SEVENTH AMENDMENT
THIS SEVENTH AMENDMENT (this "Seventh Amendment") dated as of December
24, 1999 is to the Credit Agreement (the "Credit Agreement") dated as of
September 15, 1995 between TETRA TECH, INC. (the "Company") and BANK OF
AMERICA, N.A. (formerly known as Bank of America National Trust and Savings
Association) (the "Bank"). 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 Bank 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 Seventh Amendment Effective Date (as defined below), the Credit Agreement
shall be amended as follows:
Section 1.1 SECTION 2.1. Section 2.1(x) of the Credit Agreement is
amended in its entirety to read as follows:
"(x) the sum of (i) the aggregate outstanding principal amount of all
Loans plus (ii) the aggregate Stated Amount of all Letters of Credit (the
"Total Outstandings") shall not at any time exceed $93,000,000 (less any
reductions to the Commitment made pursuant to SECTION 6.1), PROVIDED
that the Total Outstandings shall not exceed $88,000,000 prior to the date
on which the Company delivers to the Bank an audit report without any
qualification unacceptable to the Bank (an "Acceptable Audit Report") for
the Fiscal Year ending October 3, 1999, and PROVIDED, FURTHER, that the
amount of the Commitment shall be reduced to the amount of the Total
Outstandings on the earlier of the date on which the Company receives an
audit report for the Fiscal Year ending October 3, 1999 which is not an
Acceptable Audit Report and December 31, 1999 (unless the Bank has
received an Acceptable Audit Report on or before such date), and".
Section 1.2 SECTION 5.3. Section 5 of the Credit Agreement is amended by
adding the following in appropriate numerical sequence:
"5.3 ADDITIONAL FEES. The Company further agrees to pay the Bank
the following fees if applicable: (x) a usage fee of $25,000 on the
first date on which the sum of (i) the aggregate outstanding principal
amount of all Loans PLUS (ii) the aggregate Stated Amount of all Letters
of Credit exceeds $85,000,000; (y) a fee of $250,000 on December 31, 1999
if the Company fails to deliver to the Bank an Acceptable Audit Report
(as defined in SECTION 2.1) on or before December 31, 1999."
Section 1.3 SECTION 6.1.1. Section 6.1.1 of the Credit Agreement is
amended in its entirety to read as follows:
"6.1.1 SCHEDULED REDUCTIONS OF COMMITMENT. The amount of the
Commitment shall be permanently reduced to $60,000,000 on February 1, 2000.".
Section 1.4 EXHIBIT A. EXHIBIT A to the Credit Agreement is hereby
amended in its entirety to read in the form of Exhibit A hereto.
SECTION 2 REPRESENTATIONS AND WARRANTIES. The Company represents
and warrants to the Bank 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 Seventh Amendment and the New
Note (as defined below), and the performance by the Company of its
obligations under the Credit Agreement as amended hereby (as so amended, the
"Amended Credit Agreement") and the New Note (i) are within the corporate
powers of the Company and each Subsidiary, (ii) have been duly authorized by
all necessary corporate action, (iii) have received all 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,
order or decree which is binding upon the Company or any Subsidiary, and (c)
this Seventh Amendment, the Amended Credit Agreement, and the New Note are
the legal, valid and binding obligations of the Company and each Subsidiary
which is party hereto, enforceable against the Company and each Subsidiary 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
limiting the availability of equitable remedies.
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 "Seventh Amendment Effective Date") that the Bank shall have
received (i) an amendment fee of $25,000, (ii) counterparts of this Seventh
Amendment executed by the parties hereto, and (iii) each of the following
documents in form and substance satisfactory to the Bank:
(a) RESOLUTIONS OF COMPANY. Certified copies of resolutions of the
Board of Directors of the Company authorizing the execution and delivery of
this Seventh Amendment and the performance of its obligations under the
Amended Credit Agreement.
(b) INCUMBENCY AND SIGNATURE CERTIFICATE OF COMPANY. A certificate of
the Secretary or the Assistant Secretary of the Company certifying the names
and true signatures of the officers of the Company authorized to execute,
deliver and perform, as applicable, this Seventh Amendment and all other
documents to be executed in connection therewith.
(c) NEW NOTE. A promissory note of the Company (the "New Note") in the
form of EXHIBIT A hereto.
(d) OPINION. The opinion of Riordan & McKinzie, counsel to the Company
and its Subsidiaries, in form and substance satisfactory to the Bank.
