TETRA TECH, INC. FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT

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Exhibit 10.2

TETRA TECH, INC.

FOURTH 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 May 12, 2005

To the Holders of the Senior Notes of
Tetra Tech, Inc. Named in the Attached Schedule I (the " Noteholders ")

Ladies and Gentlemen:

        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 and the Third Amendment to Note Purchase Agreement dated as of December 14, 2004 (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 (collectively, as in effect immediately prior to the effectiveness hereof, the " Existing Series A Notes ", and as amended hereby, the " Series A Notes ") and $18,000,000 aggregate principal amount of its 7.08% Senior Secured Notes, Series B, due May 30, 2008 (collectively, as in effect immediately prior to the effectiveness hereof, the " Existing Series B Notes ", and as amended hereby, the " Series B Notes " and, together with the Series A Notes, the " Notes "). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Existing Note Agreement.

        The Company has requested that the Noteholders agree to amend certain provisions of the Note Agreement, and the Noteholders have agreed to such amendments on the terms and subject to the 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 Noteholders agree as follows:

1.     AMENDMENT OF NOTE AGREEMENT

        Subject to the satisfaction of the conditions set forth in Section 4 of this Fourth Amendment, the Noteholders and the Company hereby agree as follows:

        1.1.     Amendment of Section 1.     Section 1 of the Existing Note Agreement is hereby amended by deleting the parenthetical expression "(individually, a " Subsidiary Guarantor " and collectively, the " Subsidiary Guarantors ") in the seventh line thereof.

 

        1.2.     Amendment of Section 7.1(a).     (a) Section 7.1(a) of the Existing Note Agreement is hereby amended and restated to read in its entirety as follows:

        "(a)     Interim Statements.     

        (i)     Quarterly Statements —Promptly when available, and in any event not later than the earlier of (A) 45 days after the end of each Fiscal Quarter (other than the last Fiscal Quarter of each Fiscal Year) and (B) one Business Day after the date required to be filed with the SEC, duplicate copies of,

        (1)   a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter,

        (2)   consolidated statements of income of the Company and its Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the Fiscal Year ending with such quarter, and

        (3)   consolidated statements of cash flows of the Company and its Subsidiaries for such quarter or (in the case of the second and third quarters) for the portion of the Fiscal Year ending with such quarter,

setting forth in each case in comparative form the figures for the corresponding periods in the previous Fiscal Year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a)(i);

        (ii)    Monthly Statements —Promptly when available, and in any event not later than 30 days after the end of each fiscal month in each Fiscal Year of the Company (other than the last month of any Fiscal Quarter) ending after July 3, 2005 and prior to the Covenant Compliance Date, duplicate copies of,

        (A)  consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal month,

        (B)  consolidated statements of income of the Company and its Subsidiaries for such fiscal month and for the portion of the Fiscal Year ending with such fiscal month, and

        (C)  consolidated statements of cash flows of the Company and its Subsidiaries for such fiscal month and for the portion of the Fiscal Year ending with such fiscal month,

setting forth in each case in comparative form the figures for the corresponding periods in the previous Fiscal Year, all in reasonable detail, prepared in accordance with GAAP; and

        (iii)   Additional Current Asset Information —Contemporaneously with the furnishing of the financial statements required pursuant to subsection (a)(i) above,

        (A)  a summary of the accounts receivable of the Company and its Subsidiaries (including a list of the 10 customers with the largest receivable balances); and

        (B)  a list of bonded jobs of the Company and its Subsidiaries with a value in excess of $1,000,000 (and specifying any related billed and unbilled receivables with respect to such jobs), in each case as of the end of the applicable Fiscal Quarter; and

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        (C)  an updated organizational chart listing all Subsidiaries and the jurisdictions of their organization; and"

        (b)   Each reference in the Existing Note Agreement to "Section 7.1(a)" is hereby amended to be a reference to "Section 7.1(a)(i)".

        1.3.     Amendment of Section 7.1(b).     Section 7.1(b) (Annual Financial Statements) of the Existing Note Agreement is hereby amended by deleting the phrase "within 105 days after the end of each Fiscal Year of the Company" and replacing it with "promptly when available, and in any event not later than the earlier of (A) 105 days after the end of each Fiscal Year and (B) one Business Day after the date required to be filed with the SEC".

        1.4.     Amendment of Section 7.1(c).     Section 7.1(c) of the Existing Note Agreement is hereby amended and restated to read in its entirety as follows:

        "(c) [Intentionally Omitted]."

