Exhibit
10.11.14


 


EXECUTION VERSION


 


FOURTEENTH AMENDMENT TO CREDIT AGREEMENT


 


THIS
FOURTEENTH AMENDMENT TO CREDIT AGREEMENT (this “Fourteenth Amendment”)
is made and entered into as of May 29, 2009, 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, as of November 28, 2007, as of December 14,
2007, as of March 3, 2008, as of April 4, 2008, as of April 22,
2008, as of May 20, 2008, and as of August 19, 2008, and as the same
may be further amended, modified, supplemented or amended and restated from
time to time, the “Credit Agreement”); 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.                                          Amendments to Credit
Agreement.  Subject to the
terms and conditions set forth herein, the Credit Agreement is hereby amended,
as of the Effective Date (as defined in Section 4 below), as follows:


 


2.01.                     Amendment to Section 2.12.  Section 2.12(a) of the Credit
Agreement is hereby amended by deleting the words “the Letter of Credit Usage
would exceed $7,500,000” in clause (ii) thereof and inserting “the Letter
of Credit Usage would exceed $15,000,000” in lieu thereof.


 


2.02.                     Amendments to Section 6.16 of the Credit
Agreement.


 


2.02.1.           Amendment to Section 6.16(a).   Section 6.16(a) of the Credit
Agreement is hereby amended by deleting it in its entirety and inserting the
following in lieu thereof:


 


(a)                                  Minimum EBITDA.  Fail to achieve EBITDA, measured on a quarterly basis, of
at least the required amount set forth in the following table for the
applicable period set forth opposite thereto:


 

















 


	
  Applicable Amount

  	
   

  	
  Applicable Period

  
	
   

  	
   

  	
   

  
	
  $2,100,000

  	
   

  	
  For the 3 month period
  ending September 30, 2008

  
	
   

  	
   

  	
   

  
	
  $3,800,000

  	
   

  	
  For the 6 month period
  ending December 31, 2008

  
	
   

  	
   

  	
   

  
	
  $7,600,000

  	
   

  	
  For the 9 month period
  ending March 31, 2009

  
	
   

  	
   

  	
   

  
	
  $10,600,000

  	
   

  	
  For the 12 month period
  ending June 30, 2009

  
	
   

  	
   

  	
   

  
	
  70% of projected EBITDA
  based on the projections delivered pursuant to Section 5.3 so
  long as such projections are satisfactory to Agent (or if such projections
  are not satisfactory to Agent or Borrowers fail to timely deliver such
  projections, an amount reasonably determined by Agent but in no event less
  than $10,600,000 for each fiscal quarter in fiscal year 2010, $11,100,000 for
  the first fiscal quarter of fiscal year 2011, $11,600,000 for the second
  fiscal quarter of fiscal year 2011, $12,000,000 for the third fiscal quarter
  of fiscal year 2011, and $12,500,000 for the fourth fiscal quarter of fiscal
  year 2011), unless in any such case otherwise agreed to in writing by Agent,
  Required Lenders and Borrowers

  	
   

  	
  For the 12 month period
  ending each fiscal quarter thereafter

  



 


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2.02.2.           New Section 6.16(d).  Section 6.16 of the Credit Agreement is
hereby amended by adding the following new clause (d) at the end thereof:


 


(d)                                  Minimum Fixed Charge
Coverage Ratio.  Fail to achieve
Fixed Charge Coverage
Ratio, measured on a quarterly basis, of at least the required ratio set forth
in the following table for the applicable period set forth opposite thereto:


 


	
  Applicable Ratio

  	
   

  	
  Applicable Period

  
	
   

  	
   

  	
   

  
	
  1.00:1.00

  	
   

  	
  For the 12 month period
  ending June 30, 2009

  
	
   

  	
   

  	
   

  
	
  1.00:1.00

  	
   

  	
  For the 12 month period
  ending September 30, 2009

  
	
   

  	
   

  	
   

  
	
  1.00:1.00

  	
   

  	
  For the 12 month period
  ending December 31, 2009

  
	
   

  	
   

  	
   

  
	
  1.00:1.00

  	
   

  	
  For the 12 month period
  ending each fiscal quarter thereafter

  



 


2.03.                     Definition of Base LIBOR Rate in
Schedule 1.1.  The definition
of “Base LIBOR Rate” in Schedule 1.1 to the Credit Agreement is hereby
amended by deleting clause (a) thereof and inserting “(a) 3.00
percentage points per annum” in lieu thereof with respect to all sums outstanding on and after the
Effective Date.