(e) SYNDICATION LETTER. An executed syndication mandate letter in the
form previously delivered to the Company by the Bank.
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 Seventh 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 Seventh
Amendment.
Section 4.3 GOVERNING LAW. This Seventh 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 Seventh Amendment shall be
binding upon the Company and the Bank and their respective successors and
assigns, and shall inure to the benefit of the Company and the Bank and the
successors and assigns of the Bank.
Section 4.5 EXPENSES. The Company agrees to pay the reasonable
costs and expenses of the agent (including attorney costs) in connection with
the preparation, execution and delivery of this Seventh Amendment.
delivered at Chicago, Illinois, as of the day and year first above written.
TETRA TECH, INC.
By /s/ James M. Jaska
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Title Chief Financial Officer
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BANK OF AMERICA, N.A. (formerly Bank
of America National Trust and Savings
Association)
By /s/ Jennifer L. Gerdes
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Title Vice President
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Each of the undersigned hereby acknowledges and agrees to the foregoing
Seventh Amendment and the amended credit agreement and hereby confirms the
continuing effectiveness of the guaranty and the security agreement with
respect to the Amended Credit Agreement.
HSI GEOTRANS, INC.
BY: /s/ James M. Jaska
Title: Assistant Treasurer
SIMONS, LI & ASSOCIATES, INC.
By: /s/ James M. Jaska
Title: Treasurer
TETRA TECH EM, INC.
By: /s/ James M. Jaska
Title: Treasurer
WHALEN & COMPANY, INC.
By: /s/ James M. Jaska
Title: Treasurer
TETRA TECH NUS, INC.
By: /s/ James M. Jaska
Title: Treasurer
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
ASL CONSULTING ENGINEERS, INC.
By: /s/ James M. Jaska
Title: Treasurer
COSENTINI ASSOCIATES, INC.
By: /s/ James M. Jaska
Title: Treasurer
EXHIBIT A
FORM OF NOTE
$93,000,000 December 24, 1999
Chicago, Illinois
The undersigned, for value received, promises to pay to the order of
BANK OF AMERICA, N.A. (formerly Bank of America National Trust and Savings
Association), a national banking association having an office at 231 South
LaSalle Street, Chicago, Illinois (the "Bank") at the principal office of the
Bank in Chicago, Illinois, NINETY-THREE MILLION DOLLARS or, if less, the
aggregate unpaid amount of all Loans made by the undersigned pursuant to the
Credit Agreement referred to below (as shown on the schedule attached hereto
(and any continuation thereof) or in the records of the Bank), such principal
amount to be payable in installments as set forth in the Credit Agreement.
The undersigned further promises to pay interest on the unpaid principal
amount of each Loan from the date of such Loan until such Loan is paid in
full, payable at the rate(s) and at the time(s) set forth in the Credit
Agreement. Payments of both principal and interest are to be made in lawful
money of the United States of America.
This Note evidences indebtedness incurred under, and is subject to the
terms and provisions of, the Credit Agreement, dated as of September 15, 1995
(as amended or otherwise modified from time to time, the "Credit Agreement";
terms not otherwise defined herein are used herein as defined in the Credit
Agreement), between the undersigned and the Bank, to which Credit Agreement
reference is hereby made for a statement of the terms and provisions under
which this Note may or must be paid prior to its due date or its due date
accelerated.
In addition to and not in limitation of the foregoing and the provisions
of the Credit Agreement, the undersigned further agrees, subject only to any
limitation imposed by applicable law, to pay all expenses, including
reasonable attorneys' fees and legal expenses, incurred by the holder of this
Note in endeavoring to collect any amounts payable hereunder which are not
paid when due, whether by acceleration or otherwise.
This Note is made under and governed by the laws of the State of
Illinois applicable to contracts made and to be performed entirely within
such State.
TETRA TECH, INC.
By: /s/ James M. Jaska
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Title: Chief Financial Officer
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Schedule Attached to Note dated December 24, 1999 of TETRA TECH, INC. payable
to the order of BANK OF AMERICA, N.A.
Date and Date and
Amount of Amount of
Loan or of Repayment or of Interest
Conversion from Conversion into Period/ Unpaid
another type of another type of Maturity Principal Notation
Loan Loan Date Balance Made by
1. FLOATING RATE LOANS
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2. EURODOLLAR LOANS
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