        1.5.     Amendment of Section 8.6.     The definition of "Remaining Scheduled Payments" set forth in Section 8.6 of the Existing Note Agreement is hereby amended and restated in its entirety to read as follows:

        " Remaining Scheduled Payments " means, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon (calculated at the non-default rate of interest in effect with respect to such Note immediately prior to the effectiveness of the Fourth Amendment) that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2 or 12.1."

        1.6.     Amendment of Section 10.1.     Section 10.1 of the Existing Note Agreement is hereby amended and restated to read in its entirety as follows:

         "10.1    Adjusted Leverage Ratio; Priority Debt.

        The Company will not permit at any time:

        (a)   the Adjusted Leverage Ratio, as of the last day of any Computation Period, to be greater than (a) 2.75 to 1 for any Computation Period ending before April 2, 2006; (b) 2.50 to 1 for the Computation Period ending on April 2, 2006; and (c) 2.25 to 1 for any Computation Period ending on or after July 2, 2006.

        (b)   Priority Debt to exceed 15% of Adjusted Consolidated Net Worth."

        1.7.     Amendment of Section 10.2.     Section 10.2 of the Existing Note Agreement is hereby amended and restated to read in its entirety as follows:

         "10.2    Fixed Charge Coverage Ratio; Minimum Adjusted EBITDA.

        (a)   The Company will not permit the ratio of (i) the result of (A) Adjusted EBITDA minus (B) Capital Expenditures, in each case for any Computation Period described in the table below, to (ii) the sum of (A) Interest Expense plus (B) all income taxes (including any franchise tax and any other tax based upon gross or net income or receipts) paid by the Company and its Subsidiaries plus (C) all required payments of principal of Indebtedness of the Company and its Subsidiaries, in each case during such Computation Period (and

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determined on a consolidated basis), to be less than the ratio set forth opposite such Computation Period in such table:

For the avoidance of doubt, the ratio described in this Section 10.2(a) shall not be measured prior to the Computation Period ending on April 2, 2006.

        (b)   The Company will not permit Adjusted EBITDA for any period set forth in the table below to be less than the amount set forth opposite such period:

        1.8.     Amendment of Section 10.3.     Section 10.3 of the Existing Note Agreement is hereby amended and restated to read in its entirety as follows:

         "10.3    Minimum Net Worth.

        The Company will not permit Net Worth at any time to be less than the sum of (a) $245,000,000, plus (b) 50% of the sum of Consolidated Net Income for each Fiscal Quarter, beginning with the Fiscal Quarter ending July 3, 2005 and ending with the most recently-ended Fiscal Quarter for which the Company has delivered financial statements (provided that if Consolidated Net Income is less than zero for any Fiscal Quarter, for purposes of this Section 10.3, Consolidated Net Income will be deemed to be zero for such Fiscal Quarter) plus (c) 100% of the Net Cash Proceeds of any equity issued by the Company or any Subsidiary (on a consolidated basis) after April 3, 2005."

        1.9.     Amendment of Section 10.4.     Section 10.4 (Liens) of the Existing Note Agreement is hereby amended by deleting the parenthetical expression in the second line thereof "(unless, concurrently with the incurrence, assumption or creation of such Lien, the Company makes, or causes to be made, effective provision whereby the Notes are equally and ratably secured by a Lien on the same property or assets, including the execution of an intercreditor agreement, in form and substance satisfactory to holders of the Notes, between such holders and the holders of other Debt secured by a Lien in such property)".

        1.10.     Amendment of Section 10.5.     Section 10.5 of the Existing Note Agreement is hereby amended and restated to read in its entirety as follows:

         "10.5    Asset Dispositions.

        The Company will not, and will not permit any Subsidiary to, sell, transfer, convey, lease or otherwise dispose of, or grant options, warrants or other rights with respect to, any of its assets, or sell, assign, pledge or otherwise transfer any receivables, contract rights, general intangibles, chattel paper or instruments, with or without recourse, except for (a) dispositions of inventory or obsolete assets in the ordinary course of business consistent with past practices and (b) other dispositions of

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assets, provided that (i) no disposition described in this clause (b) shall be made if a Default or Event of Default exists or would result therefrom; and (ii) after giving effect to any disposition pursuant to this clause (b), the aggregate fair market value of all assets disposed of pursuant to this clause (b) shall not exceed (x) at any time from and after July 21, 2004, 2.5% of Consolidated Total Assets as of the end of the most recent Fiscal Year, and (y) $10,000,000 in any Fiscal Year."

