0001047469-03-041045 Sample Contracts

FIFTH AMENDMENT
Credit Agreement • December 16th, 2003 • Tetra Tech Inc • Services-engineering services

THIS FIFTH AMENDMENT (this “Amendment”) dated as of September 24, 2003 is to the Credit Agreement (as previously amended, 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.

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TETRA TECH, INC. SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT Senior Secured Notes Series A, due May 30, 2011 Series B, due May 30, 2008
Note Purchase Agreement • December 16th, 2003 • Tetra Tech Inc • Services-engineering services • Illinois

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.

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