 


2.04.                     Definition of Base Rate in
Schedule 1.1.  The definition
of “Base Rate” in Schedule 1.1 to the Credit Agreement is hereby amended
by deleting clause (a) thereof and inserting “(a) 5.75 percentage
points per annum” in lieu thereof with respect to all sums outstanding on and after the
Effective Date.


 


2.05.                     Definition of Base Rate Margin in
Schedule 1.1.  The definition
of “Base Rate Margin” in Schedule 1.1 to the Credit Agreement is hereby
amended by deleting it in its entirety and inserting the following in lieu
thereof with respect
to all sums outstanding on and after the Effective Date:


 


“Base Rate Margin”
means, as of any date of determination:


 


(a)                                  For the period
from and including the Fourteenth Amendment Effective Date to but excluding the
effective date of any determination of the Base Rate Margin pursuant to clause (c) below,
3.50 percentage points per annum (the “Initial Base Rate Margin”).


 


(b)                                 Thereafter, so long
as no Event of Default has occurred and is continuing, the relevant Base Rate
Margin set forth in the table below that corresponds to the applicable 


 


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TTM
EBITDA of Parent and its Subsidiaries set forth opposite thereto
(as determined in accordance with clause (c) below).  At any time that an Event of Default has
occurred and is continuing, the “Base Rate Margin” shall be reset to the
Initial Base Rate Margin.


 


	
  TTM EBITDA

  	
   

  	
  Base Rate Margin

  
	
   

  	
   

  	
   

  
	
  Less than or equal to
  $10,000,000

  	
   

  	
  3.50
  percentage points

  
	
   

  	
   

  	
   

  
	
  Greater than $10,000,000
  but less than or equal to $13,000,000

  	
   

  	
  3.00
  percentage points

  
	
   

  	
   

  	
   

  
	
  Greater than $13,000,000

  	
   

  	
  2.50
  percentage points

  



 


(c)                                  The Base Rate
Margin shall be determined from time to time pursuant to clause (b) above
on the first day of the month following the date on which Parent delivers to
Agent a quarterly Compliance Certificate in accordance with Section 5.3,
commencing with the delivery by Parent of the Compliance Certificate for the
fiscal quarter of Parent ended September 30, 2007.  In the event that a quarterly Compliance
Certificate is not provided to Agent in accordance with Section 5.3,
the Base Rate Margin shall be set at the Initial Base Rate Margin as of the
first day of the month following the date on which such quarterly Compliance
Certificate was required to be delivered until the date on which such quarterly
Compliance Certificate is delivered (on which date (but not retroactively),
without constituting a waiver of any Default or Event of Default arising as a
result of Parent’s and Borrowers’ failure to timely deliver such quarterly
Compliance Certificate, the Base Rate Margin shall be set at the relevant Base
Rate Margin set forth in the table above based upon the calculation of TTM
EBITDA of Parent and its Subsidiaries set forth in such quarterly Compliance
Certificate).  If the aforementioned
financial statements are at any time restated or otherwise revised (including
as a result of an audit) or if the information set forth in such financial
statements otherwise proves to be false or incorrect such that the Base Rate
Margin would have been higher than was otherwise in effect during any period,
without constituting a waiver of any Default or Event of Default arising as a
result thereof, interest due under the Agreement shall immediately be
recalculated at such higher rate for any applicable periods and shall be due
and payable on demand.


 


2.06.                     Definition of Borrowing Base in
Schedule 1.1.  The definition
of “Borrowing Base” in Schedule 1.1 to the Credit Agreement is hereby
amended by deleting “$25,000,000” in clause (a)(i)(b) thereof and
inserting “$15,000,000” in lieu thereof.