        1.11.     Amendment of Section 10.6.     Section 10.6 of the Existing Note Agreement is hereby amended and restated to read in its entirety as follows:

         "10.6    Mergers and Consolidations; Acquisitions.

        The Company will not, and will not permit any Subsidiary to, be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person (or of any division or business unit of any Person), except (a) any such merger or consolidation of or by any wholly-owned Subsidiary into the Company or any other Wholly-Owned Subsidiary, (b) any such purchase or other acquisition by the Company or any Wholly-Owned Subsidiary of the assets or stock of any Wholly-Owned Subsidiary, and (c) acquisitions of all of the assets or stock of Persons which are in the same or a similar line of business as the Company and its Subsidiaries; provided that any acquisition described in this clause (c) must satisfy all of the following conditions: (i) each Person so acquired shall comply with all of the terms of this Agreement and the other Financing Documents that are applicable to such Person; (ii) either the required majority of the board of directors (or other equivalent governing body) of the Person so acquired incumbent at the time such acquisition is proposed has acquiesced to the acquisition, or the acquisition is otherwise deemed in the reasonable judgment of the Required Holders to be a "friendly" acquisition; (iii) no Default or Event of Default shall have occurred and be continuing at the time of, or would result from the making of, such acquisition; (iv) the aggregate consideration (including assumed debt and stock of the Company) for any one such acquisition or series of such related acquisitions shall not exceed (A) during the period beginning April 3, 2005 and continuing through April 2, 2006, $5,000,000; and (B) thereafter, $50,000,000; (v) if such acquisition is made after April 2, 2006, then the Company's Adjusted Leverage Ratio shall have been less than 1.75 to 1 as of the last day of the most recently ended Fiscal Quarter for which financial statements are available pursuant to Section 7.1(a); and (vi) substantially contemporaneously with any such acquisition of stock, the Company shall grant, or cause the applicable Person(s) to grant, to the Collateral Agent, for the benefit of the holders of Notes, a first priority perfected security interest in all of the stock so acquired."

        1.12.     Amendment of Section 10.7.     Section 10.7 of the Existing Note Agreement is hereby amended and restated to read in its entirety as follows:

         "Section 10.7    Disposition of Stock of Subsidiaries.

        (a)   The Company will not permit any Subsidiary to issue its capital stock, or any warrants, rights or options to purchase, or securities convertible into or exchangeable for, such capital stock, to any Person other than the Company or another Wholly Owned Subsidiary, except (i) for directors' qualifying shares, (ii) to satisfy local ownership requirements, (iii) in satisfaction of valid preemptive or contractual rights of minority stockholders in connection with the simultaneous issuance to the Company or a Subsidiary whereby the Company and its Subsidiaries maintain the same proportionate ownership interest and (iv) the issuance of stock convertible into stock of the Company by Tetra Tech Canada Ltd. in connection with an acquisition.

        (b)   The Company will not, and will not permit any Subsidiary to, sell, transfer or otherwise dispose of any shares of capital stock of a Subsidiary, except (i) for directors'

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qualifying shares, (ii) to satisfy local ownership requirements, (iii) the sale of all shares of capital stock of a Subsidiary which is permitted under Section 10.5 and (iii) stock convertible into stock of the Company by Tetra Tech Canada Ltd. in connection with an acquisition.

        (c)   If a Subsidiary at any time ceases to be such as a result of a sale or issuance of its capital stock, any Liens on property of the Company or any other Subsidiary securing Indebtedness owed to such Subsidiary, which is not contemporaneously repaid, together with such Indebtedness, shall be deemed to have been incurred by the Company or such other Subsidiary, as the case may be, at the time such Subsidiary ceases to be a Subsidiary."

        1.13.     Amendment of Section 10.8.     Section 10.8 of the Existing Note Agreement is hereby amended and restated to read in its entirety as follows:

         "Section 10.8    Excluded Subsidiaries.

        The Company shall not permit the Excluded Subsidiaries, collectively, to (a) own at any time more than 2.5% of Consolidated Total Assets, (b) have more than 2.5% of the consolidated revenues of the Company and its Subsidiaries in any Fiscal Quarter or (c) be liable for more than 2.5% of the consolidated liabilities of the Company and its Subsidiaries. For purposes of this Section 10.8, all intercompany assets, revenues and liabilities that would be properly eliminated in consolidation shall be deemed to be zero."

