Exhibit 10.11.8


 


EXECUTION
VERSION


 


EIGHTH AMENDMENT TO, AND WAIVER UNDER, CREDIT AGREEMENT


 


THIS EIGHTH AMENDMENT TO, AND WAIVER UNDER, CREDIT AGREEMENT (this “Eighth
Amendment”) is made and entered into as of December 14, 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.


 


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, as of November 29, 2006, as of December 29, 2006, as of January 31,
2007, as of July 30, 2007, as of September 25, 2007, and as of November 28,
2007, and as the same may be further amended, modified, supplemented or
amended and restated from time to time, the “Credit Agreement”);


 


WHEREAS, pursuant to clauses (c) and (d) of Schedule 5.3
to the Credit Agreement, as amended, with respect to the fiscal year ended June 30,
2007, the Borrowers were required to deliver consolidated and consolidating
financial statements of Parent and its Subsidiaries for such fiscal year,
audited by independent certified public accountants reasonably acceptable to
Agent and certified, without any qualifications, by such accountants to have
been prepared in accordance with GAAP, together with a Compliance Certificate
related thereto, on or prior to December 7, 2007 (the “2007 Audited
Financial Statement Obligations”);


 


WHEREAS, the Borrowers have failed to comply with such 2007 Audited
Financial Statement Obligations (the “Applicable Default”);


 


WHEREAS, the Administrative Borrower has requested Agent and the
Lenders to waive the Applicable Default, and Agent and the Lenders have agreed
to do so subject to the terms and conditions set forth herein; and


 


WHEREAS, Agent, the 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.                                          Waiver Under Credit Agreement. Subject to the satisfaction of the terms and
conditions set forth herein, Agent and the Required Lenders hereby waive the
Applicable Default; provided that the foregoing waiver shall be
rescinded and no longer effective as of December 17, 2007 if the Borrowers
fail to comply with the 2007 Audited Financial Statement Obligations (other
than with respect to consolidating financial statements which shall no longer
be required under Schedule 5.3 to the Credit Agreement) on or prior
to December 17, 2007.


 


Section 3.                                          Amendments
to the 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.                     Schedule 5.3. Schedule 5.3 to the Credit
Agreement is hereby amended as follows:


 


(a)                                  The
left hand column in the first row of the table in Schedule 5.3 to
the Credit Agreement relating to monthly financial statements is hereby deleted
in its entirety and replaced with the following: “as soon as available, but in
any event within 40 days (45 days in the case of a month that is the end of one
of Parent’s fiscal quarters) after the end of each month during each of Parent’s
fiscal years; provided, that (w) with respect to the month ended September 30,
2007, Borrowers shall deliver the required information and documents to Agent
on or prior to January 11, 2008, (x) with respect to the month ended October 31,
2007, Borrowers shall deliver the required information and documents to Agent
on or prior to January 25, 2008, (y) with respect to the month ended November 30,
2007, Borrowers shall deliver the required information and documents to Agent
on or prior to February 9, 2008, and (z) with respect to the month
ended December 31, 2007, Borrowers shall deliver the required information
and documents to Agent on or prior to February 29, 2008”;


 


(b)                                 The
left hand column in the second row of the table in Schedule 5.3 to
the Credit Agreement relating to annual audited financial statements is hereby
deleted in its entirety and replaced with the following: “as soon as available,
but in any event within 90 days after the end of each of Parent’s fiscal years;
provided that with respect to the fiscal year ended June 30, 2007,
Borrowers shall deliver the required information and documents to Agent on or
prior to December 17, 2007”; and


 


(c)                                  Clause (c) in
the right hand column in the second row of the table in Schedule 5.3
to the Credit Agreement relating to annual audited financial statements is
hereby amended by deleting the words “and consolidating” in the first line
thereof.


 


Section 4.                                          Representations and Warranties. In
order to induce Agent and the Lenders to enter into this Eighth 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 Eighth Amendment and at and as of the Effective Date and both prior to
(other than with respect to the Applicable Default) and after giving effect to
this Eighth Amendment, no Default or Event of Default exists and is continuing.


 


2

















 


4.02.                     Representations and Warranties True and Correct. At
and as of the date of this Eighth Amendment and both prior to (other than with
respect to the Applicable Default) and after giving effect to this Eighth
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 Eighth 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 Eighth 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 Eighth 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.


 


4.05.                     Binding Effect. This Eighth 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 Eighth 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 Eighth Amendment. Each
of the parties hereto shall have executed an original counterpart of this
Eighth 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
the ratable benefit of the Lenders, in immediately available funds an amendment
fee equal to $30,000.


 


3

















 


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 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
Eighth Amendment is limited as specified and the execution, delivery and
effectiveness of this Eighth 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 Eighth 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.


 


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 Eighth Amendment
and (ii) all of the terms and provisions of this Eighth 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 EIGHTH AMENDMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK.


 


4

















 


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


 


6.06.                     Counterparts. This Eighth 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 Eighth 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 Eighth Amendment are included herein for convenience of reference only and
shall not constitute a part of this Eighth Amendment for any other
purpose.


 


6.08.                     Binding Effect; Assignment. This
Eighth 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 Eighth
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 with
the preparation, negotiation and execution of this Eighth Amendment and any
document required to be furnished herewith.


 


6.10.                     Integration. This Eighth 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]


 


5

















 


IN WITNESS WHEREOF, the parties hereto have caused this Eighth
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

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  

  TEXTRON FINANCIAL

  CORPORATION,

  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /S/ Chris Grivakis

  	
   

  
	
   

  	
  Name:

  	
   Chris Grivakis

  	
   

  
	
   

  	
  Title:

  	
   Senior Account Executive

  	
   

  
								



 


 


[SIGNATURE PAGE OF EIGHTH
AMENDMENT]