a) counterparts of this Amendment executed by the Company and the Required Banks; (b) a Confirmation in the form of  Exhibit A hereto signed by the Company and each
Subsidiary; (c) for the account of each Bank that has executed and delivered a
counterpart hereof to the agent (via facsimile or otherwise) by 1:00 PM (Chicago Time) on August 13, 2001, an amendment fee in an amount equal to 0.10% of such Bank's commitment; and
(d) such other documents as the Agent or any Bank may reasonably request. 


    SECTION
4 MISCELLANEOUS. 



    Section 4.1  Continuing Effectiveness, etc. As herein amended, the Credit Agreement shall remain in full force and effect and is
hereby ratified and confirmed in all respects. 


    Section 4.2
Counterparts. This Amendment may be executed in any number of counterparts and by the different parties on separate
counterparts, and each such counterpart shall be deemed to be an original but all such counterparts shall together constitute one and the same Second Amendment. 



    Section 4.3  Governing Law. This Amendment shall be a contract made under and governed by the laws of the State of Illinois
applicable to contracts made and to be performed entirely within such State. 


    Section 4.4
Successors and Assigns. This Amendment shall be binding upon the Company and the Agent and their respective
successors and assigns, and shall inure to the benefit of the Company and the Agent and the successors and assigns of the Agent. 


    Section 4.5
Expenses. The Company agrees to pay the reasonable costs and expenses of the Agent (including attorneys' fees) in
connection with the preparation, execution and delivery of this Amendment. 


    Delivered
at Chicago, Illinois, as of the day and year first above written. 



	 	 	TETRA TECH, INC.
	

 	
 	

 	
 	

 
	 	 	By:	 	/s/ JAMES M. JASKA   

	 	 	Title:	 	Chief Financial Officer

	

 	
 	

 	
 	

 
	 	 	BANK OF AMERICA, N.A., AS

ADMINISTRATIVE AGENT
	

 	
 	

 	
 	

 
	 	 	By:	 	/s/ KRISTINE D HYDE   

	 	 	Title:	 	Vice President




2





 

	

 	
 	

 	
 	

 
	 	 	BANK OF AMERICA, N.A., AS SWING LINE

BANK, ISSUING BANK AND AS A BANK
	

 	
 	

 	
 	

 
	 	 	By:	 	/s/ JENNIFER L. GERDES   

	 	 	Title:	 	Vice President

	

 	
 	

 	
 	

 
	 	 	WELLS FARGO BANK, N.A., AS

DOCUMENTATION AGENT AND AS A BANK
	

 	
 	

 	
 	

 
	 	 	By:	 	/s/ RANDALL J. REPP   

	 	 	Title:	 	Vice President

	

 	
 	

 	
 	

 
	 	 	HARRIS TRUST AND SAVINGS BANK,

AS SYNDICATION AGENT AND AS A BANK
	

 	
 	

 	
 	

 
	 	 	By:	 	/s/ ISABELLA BATTISTA   

	 	 	Title:	 	Vice President

	

 	
 	

 	
 	

 
	 	 	THE FUJI BANK, LIMITED
	

 	
 	

 	
 	

 
	 	 	By:	 	/s/ STEVEN T. BRENNAN   

	 	 	Title:	 	Senior Vice President

	

 	
 	

 	
 	

 
	 	 	PACIFIC CENTURY BANK, N.A.
	

 	
 	

 	
 	

 
	 	 	By:	 	

	 	 	Title:	 	





3





 
 
 

EXHIBIT A
  
    CONFIRMATION
  
    Dated as of August 13, 2001    
  



    Each of the undersigned hereby acknowledges and agrees to the foregoing Second Amendment and the Amended Credit Agreement and hereby confirms the continuing
validity and enforceability of the Guaranty and the Security Agreement after giving effect thereto. 



	 	 	HSI GEOTRANS, INC.
	

 	
 	

 	
 	

 
	 	 	By:	 	/s/ JAMES M. JASKA   

	 	 	Title:	 	Assistant Treasurer

	

 	
 	

 	
 	

 
	 	 	SCM CONSULTANTS, INC.
	

 	
 	

 	
 	

 
	 	 	By:	 	/s/ JAMES M. JASKA   

	 	 	Title:	 	Assistant Treasurer

	

 	
 	

 	
 	

 
	 	 	TETRA TECH EM, INC.
	

 	
 	

 	
 	

 
	 	 	By:	 	/s/ JAMES M. JASKA   

	 	 	Title:	 	Treasurer

	

 	
 	

 	
 	

 
	 	 	WHALEN & COMPANY, INC.
	