        1.14.     Additional Covenants to be Added to Section 10.     The following new Sections are hereby added to the Existing Note Agreement immediately following Section 10.10 thereof to read in their entireties as follows:

         "Section 10.11    Limitations on Indebtedness.

        The Company will not, and will not permit any Subsidiary to, create, incur, assume or suffer to exist any Indebtedness, except:

        (a)   obligations arising under the Financing Documents;

        (b)   Indebtedness in respect of Capital Leases;

        (c)   unsecured Indebtedness of Subsidiaries to the Company or to any other Subsidiary;

        (d)   Hedging Agreements entered into by the Company or any Subsidiary with the Collateral Agent or any Bank or any Affiliate thereof; provided that all such Hedging Agreements are entered into to protect against bona fide business risks and not for speculation;

        (e)   Guaranties in respect of any obligation of the Company or any Subsidiary permitted under this Agreement;

        (f)    Indebtedness in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with Section 9.4;

        (g)   Indebtedness outstanding on the date hereof or hereafter incurred in connection with Liens permitted by Section 10.4, and extensions, renewals and refinancings of any Indebtedness described in this clause (g) so long as the principal amount thereof is not increased;

        (h)   Subordinated Indebtedness;

        (i)    Indebtedness under the Credit Agreement;

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        (j)    Indebtedness constituting a portion of the deferred purchase price for any acquisition permitted by Section 10.6(c); and

        (k)   other Indebtedness not exceeding in the aggregate $10,000,000."

         "Section 10.12    Restricted Payments.

        The Company will not, and will not permit any Subsidiary to, (a) declare or pay any dividends on any of its capital stock (other than stock dividends), (b) purchase or redeem any such stock or any warrants, units, options or other rights in respect of such stock, (c) make any other distribution to shareholders, (d) prepay, purchase, redeem or defease any Subordinated Indebtedness, (e) make any payment on or in respect of any Subordinated Indebtedness (other than scheduled payments of interest made in the form of additional Subordinated Indebtedness or common stock), or (f) set aside funds for any of the foregoing; provided that (i) any Subsidiary may declare and pay dividends to the Company or to any other Wholly-Owned Subsidiary and (ii) so long as no Default or Event of Default exists or would result therefrom and, after giving effect thereto (and any incurrence of Indebtedness in connection therewith), the Adjusted Leverage Ratio will be less than 1.75 to 1, the Company may, at any time after April 2, 2006, repurchase shares of its capital stock for immediate retirement in an aggregate amount, for all such repurchases made on or after July 21, 2004, not to exceed 10.0% of Net Worth (measured as of the end of the Fiscal Quarter immediately preceding any such purchase)."

         "Section 10.13    Loans and Advances.

        The Company will not, and will not permit any Subsidiary to, make any loan or advance; except for (i) loans or advances by the Company to any Subsidiary or by any Subsidiary to the Company, (ii) loans and advances to officers and employees of the Company and its Subsidiaries for travel, entertainment, relocation and similar ordinary business purposes in an aggregate amount not exceeding $500,000 at any time outstanding and (iii) other loans and advances in an aggregate amount not exceeding $5,000,000 at any time outstanding."

         "Section 10.14    Minimum Revolver Availability.

        The Company will not, at any time, permit the Commitment Amount (as defined in the Credit Agreement) to be less than $125,000,000. The terms of the Commitment (as defined in the Credit Agreement) shall be as set forth in the Credit Agreement on the Fourth Amendment Effective Date, or shall be on such other terms as are reasonably satisfactory to the Required Holders."

         "Section 10.15    Most Favored Lender Status.

        If at any time the Company or any Subsidiary is a party to or shall enter into any agreement, instrument or other document (excluding the Credit Agreement, as in effect on the Fourth Amendment Effective Date) relating to Indebtedness of the Company or such Subsidiary (each such agreement, instrument or other document herein referred to as a " More Favorable Lending Agreement "), which agreement, instrument or other document includes covenants (whether affirmative or negative, and whether maintenance or incurrence) or defaults or events of default (excluding any customary covenant or default relating to collateral contained in any agreement, instrument or document secured by Liens permitted by Section 10.4(e) or (h)) that are more restrictive than those contained in this Agreement or are not provided for in this Agreement (each such covenant or default or event of default herein referred to as " More Favorable Provision "), then the Company shall promptly, and in any event within 5 Business Days of entering into or becoming party to any such More Favorable Lending Agreement (or within 5 Business Days of obtaining knowledge of any More Favorable Lending Agreement), so advise and notify each holder of a Note in writing. Such writing shall include a verbatim statement of such More Favorable Provision. Thereupon, unless waived in writing by the Required Holders within 5 Business Days of

