Exhibit 10.11.5


EXECUTION VERSION


FIFTH AMENDMENT TO CREDIT
AGREEMENT


THIS
FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Fifth Amendment”) is made and
entered into as of July 30, 2007, by and among the financial
institutions identified on the signature pages hereof (such financial
institutions, together with their respective successors and assigns, are
referred to hereinafter each individually as a “Lender” and collectively
as the “Lenders”), WELLS FARGO FOOTHILL, INC., a California corporation,
as arranger and administrative agent for the Lenders (in such capacities,
together with any successor arranger and administrative agent, “Agent”),
and TRC COMPANIES, INC., a Delaware corporation (the “Administrative
Borrower”), on behalf of all Borrowers.


W  I  T  N  E  S  S
E  T  H  :


WHEREAS,
the Administrative Borrower, the Administrative Borrower’s Subsidiaries party
thereto, the Lenders and Agent are parties to that certain Credit Agreement,
dated as of July 17, 2006 (as amended as of October 31, 2006, as of
November 29, 2006, as of December 29, 2006, and as of January 31, 2007, and as
the same may be amended, modified, supplemented or amended and restated from
time to time, the “Credit Agreement”); and


WHEREAS,
Agent, Lenders and the Borrowers have agreed to amend the Credit Agreement, all
as herein provided subject to the terms and conditions set forth herein;


NOW,
THEREFORE, in consideration of the
agreements and provisions herein contained, the parties hereto do hereby agree
as follows:


Section 1.              Definitions.  Any capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to such terms in the Credit
Agreement.


Section 2.              Amendments to Credit Agreement.  Subject
to the terms and conditions set forth herein, the Credit Agreement is hereby
amended, as of the Effective Date (defined below), as follows:


2.01.       Amendments
to Schedule 5.2.


(a)           The left hand column in
the fourth row of the table in Schedule 5.2 to the Credit Agreement is
hereby amended by adding the following at the end thereof: “; provided
that (x) with respect to the month ended May 31, 2007, Borrowers shall deliver
the required information and documents to Agent on or prior to July 31, 2007,
and (y) with respect to the month ended June 30, 2007, Borrowers shall deliver
the required information and documents to Agent on or prior to August 10, 2007”.


(b)           The left hand column in
the fifth row of the table in Schedule 5.2 to the Credit Agreement is
hereby amended by adding the following at the end thereof: “; provided
that (x) with respect to the month ended May 31, 2007, Borrowers shall deliver
the required information and documents to Agent on or prior to August 10, 2007,
and (y) with respect to the month ended June 30, 2007, Borrowers shall deliver
the required information and documents to Agent on or prior to August 31, 2007”.












2.02.       Amendments
to Schedule 5.3.


(a)           The left hand column in
the first row of the table in Schedule 5.3 to the Credit Agreement is
hereby amended by adding the following at the end thereof: “; provided,
further, that (x) with respect to the month ended May 31, 2007, Borrowers
shall deliver the required information and documents to Agent on or prior to
August 10, 2007, and (y) with respect to the month ended June 30, 2007,
Borrowers shall deliver the required information and documents to Agent on or
prior to August 31, 2007”.


(b)           The left hand column in
the third row of the table in Schedule 5.3 to the Credit Agreement is
hereby amended by adding the following at the end thereof: “; provided
that with respect to fiscal year 2007, Borrowers shall deliver the required
information and documents to Agent on or prior to August 31, 2007”.


Section 3.              Representations and Warranties.  In order to induce Agent and the Lenders to enter
into this Fifth Amendment, the Administrative Borrower, for itself and on
behalf of all of the other Borrowers, hereby represents and warrants that:


3.01.       No Default.  At and as of the date of this Fifth Amendment
and at and as of the Effective Date and both prior to and after giving effect
to this Fifth Amendment, no Default or Event of Default exists and is
continuing.