 	
 	

 	
 	

 
	 	 	By:	 	/s/ JAMES M. JASKA   

	 	 	Title:	 	Chief Financial Officer

	

 	
 	

 	
 	

 
	 	 	TETRA TECH NUS, INC.
	

 	
 	

 	
 	

 
	 	 	By:	 	/s/ JAMES M. JASKA   

	 	 	Title:	 	Treasurer




4





 

	

 	
 	

 	
 	

 
	 	 	MFG, INC.
	

 	
 	

 	
 	

 
	 	 	By:	 	/s/ JAMES M. JASKA   

	 	 	Title:	 	Treasurer

	

 	
 	

 	
 	

 
	 	 	COLLINS-PINA CONSULTING ENGINEERS, INC.
	

 	
 	

 	
 	

 
	 	 	By:	 	/s/ JAMES M. JASKA   

	 	 	Title:	 	Treasurer

	

 	
 	

 	
 	

 
	 	 	DEA CONSTRUCTION COMPANY, INC.
	

 	
 	

 	
 	

 
	 	 	By:	 	/s/ JAMES M. JASKA   

	 	 	Title:	 	Treasurer

	

 	
 	

 	
 	

 
	 	 	BAHA COMMUNICATIONS, INC.
	

 	
 	

 	
 	

 
	 	 	By:	 	/s/ JAMES M. JASKA   

	 	 	Title:	 	Treasurer

	

 	
 	

 	
 	

 
	 	 	UTILITIES & C.C., INC.
	

 	
 	

 	
 	

 
	 	 	By:	 	/s/ JAMES M. JASKA   

	 	 	Title:	 	Treasurer




5





 

	

 	
 	

 	
 	

 
	 	 	ASL CONSULTING ENGINEERS, INC.
	

 	
 	

 	
 	

 
	 	 	By:	 	/s/ JAMES M. JASKA   

	 	 	Title:	 	Treasurer

	

 	
 	

 	
 	

 
	 	 	ASL CONSULTING ENGINEERS ARIZONA, INC.
	

 	
 	

 	
 	

 
	 	 	By:	 	/s/ JAMES M. JASKA   

	 	 	Title:	 	Treasurer

	

 	
 	

 	
 	

 
	 	 	ASL CONSULTANTS, INC.
	

 	
 	

 	
 	

 
	 	 	By:	 	/s/ JAMES M. JASKA   

	 	 	Title:	 	Treasurer

	

 	
 	

 	
 	

 
	 	 	COSENTINI ASSOCIATES, INC.
	

 	
 	

 	
 	

 
	 	 	By:	 	/s/ JAMES M. JASKA   

	 	 	Title:	 	Treasurer

	

 	
 	

 	
 	

 
	 	 	EVERGREEN UTILITY CONTRACTORS, INC.
	

 	
 	

 	
 	

 
	 	 	By:	 	/s/ JAMES M. JASKA   

	 	 	Title:	 	Treasurer

	

 	
 	

 	
 	

 
	 	 	KCM, INC.
	

 	
 	

 	
 	

 
	 	 	By:	 	/s/ JAMES M. JASKA   

	 	 	Title:	 	Assistant Treasurer




6





 

	

 	
 	

 	
 	

 
	 	 	LC OF ILLINOIS, INC.
	

 	
 	

 	
 	

 
	 	 	By:	 	/s/ JAMES M. JASKA   

	 	 	Title:	 	Treasurer

	

 	
 	

 	
 	

 
	 	 	MCNAMEE, PORTER & SEELEY, INC.
	

 	
 	

 	
 	

 
	 	 	By:	 	/s/ JAMES M. JASKA   

	 	 	Title:	 	Assistant Treasurer

	

 	
 	

 	
 	

 
	 	 	MCNAMEE INDUSTRIAL SERVICES, INC.
	

 	
 	

 	
 	

 
	 	 	By:	 	/s/ JAMES M. JASKA   

	 	 	Title:	 	Assistant Treasurer

	

 	
 	

 	
 	

 
	 	 	PDR ENGINEERS, INC.
	

 	
 	

 	
 	

 
	 	 	By:	 	/s/ JAMES M. JASKA   

	 	 	Title:	 	Chief Financial Officer





7









QuickLinks


Exhibit 10.3

SECOND AMENDMENT

EXHIBIT A CONFIRMATION Dated as of August 13, 2001