0001104659-06-034342 Sample Contracts

THIRD AMENDMENT
Third Amendment • May 12th, 2006 • Tetra Tech Inc • Services-engineering services

THIS THIRD AMENDMENT (this “Amendment”) dated as of March 24, 2006 is to the Amended and Restated Credit Agreement (as previously amended, the “Credit Agreement”) dated as of July 21, 2004 among TETRA TECH, INC. (the “Company”), various financial institutions and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as defined therein.

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TETRA TECH, INC. FIFTH AMENDMENT TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • May 12th, 2006 • Tetra Tech Inc • Services-engineering services • Illinois

Reference is made to the Note Purchase Agreements, each dated as of May 15, 2001, as amended by the First Amendment to Note Purchase Agreement dated as of September 30, 2001, the Second Amendment to Note Purchase Agreement dated as of April 22, 2003, the Third Amendment to Note Purchase Agreement dated as of December 14, 2004 and the Fourth Amendment to Note Purchase Agreement dated as of May 12, 2005 (collectively, as in effect immediately prior to the effectiveness hereof, the “Existing Note Agreement”, and as amended hereby, the “Note Agreement”), by and between Tetra Tech, Inc., a Delaware corporation (the “Company”), and each of the Noteholders, 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 (as amended, collectively, the “Series A Notes”) and $18,000,000 aggregate principal amount of its 7.08% Senior Secured Notes, Series B, due May 30, 2008 (as amended, collectively, the “Series B Notes”,

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