 


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2.07.                     Definition of EBITDA in Schedule
1.1.  The definition of “EBITDA” in Schedule
1.1 to the Credit Agreement is hereby amended by deleting it in its
entirety and inserting the following in lieu thereof:


 


“EBITDA” means,
with respect to any fiscal period, Parent’s and its Subsidiaries’ consolidated
net earnings (or loss), minus (a) without duplication and to the extent
included in determining Parent’s and its Subsidiaries’ consolidated net
earnings (or loss) for such period, the sum for such period of (i) extraordinary
gains and (ii) interest income (excluding interest income related to any
Exit Strategy Program), in the case of each of clauses (a)(i) and (a)(ii) above
determined on a consolidated basis in accordance with GAAP, plus (b) without
duplication and to the extent deducted in determining Parent’s and its
Subsidiaries’ consolidated net earnings (or loss) for such period, the sum for
such period of (i) interest expenses, (ii) income taxes, (iii) depreciation
and amortization, (iv) restructuring charges incurred during the fiscal
year ended June 30, 2008 in an aggregate amount not to exceed $2,750,000, (v) restructuring
charges incurred during the fiscal year ended June 30, 2009 in an
aggregate amount not to exceed $1,500,000 (provided that no amount under
this clause (v) shall be added back for purposes of calculating EBITDA
unless and until Agent has received satisfactory documentation and other
evidence relating to any such restructuring charges), (vi) restructuring
charges incurred during the fiscal year ended June 30, 2010 in an aggregate
amount not to exceed $5,000,000 (provided that no amount under this
clause (vi) shall be added back for purposes of calculating EBITDA unless
and until Agent has received satisfactory documentation and other evidence
relating to any such restructuring charges), (vii) non-cash losses
incurred in connection with the Exit Strategy Program solely to the extent such
losses are reimbursable to Parent or one of its Subsidiaries under insurance
policies with AIG (or another insurer), and (viii) non-cash goodwill
impairment charges and non-cash dividend and preferred stock accretion charges,
in the case of each of clauses (b)(i) through and including (b)(viii) above,
determined on a consolidated basis in accordance with GAAP.


 


2.08.                     New Definition of Fixed Charges
in Schedule 1.1.  Schedule 1.1
to the Credit Agreement is hereby amended by adding the following new
definition of “Fixed Charges” in proper alphabetical order:


 


“Fixed Charges”
means, with respect to any fiscal period and with respect to Parent determined
on a consolidated basis in accordance with GAAP, the sum, without duplication,
of (a) cash Interest Expense paid during such period, (b) principal
payments in respect of Indebtedness that are required to be paid during such
period, and (c) all federal, state, and local income taxes paid in cash
during such period (less any refunds received in cash during such period in
respect of any such federal, state or local income taxes).


 


2.09.                     New Definition of Fixed Charge
Coverage Ratio in Schedule 1.1.  Schedule 1.1 to the Credit Agreement
is hereby amended by adding the following new definition of “Fixed Charge
Coverage Ratio” in proper alphabetical order:


 


“Fixed Charge Coverage
Ratio” means, with respect to Parent for any period, the ratio of (a) EBITDA
for such period, minus the actual amount paid by Borrower and its 


 


5

















 


Subsidiaries in cash on
account of Capital
Expenditures during such period, plus Qualified
Cash as of the last day of such period, to (b) Fixed Charges for such
period.


 


2.10.                     New Definition of Fourteenth
Amendment Effective Date in Schedule 1.1.  Schedule 1.1 to the Credit Agreement
is hereby amended by adding the following new definition of “Fourteenth
Amendment Effective Date” in proper alphabetical order:


 


“Fourteenth Amendment
Effective Date” means the “Effective Date” under the Fourteenth Amendment
to Credit Agreement dated as of May 29, 2009, among the Administrative
Borrower, Agent and the Lenders party thereto.


 


2.11.                     Definition of LIBOR Rate Margin
in Schedule 1.1.  The definition
of “LIBOR Rate Margin” in Schedule 1.1 to the Credit Agreement is hereby
amended by deleting it in its entirety and inserting the following in lieu
thereof with respect
to all sums outstanding on and after the Effective Date:


 


“LIBOR Rate Margin”
means, as of any date of determination:


 


(a)                                  For the period
from and including the Fourteenth Amendment Effective Date to but excluding the
effective date of any determination of the LIBOR Rate Margin pursuant to clause
(c) below, 4.50 percentage points per annum (the “Initial LIBOR Rate
Margin”).