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such holders' receipt of such notice, such More Favorable Provision shall be deemed incorporated by reference in this Agreement as if set forth fully herein, mutatis mutandis, effective as of the date when such More Favorable Provision became effective under such More Favorable Lending Agreement (each such More Favorable Provision as incorporated herein is herein referred to as an " Incorporated Provision ") and no such Incorporated Provision may thereafter be waived, amended or modified under this Agreement without the prior written consent of the Required Holders. Thereafter, upon the request of the Required Holders, the Company and the Required Holders shall enter into an additional agreement or an amendment to this Agreement (as the Required Holders may request), evidencing the incorporation of such Incorporated Provision substantially as provided for in such More Favorable Lending Agreement; provided, that no such additional agreement or amendment shall in any way be required to make each Incorporated Provision effective. Each Incorporated Provision shall (i) remain unchanged herein notwithstanding any subsequent waiver, amendment or other modification of the More Favorable Lending Agreement giving rise to such Incorporated Provision (except to the extent that an amendment or other modification results in such provision being more restrictive than such Incorporated Provision, in which case such Incorporated Provision shall be amended or modified to become equally restrictive), and (ii) be deemed deleted from this Agreement at such time as the applicable More Favorable Lending Agreement shall be fully terminated and no amounts shall be outstanding thereunder so long as at the time such More Favorable Lending Agreement shall have been so terminated no Default or Event of Default exists hereunder."

         "Section 10.16    Further Assurances.

        The Company shall take, and cause each Subsidiary to take, such actions as are necessary, or as the Required Holders or the Collateral Agent may reasonably request, from time to time (including the execution and delivery of guaranties, security agreements, pledge agreements, control agreements, financing statements and other documents, the filing or recording of any of the foregoing, the delivery of stock certificates and other collateral with respect to which perfection is obtained by possession, the execution and delivery of appropriate stock powers or other transfer instruments and the delivery of appropriate legal opinions with respect to any of the foregoing) to ensure that (i) the obligations of the Company hereunder and under the other Financing Documents are (x) secured by all account receivables of the Company, all equity interests in Subsidiaries owned by the Company and all of the Company's cash, deposit accounts, investment property and financial assets and all proceeds of the foregoing and (y) unconditionally guaranteed by all Subsidiaries (including, promptly upon the acquisition or creation thereof, any Subsidiary acquired or created after the date hereof) by execution of a counterpart of the Subsidiary Guaranty; and (ii) the obligations of each Subsidiary under the Subsidiary Guaranty are secured by all account receivables of such Subsidiary, all equity interests in other Subsidiaries owned by such Subsidiary and all of such Subsidiary's cash, deposit accounts, investment property and financial assets and all proceeds of the foregoing; provided that unless the Required Holders otherwise request in writing, (a) no Foreign Corporation (as defined below) or Excluded Subsidiary shall be required to execute the Subsidiary Guaranty, pledge any equity interest or grant a security interest in any property; and (b) neither the Company nor any Subsidiary shall be required to pledge more than 65% of the stock of any Foreign Corporation. For purposes of the foregoing, (A) a "Foreign Corporation" is any corporate Subsidiary which is incorporated in a jurisdiction other than, and does substantially all of its business outside of, the United States, and (B) the terms "investment property" and "financial assets" shall have the respective meanings given to them in the Uniform Commercial Code of any applicable jurisdiction."

         "Section 10.17    Quarterly Conference Call.

        Within 45 days following the end of each Fiscal Quarter, beginning with the Fiscal Quarter ending July 3, 2005 and continuing through the Fiscal Quarter ending April 2, 2006, the Company, in consultation with the holders of Notes and the Banks, shall arrange a conference call with the holders of Notes and the Banks during which Senior Financial Officers of the Company shall review the consolidated financial and operating results of the Company for such Fiscal Quarter and such other information regarding the financial condition, operations, business, assets or prospects of the Company and its Subsidiaries as any holder of Notes may reasonably request."

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         "Section 10.18    Unconditional Purchase Obligations.

        The Company will not, and will not permit any Subsidiary to, enter into or be a party to any contract for the purchase of materials, supplies or other property or services, if such contract requires that payment be made by it regardless of whether or not delivery is ever made of such materials, supplies or other property or services; provided that the Company or any Subsidiary may enter into any such contract so long as (i) the aggregate amount of all payments to be made under such contract does not exceed $2,000,000 and (ii) the aggregate amount of all payments to be made under all such contracts in any Fiscal Year by the Company and its Subsidiaries does not exceed $5,000,000."

