Exhibit 10.11.3


THIRD AMENDMENT TO, AND WAIVER UNDER, CREDIT AGREEMENT


THIS THIRD AMENDMENT TO, AND
WAIVER UNDER, CREDIT AGREEMENT (this “Third Amendment”) is made and
entered into as of December 29, 2006, 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.


WITNESSETH:


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 (the “First Amendment”) and as
of November 29, 2006, and as the same may be amended, modified, supplemented or
amended and restated from time to time, the “Credit Agreement”);


WHEREAS, Section 3.6(b) of the Credit Agreement
(as amended by the First Amendment) required that, on or prior to December 15,
2006, Agent shall have received a Collateral Access Agreement with respect to
the locations listed on Schedule 3.6(b) to the Credit Agreement (the “Section
3.6(b) Requirement”);


WHEREAS, the Section 3.6(b) Requirement has not yet
been completely satisfied (the “Section 3.6(b) Default”);


WHEREAS, the Administrative Borrower has requested,
and Agent and the Lenders have agreed, to
waive the Section 3.6(b) Default, subject to the terms and conditions set forth
herein; and


WHEREAS, Agent, the Lenders and
the Borrowers wish to amend the Credit Agreement as herein provided;


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.   Waiver
Under Credit Agreement.  Subject to the satisfaction of the terms and
conditions set forth herein, Agent and the Required Lenders hereby waive the
Section 3.6(b) Default, provided, that the foregoing waiver shall be
rescinded and no longer effective as of January 31, 2007 if the Administrative
Borrower fails to deliver to Agent Collateral Access









 



 


Agreements with respect
to all of the locations listed on Schedule 3.6(b) to the Credit
Agreement, on or prior to January 31, 2007.


Section 3.   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:


3.01   Amendment to Schedule 5.3.  The left hand column in the second row of the
table in Schedule 5.3 to the Credit Agreement is hereby amended by
deleting the words “on or prior to December 31, 2006” therein and inserting “on
or prior to January 31, 2007” in lieu thereof.


Section 4.   Representations and Warranties.  In order to induce Agent and the Lenders to enter into this Third
Amendment, the Administrative Borrower, for itself and on behalf of all of the
other Borrowers, hereby represents and warrants that:


4.01   No
Default.  At and as of the date of this Third Amendment
and at and as of the Effective Date and both prior to (other than with respect
to the Section 3.6(b) Default) and after giving effect to this Third Amendment,
no Default or Event of Default exists and is continuing.


4.02   Representations
and Warranties True and Correct.  At and as
of the date of this Third Amendment and both prior to (other than with respect
to the Section 3.6(b) Default) and after giving effect to this Third Amendment,
each of the representations and warranties contained in the Credit Agreement and
other Loan Documents is true and correct in all material respects.


4.03   Corporate
Power, Etc.  Administrative Borrower (a) has all requisite
corporate power and authority to execute and deliver this Third 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 Third 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.


4.04   No
Conflict.  The execution, delivery and performance by
Administrative Borrower (on behalf of itself and all of the other Borrowers) of
this Third 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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4.05   Binding
Effect.  This Third 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 5.   Conditions. 
 This Third 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 5
(such
date, the “Effective Date”):


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


5.02   Amendment
Fee.  Borrowers
shall have paid to Agent, for its own account, in immediately available funds
an amendment fee equal to $15,000.00.


5.03   Representations
and Warranties.  As of the Effective Date, the representations and
warranties set forth in Section 4 hereof shall be true and correct.


5.04   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.


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


Section 6.   Miscellaneous.


6.01   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.


6.02   No
Waiver; Reservation of Rights.  This Third Amendment is limited as specified and
the execution, delivery and effectiveness of this Third 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 Third 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 (other than the Section 3.6(b)
Default to the extent waived under Section 2 hereof).



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6.03   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 Third Amendment and (ii) all of the terms and
provisions of this Third 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.


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


6.05   Severability.  The
provisions of this Third 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 Third Amendment in any jurisdiction.


6.06   Counterparts.  This
Third 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
Third 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.


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


6.08   Binding
Effect; Assignment.  This Third 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 Third Amendment shall not be
assigned or delegated without the prior written consent of Agent and the
Lenders.


6.09   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



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with the preparation,
negotiation and execution of this Third Amendment and any document required to
be furnished herewith.


6.10   Integration.  This
Third 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 Third 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 Borrowers

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  



 


 


 


 


 


 


[SIGNATURE PAGE OF TRC THIRD AMENDMENT]



  
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