 


(b)                                 Thereafter, so
long as no Event of Default has occurred and is continuing, the relevant LIBOR
Rate Margin set forth in the table below that corresponds to the applicable TTM
EBITDA of Parent and its Subsidiaries set forth opposite thereto
(as determined in accordance with clause (c) below).  At any time that an Event of Default has
occurred and is continuing, the “LIBOR Rate Margin” shall be reset to the
Initial LIBOR Rate Margin.


 


	
  TTM EBITDA

  	
   

  	
  LIBOR Rate Margin

  
	
   

  	
   

  	
   

  
	
  Less than or equal to
  $10,000,000

  	
   

  	
  4.50
  percentage points

  
	
   

  	
   

  	
   

  
	
  Greater than $10,000,000
  but less than or equal to $13,000,000

  	
   

  	
  4.00
  percentage points

  
	
   

  	
   

  	
   

  
	
  Greater than $13,000,000

  	
   

  	
  3.50
  percentage points

  



 


(c)                                  The LIBOR Rate
Margin shall be determined from time to time pursuant to clause (b) above
on the first day of the month following the date on which Parent delivers to 


 


6

















 


Agent a quarterly Compliance
Certificate in accordance with Section 5.3, commencing with the
delivery by Parent of the Compliance Certificate for the fiscal quarter of
Parent ended September 30, 2007.  In
the event that a quarterly Compliance Certificate is not provided to Agent in
accordance with Section 5.3, the LIBOR Rate Margin shall be set at
the Initial LIBOR Rate Margin as of the first day of the month following the
date on which such quarterly Compliance Certificate was required to be
delivered until the date on which such quarterly Compliance Certificate is
delivered (on which date (but not retroactively), without constituting a waiver
of any Default or Event of Default arising as a result of Parent’s and
Borrowers’ failure to timely deliver such quarterly Compliance Certificate, the
LIBOR Rate Margin shall be set at the relevant LIBOR Rate Margin set forth in
the table above based upon the calculation of TTM EBITDA of Parent and its
Subsidiaries set forth in such quarterly Compliance Certificate).  If the aforementioned financial statements
are at any time restated or otherwise revised (including as a result of an
audit) or if the information set forth in such financial statements otherwise
proves to be false or incorrect such that the LIBOR Rate Margin would have been
higher than was otherwise in effect during any period, without constituting a
waiver of any Default or Event of Default arising as a result thereof, interest
due under the Agreement shall immediately be recalculated at such higher rate
for any applicable periods and shall be due and payable on demand.


 


2.12.                     Definition of Maximum Revolver
Amount in Schedule 1.1.  The definition of “Maximum Revolver Amount”
in Schedule 1.1 to the Credit Agreement is hereby amended by deleting it
in its entirety and inserting the following in lieu thereof:


 


“Maximum
Revolver Amount” means (a) at any time prior to a Successful
Syndication, $50,000,000 less the Syndication Reserve and (b) at any time
from and after a Successful Syndication, $50,000,000 less the Post-Syndication
Reserve.


 


2.13.                     New Definition of
Post-Syndication Reserve in Schedule 1.1.  Schedule 1.1 to the Credit Agreement
is hereby amended by adding the following new definition of “Post-Syndication
Reserve” in proper alphabetical order:


 


“Post-Syndication Reserve”
means a reserve established and maintained by Agent from and after the
occurrence of a Successful Syndication in an amount equal to $5,000,000 (provided
that if the aggregate amount of additional Total Commitments raised in a
Successful Syndication shall be less than $15,000,000, then the amount of such
reserve shall be equal to $15,000,000 minus the aggregate amount of additional
Total Commitments raised in such syndication), such reserve to be maintained or
released in the Permitted Discretion of Agent.


 


2.14.                     New Definition of Successful
Syndication in Schedule 1.1.  Schedule 1.1 to the Credit Agreement
is hereby amended by adding the following new definition of “Successful
Syndication” in proper alphabetical order:


 


“Successful
Syndication” means that, after the Fourteenth Amendment Effective Date ,
one or more financial institutions shall have agreed to become a “Lender” under
the Credit


 


7
















 


Agreement such that the aggregate Total Commitments of
the Lenders, after giving effect to such syndication, shall be greater than
$35,000,000.


 


2.15.                     New Definition of Syndication
Reserve in Schedule 1.1.  Schedule 1.1 to the Credit Agreement
is hereby amended by adding the following new definition of “Syndication
Reserve” in proper alphabetical order:


 


“Syndication Reserve”
means a reserve established and maintained by Agent prior to the occurrence of
a Successful Syndication in an amount equal to $15,000,000, such reserve to be
automatically released upon (and only upon) the occurrence of a Successful
Syndication.