         "Section 10.19    Inconsistent Agreements.

        The Company will not, and will not permit any Subsidiary to, enter into any material agreement containing any provision which (a) would be violated or breached by the performance by the Company or any Subsidiary of any of its obligations hereunder or under any other Financing Document, (b) would prohibit the Company or any Restricted Subsidiary from granting to the Collateral Agent, for the benefit of the holders of Notes and certain other parties, a Lien on any of its assets (other than (i) the Credit Agreement and (ii) customary negative pledge provisions arising in connection with Liens permitted by Section 10.4(e) and (h) that apply only to the specific property subject to any such Lien and the proceeds thereof) or (c) would prevent any Subsidiary from paying cash dividends, or making other cash distributions, to its parent."

        1.15.     Amendments of Section 11—Events of Default .    

        (a)   Section 11(c) is hereby amended and restated in its entirety to read as follows:

        "(c) the Company defaults in the performance of or compliance with, any term contained in Section 7.1(e), Section 9.5, any of Sections 10.1 through 10.19, inclusive; or".

        (b)   Section 11(l) is hereby amended by deleting the period at the end of such section and replacing it with "; or".

        (c)   new Sections 11(m), 11(n) and 11(o) are hereby added to Section 11 immediately following Section 11(l) to read in their entireties as follows:

        "(m) default in the payment when due, or in the performance or observance of, any material obligation of, or material condition agreed to by, the Company or any Subsidiary Guarantor with respect to any purchase or lease of goods or services exceeding $5,000,000 (except only to the extent that the existence of any such default is being contested by the Company or such Subsidiary in good faith and by appropriate proceedings and appropriate reserves have been made in respect of such default); or"

        "(n) any Change in Control shall occur; or"

        "(o) the Company shall fail to comply with or to perform any covenant incorporated herein pursuant to Section 10.15 and such failure shall continue beyond any applicable grace period specified in the applicable More Favorable Lending Agreement; or any event shall occur or condition shall exist that (subject to the giving of any notice and/or the lapse of any applicable grace period specified in the applicable More Favorable Lending Agreement) constitutes an event of default under any provision of any More Favorable Lending Agreement incorporated herein pursuant to Section 10.15.".

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        1.16.     Amendment of Section 22.1 .    Section 22.1 of the Existing Note Agreement is hereby amended and restated to read in its entirety as follow:

        " 22.1.    Release of Subsidiary Guarantors and Subsidiary Stock.

        You and each subsequent holder of a Note agree to, and to direct the Collateral Agent to, release any Subsidiary Guarantor from the Subsidiary Guaranty or the capital stock of any Subsidiary Guarantor from the Pledge Agreement (i) if such Subsidiary Guarantor ceases to be a Subsidiary as a result of a sale, lease, transfer or other disposal of assets (including by way of merger) permitted by Section 10.5, 10.6 or 10.7 or (ii) at such time as the Banks direct the Collateral Agent to release such Subsidiary from the Subsidiary Guaranty or release such capital stock from the Pledge Agreement; provided, however, that you and each subsequent holder will not be required to release a Subsidiary Guarantor from the Subsidiary Guaranty or the capital stock of a Restricted Subsidiary from the Pledge Agreement under the circumstances contemplated by clause (ii), if (A) a Default or Event of Default has occurred and is continuing, (B) such Subsidiary Guarantor is to become a borrower under the Credit Agreement or (C) such release is part of a plan of financing that contemplates such Subsidiary Guarantor guaranteeing, or the capital stock of such Subsidiary Guarantor securing, any other Indebtedness of the Company. Your obligation to release a Subsidiary Guarantor from the Subsidiary Guaranty or the capital stock of a Subsidiary Guarantor from the Pledge Agreement is conditioned upon your prior receipt of a certificate from a Senior Financial Officer of the Company stating that none of the circumstances described in clauses (A), (B) and (C) above are true."

        1.17.     Schedule B—Additions and Modifications .    The following definitions in Schedule B to the Note Agreement are amended to read in their entirety, or are added to such Schedule B, in each case in appropriate alphabetical order, as follows:

        " Applicable Interest Rate " means, a per annum interest rate equal to

        (a)   prior to the Fourth Amendment Effective Date and from and after the Covenant Compliance Date, with respect to the Series A Notes, 7.28%, and with respect to the Series B Notes, 7.08%, and

        (b)   from and after the Fourth Amendment Effective Date to and including the Covenant Compliance Date, with respect to the Series A Notes, 8.28%, and with respect to the Series B Notes, 8.08%.