3.02.       Representations and Warranties True and Correct.  At and as of the date of this Fifth Amendment
and both prior to and after giving effect to this Fifth Amendment, each of the
representations and warranties contained in the Credit Agreement and other Loan
Documents is true and correct in all material respects.


3.03.       Corporate Power, Etc. 
Administrative Borrower (a) has all requisite corporate power and
authority to execute and deliver this Fifth Amendment and to consummate the
transactions contemplated hereby for itself and, in the case of Administrative
Borrower, on behalf of all of the other Borrowers, and (b) has taken all
action, corporate or otherwise, necessary to authorize the execution and
delivery of this Fifth Amendment and the consummation of the transactions
contemplated hereby for itself and, in the case of Administrative Borrower, on
behalf of all of the other Borrowers.


3.04.       No Conflict.  The execution, delivery and performance by
Administrative Borrower (on behalf of itself and all of the other Borrowers) of
this Fifth Amendment will not (a) violate any provision of federal, state, or
local law or regulation applicable to any Borrower, the Governing Documents of any
Borrower, or any order, judgment or decree of any court or other Governmental
Authority binding on any Borrower, (b) conflict with or result in any breach
of, or constitute (with due notice or lapse of time or both) a default under
any material contractual obligation of any Borrower, (c) result in or require
the creation or imposition of any Lien of any nature whatsoever upon any
properties or assets of any Borrower, other than Permitted Liens, or (d)
require any approval of any Borrower’s interestholders or any approval or
consent of any Person under any material contractual obligation of any
Borrower, other than consents or approvals that have been obtained and that are
still in force and effect.



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3.05.       Binding Effect.  This Fifth Amendment has been duly executed
and delivered by the Administrative Borrower (on behalf of itself and all of
the other Borrowers) and constitutes the legal, valid and binding obligation of
the Administrative Borrower (on behalf of itself and all of the other
Borrowers), enforceable against the Administrative Borrower (on behalf of
itself and all of the other Borrowers) in accordance with its terms, except as
such enforceability may be limited by (a) applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws, now or hereafter in effect,
relating to or affecting the enforcement of creditors’ rights generally, and
(b) the application of general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).


Section 4.              Conditions.  This Fifth Amendment shall be effective upon the
fulfillment by the Borrowers, in a manner satisfactory to Agent and the
Lenders, of all of the following conditions precedent set forth in this Section 4
(such date, the “Effective Date”):


4.01.       Execution of the Fifth Amendment.  Each of the parties hereto shall have
executed an original counterpart of this Fifth Amendment and shall have
delivered (including by way of telefacsimile or electronic mail) the same to
Agent.


4.02.       Amendment Fee.  Borrowers
shall have paid to Agent, for the ratable benefit of the Lenders, in
immediately available funds an amendment fee equal to $7,500.


4.03.       Representations and Warranties.  As of the Effective Date, the representations and
warranties set forth in Section 3 hereof shall be true and correct.


4.04.       Compliance with Terms.  Borrowers shall have complied in all respects
with the terms hereof and of any other agreement, document, instrument or other
writing to be delivered by Borrowers in connection herewith.


4.05.       Delivery of Other Documents.  Agent shall have received all other
instruments, documents and agreements as Agent may reasonably request, in form
and substance reasonably satisfactory to Agent.


Section 5.              Miscellaneous.


5.01.       Continuing Effect.  Except as specifically provided herein, the
Credit Agreement and the other Loan Documents shall remain in full force and
effect in accordance with their respective terms and are hereby ratified and
confirmed in all respects.


5.02.       No Waiver; Reservation of Rights.  This Fifth Amendment is limited as specified and
the execution, delivery and effectiveness of this Fifth Amendment shall not
operate as a modification, acceptance or waiver of any provision of the Credit
Agreement, or any other Loan Document, except as specifically set forth
herein.  Notwithstanding anything
contained in this Fifth Amendment to the contrary, Agent and the Lenders
expressly reserve the right to exercise any and all of their rights and
remedies under the Credit Agreement, any other Loan Document and applicable law
in respect of any Default or Event of Default.