 


2.16.                     Amendments to Schedule 5.3 of the
Credit Agreement.  The left hand
column in the third row of the table in Schedule 5.3 to the Credit Agreement
relating to Parent’s Projections is hereby amended by deleting it in its
entirety and inserting “as soon as available, but in any event within 30 days
after the start of each of Parent’s fiscal years (i.e., on or prior to July 31
of each year)” in lieu thereof.


 


2.17.                     Amendment to Schedule C-1.  Schedule C-1 to the Credit Agreement
is hereby amended by deleting it in its entirety and replacing it with the new Schedule
C-1 attached as Annex A hereto.


 


2.18.                     Amendment to Exhibit B-1.  Exhibit B-1 to the Credit
Agreement is hereby amended by deleting it in its entirety and replacing it
with the new Exhibit B-1 attached as Annex B hereto.


 


Section 3.                                          Representations
and Warranties.  In order to induce
Agent and the Lenders to enter into this Fourteenth 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 Fourteenth
Amendment and at and as of the Effective Date and both prior to and after
giving effect to this Fourteenth 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 Fourteenth Amendment and both prior to and
after giving effect to this Fourteenth 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 Fourteenth
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 Fourteenth 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.


 


8

















 


3.04.                     No Conflict.  The execution, delivery and performance by
Administrative Borrower (on behalf of itself and all of the other Borrowers) of
this Fourteenth 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.


 


3.05.                     Binding Effect.  This Fourteenth 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 Fourteenth 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 Fourteenth
Amendment. 
Each of the parties hereto shall have executed an original counterpart
of this Fourteenth 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 $50,000.


 


4.03.                     Convertible Preferred Equity
Infusion.  Borrowers shall
have provided satisfactory evidence to Agent that additional Convertible
Preferred Equity shall have been invested in Parent from equity providers
satisfactory to Agent, in an aggregate amount of at least $15,000,000 and in a
form (and pursuant to documentation) satisfactory to Agent and its
counsel.  This Section 4.03
shall be deemed satisfied upon execution by Agent of this Fourteenth Amendment.


 


4.04.                     Amendment of Subordination
Agreement.  Each of the
parties to that certain Subordination Agreement dated as of July 19, 2006
among Federal Partners, L.P. and Agent shall have executed an original
counterpart of the First Amendment to the Subordination Agreement, in form and
substance satisfactory to Agent, and shall have delivered (including by way of
telefacsimile or electronic mail) the same to Agent.


 


4.05.                     Amendment of Fee Letter.  Each of the parties thereto shall have
executed an original counterpart of the First Amendment to the Fee Letter, in
form and substance satisfactory 


 


9

















 


to
Agent, and shall have delivered (including by way of telefacsimile or
electronic mail) the same to Agent.


 


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


 


4.07.                     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.


 


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


 


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


 


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5.04.                     Governing Law.  THIS FOURTEENTH 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 Fourteenth 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
Fourteenth Amendment in any jurisdiction.


 


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


 


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


 


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 Fourteenth Amendment and any document
required to be furnished herewith.


 


5.10.                     Integration.  This Fourteenth 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 Fourteenth 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 Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Jason P. Shanahan

  
	
   

  	
   

  	
  Name: 

  	
  Jason P. Shanahan

  
	
   

  	
   

  	
  Title: 

  	
  Vice President

  
						



 


[SIGNATURE PAGE OF FOURTEENTH AMENDMENT]


 

















 


Annex A to Fourteenth
Amendment


Schedule C-1


 


Commitments


 


	
  Lender

  	
   

  	
  Revolver Commitment

  	
   

  	
  Total Commitment

  	
   

  
	
  Wells
  Fargo Foothill, Inc.

  	
   

  	
  $

  	
  35,000,000.00

  	
   

  	
  $

  	
  35,000,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  All
  Lenders

  	
   

  	
  $

  	
  35,000,000.00

  	
   

  	
  $

  	
  35,000,000.00

  	
   

  



 

















 


Annex B to Fourteenth
Amendment


Exhibit B-1


 


Form of Borrowing
Base Certificate


 


See attached.