        " Adjusted EBITDA " means, for any period, the sum of Adjusted Consolidated Net Income for such period, plus, to the extent deducted in determining such Adjusted Consolidated Net Income, (x) federal, state, local and foreign income, value added and similar taxes, (y) Interest Expense and (z) depreciation and amortization expense; provided that Adjusted EBITDA shall be calculated on a pro forma basis (in accordance with Article 11 of Regulation S-X of the SEC) giving effect to (a) any acquisition made by the Company or any Subsidiary during such period so long as, and to the extent that, (i) the Company delivers to each holder of Notes a summary in reasonable detail of the assumptions underlying, and the calculations made, in computing Adjusted EBITDA on a pro forma basis and (ii) the Required Holders do not object to such assumptions and/or calculations within 10 Business Days after receipt thereof; and (b) any divestiture of a Subsidiary, division or other operating unit made during such period. If the Company or any Subsidiary makes any acquisition of a Person or assets which would result in a negative adjustment to Adjusted EBITDA for any period, the Company shall, upon request of the Required Holders, deliver the information required pursuant to clause (a)(i) of the preceding sentence so that the calculation of Adjusted EBITDA will give effect to such acquisition. Notwithstanding any other provision of this Agreement, (A) Adjusted EBITDA for the Computation Period ending July 3, 2005 shall be equal to Adjusted EBITDA for the Fiscal Quarter ending on such date multiplied by four; (B) Adjusted

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EBITDA for the Computation Period ending October 2, 2005 shall be equal to Adjusted EBITDA for period of two consecutive Fiscal Quarters ending on such date multiplied by two; and (C) Adjusted EBITDA for the Computation Period ending January 1, 2006 shall be equal to Adjusted EBITDA for the period of three consecutive quarters ending on such date multiplied by 1 ¹ / 3 .

        " Change in Control " means that (a) any Person or group (within the meaning of Rule 13d-5 of the SEC under the Securities Exchange Act of 1934 as amended) shall become the beneficial owner (as defined in Rule 13d-3 of the SEC under the Securities Exchange Act of 1934 as amended) of 20% or more of the Voting Stock of the Company or (b) a majority of the members of the board of directors of the Company shall cease to be Continuing Members.

        " Continuing Member " means a member of the board of directors of the Company who either (a) was a member of the Company's board of directors on the date hereof and has been such continuously thereafter or (b) became a member of such board of directors after the date hereof and whose election or nomination for election was approved by a vote of the majority of the Continuing Members then members of the Company's board of directors.

        " Covenant Compliance Criteria " means the completion by the Company and its Subsidiaries of three consecutive Fiscal Quarters (the first of which can not be any earlier than July 3, 2005) in respect of which, as of the end of each such Fiscal Quarter, both:

        (a)   the Adjusted Leverage Ratio set forth in Section 10.1(a) for the Computation Periods ending at such times is less than or equal to 2.25 to 1; and

        (b)   the Fixed Charge Coverage Ratio set forth in Section 10.2 for the Computation Periods ending at such times is equal to or greater than 1.25 to 1.

        " Covenant Compliance Date " means the date after the Covenant Compliance Criteria have been met on which the holders of Notes receive the certificate of a Senior Financial Officer described in Section 7.2 demonstrating compliance with the Covenant Compliance Criteria as of the Fiscal Quarter then most recently ended.

        " Excluded Subsidiary " means any Subsidiary designated as such on Schedule II to the Fourth Amendment and any other Subsidiary designated in writing by the Company to the holders of Notes.

        " Financing Documents " means this Agreement, the Notes, the Subsidiary Guaranty, the Pledge Agreement, the Security Agreement and each other agreement, document or instrument pursuant to which the Company or any Subsidiary Guarantor grants collateral to the Collateral Agent for the benefit of the holders of Notes and certain other parties."

        " Fourth Amendment " means that certain Fourth Amendment to Note Purchase Agreement, dated as of May 12, 2005, among the Company and the holders of Notes party thereto.

        " Fourth Amendment Effective Date " means May 12, 2005.

        " Incorporated Provision " is defined in Section 10.15.

        " More Favorable Lending Agreement " is defined in Section 10.15.

        " More Favorable Provision " is defined in Section 10.15.