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5.03.       References.


(a)           From and
after the Effective Date, (i) the
Credit Agreement, the other Loan Documents and all agreements, instruments and
documents executed and delivered in connection with any of the foregoing shall
each be deemed amended hereby to the extent necessary, if any, to give effect
to the provisions of this Fifth Amendment and (ii) all of the terms and
provisions of this Fifth Amendment are hereby incorporated by reference into
the Credit Agreement, as applicable, as if such terms and provisions were set
forth in full therein, as applicable.


(b)           From and
after the Effective Date, (i) all references in the Credit Agreement to “this
Agreement”, “hereto”, “hereof”, “hereunder” or words of like import referring
to the Credit Agreement shall mean the Credit Agreement as amended hereby and
(ii) all references in the Credit Agreement, the other Loan Documents or any
other agreement, instrument or document executed and delivered in connection
therewith to  “Credit Agreement”, “thereto”,
“thereof”, “thereunder” or words of like import referring to the Credit
Agreement shall mean the Credit Agreement as amended hereby.


5.04.       Governing Law.  THIS FIFTH AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


5.05.       Severability.  The provisions of this Fifth Amendment are
severable, and if any clause or provision shall be held invalid or
unenforceable in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect only such clause or provision, or part thereof,
in such jurisdiction and shall not in any manner affect such clause or
provision in any other jurisdiction, or any other clause or provision in this
Fifth Amendment in any jurisdiction.


5.06.       Counterparts.  This Fifth Amendment may be executed in any
number of counterparts, each of which counterparts when executed and delivered
shall be an original, but all of which shall together constitute one and the
same instrument.  Delivery of an executed
counterpart of this Fifth Amendment by telefacsimile or electronic mail shall
be equally effective as delivery of a manually executed counterpart.  A complete set of counterparts shall be
lodged with the Administrative Borrower, Agent and each Lender.


5.07.       Headings.  Section headings in this Fifth Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Fifth Amendment for any other purpose.


5.08.       Binding Effect; Assignment.  This Fifth Amendment shall be binding upon
and inure to the benefit of Borrowers, Agent and the Lenders and their
respective successors and assigns; provided, however, that the
rights and obligations of Borrowers under this Fifth Amendment shall not be
assigned or delegated without the prior written consent of Agent and the
Lenders.



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5.09.       Expenses.  Borrowers agree to pay Agent upon demand, for
all reasonable expenses, including reasonable fees of attorneys and paralegals
for Agent and the Lenders (who may be employees of Agent or the Lenders),
incurred by Agent and the Lenders in connection with the preparation,
negotiation and execution of this Fifth Amendment and any document required to
be furnished herewith.


5.10.       Integration.  This Fifth Amendment, together
with the other Loan Documents, incorporates all negotiations of the parties
hereto with respect to the subject matter hereof and is the final expression
and agreement of the parties hereto with respect to the subject matter hereof.


[Signature page follows]



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IN
WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.


 


	
  

  	
   

  	
  ADMINISTRATIVE BORROWER:

  	
   

  
	
   

  	
   

  	
   

  
	
  

  	
   

  	
  TRC COMPANIES, INC., a Delaware 

  corporation, as Administrative Borrower, on

  behalf of itself and all other Borrower  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /S/ Martin H. Dodd

  
	
   

  	
   

  	
  Name:

  	
  Martin H. Dodd  

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AGENT AND LENDERS:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WELLS FARGO FOOTHILL, INC.,

  as Agent and as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /S/ Jason P. Shanahan

  
	
   

  	
   

  	
  Name:

  	
  Jason P. Shanahan 

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TEXTRON FINANCIAL 

  CORPORATION, 

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /S/ Chris Grivakis  

  
	
   

  	
   

  	
  Name:

  	
  Chris grivakis

  
	
   

  	
   

  	
  Title:

  	
   Senior Account Executive

  
								



 


[SIGNATURE PAGE OF
FIFTH AMENDMENT]