        " Net Cash Proceeds " means, with respect to any issuance of equity securities by the Company or any Subsidiary, the aggregate cash proceeds received by the Company or such Subsidiary pursuant to such issuance, net of the direct costs relating to such issuance (including sales and underwriter's discounts and commissions and legal, accounting and investment banking fees).

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        " Net Worth " means, at any time, the consolidated stockholders' equity of the Company and its Subsidiaries determined at such time in accordance with GAAP.

        " Priority Debt " means, as of any date, the sum (without duplication) of (a) outstanding Indebtedness of Subsidiaries that are not Subsidiary Guarantors (other than Indebtedness owed to the Company or another Subsidiary) and (b) Indebtedness of the Company and its Subsidiaries secured by Liens not otherwise permitted by Sections 10.4(a) through (i).

        " SEC " means the Securities and Exchange Commission of the United States of America.

        " Security Agreement" means the Second Amended and Restated Security Agreement, dated as of May 12, 2005, among the Company, certain Subsidiaries and the Collateral Agent, as amended, restated, supplemented or otherwise modified from time to time."

        " Subsidiary Guarantor " means any Subsidiary that has entered into the Subsidiary Guaranty (or shall have been required under the terms of Section 10.16 to have entered into the Subsidiary Guaranty), whether in connection with the Closing or thereafter pursuant to the Company's obligations under Section 10.16 or otherwise.

        " Subordinated Indebtedness " means Indebtedness of the Company having maturities and other terms, and which is subordinated to the obligations of the Company and its Subsidiaries hereunder and under the other Financing Documents in a manner, approved in writing by the Required Holders.

        " Wholly Owned Subsidiary " mean, at any time, any Subsidiary 100% of all of the equity interests and voting interests (except directors' qualifying shares) of which are owned by any one or more of the Company and the Company's other Wholly Owned Subsidiaries at such time.

        1.18.     Schedule B—Deleted Definitions .    

        (a)    Deletions . The following definitions in Schedule B to the Existing Note Agreement are hereby deleted:

        Disposition

        Excluded Sale and Leaseback Transactions

        Restricted Subsidiary

        Significant Subsidiary

        Unrestricted Subsidiary

        (b)    Treatment of Certain Deleted Definitions in Note Purchase Agreement .

        (i)     "Restricted Subsidiary" and "Restricted Subsidiaries" . Each reference in the Existing Note Purchase Agreement to "Restricted Subsidiary" and "Restricted Subsidiaries", other than any such reference in Section 11 thereof, is hereby amended to be, and shall hereafter be deemed to be, a reference to "Subsidiary" and "Subsidiaries" (including, any such reference contained within the defined terms "Wholly-Owned Restricted Subsidiary" and "Wholly-Owned Restricted Subsidiaries"), as applicable. Any such reference in Section 11 of the Existing Note Agreement is hereby amended to be, and shall hereafter be deemed to be, a reference to "Subsidiary Guarantor" or "Subsidiary Guarantors", as applicable.

        (ii)    "Significant Subsidiary" . Each reference in the Existing Note Purchase Agreement to "Significant Subsidiary" and "Significant Subsidiaries" in the Existing Note Agreement, is hereby amended to be, and shall hereafter be deemed to be, a reference to "Subsidiary Guarantor" and "Subsidiary Guarantors", as applicable.

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2.     AMENDMENT OF NOTES

        Subject to the satisfaction of the conditions set forth in Section 4 of this Fourth Amendment, the Noteholders and the Company hereby agree as follows:

        2.1.     The Series A Notes .    The Existing Series A Notes shall be deemed to be, automatically and without any further action, amended and restated in their entirety as set forth on Exhibit 1A; except that the date, registration number and principal amount set forth in each Existing Series A Note shall remain the same.

        2.2.     The Series B Notes .    The Existing Series B Notes shall be deemed to be, automatically and without any further action, amended and restated in their entirety as set forth on Exhibit 1B; except that the date, registration number and principal amount set forth in each Existing Series B Note shall remain the same.

3.     REAFFIRMATION; REPRESENTATIONS AND WARRANTIES

        3.1.     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 Fourth Amendment.

        3.2.     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 Noteholders and (d) for other changes that could not reasonably be expected to have a Material Adverse Effect.

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

        3.4.     Authorization and Enforceability .    The execution, delivery and performance by the Company of this Fourth Amendment and the Amended Security Agreement (and the performance by its Subsidiaries of their obligations under the Subsidiary Guaranty, the Pledge Agreement and the Amended Security Agreement, in each case after giving effect to this Fourth 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