Exhibit 10.3


 




 





 


AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT


 


 


dated as of March 31, 2004


 


 


by and among


 


 


TRC COMPANIES, INC.,


CERTAIN SUBSIDIARIES LISTED ON THE SIGNATURE
PAGE HEREOF,


each as a Borrower and together the Borrowers


 


 


THE LENDERS LISTED ON THE SIGNATURE PAGES HEREOF,


as the Lenders


 


and


 


WACHOVIA BANK, NATIONAL ASSOCIATION


(formerly known as First Union National
Bank),


as Sole Lead Arranger and Administrative
Agent


 


 




 





	
  Prepared by:

  	
   

  	
  WINDELS MARX LANE & MITTENDORF, LLP

  
	
   

  	
   

  	
  120 Albany Street Plaza

  
	
   

  	
   

  	
  New Brunswick, New Jersey 08901

  
	
   

  	
   

  	
  Attn: 
  Francis J. Quinn

  



 


 

















 


TABLE OF CONTENTS


 


	
  SECTION 1.

  	
   

  	
  DEFINITIONS AND PRINCIPLES OF CONSTRUCTION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1.01

  	
   

  	
  Definitions

  	
   

  
	
  1.02

  	
   

  	
  Principles of Construction

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
   

  	
  AMOUNT AND TERMS OF CREDIT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.01

  	
   

  	
  Revolving
  Credit

  	
   

  
	
  2.02

  	
   

  	
  Revolving Credit Payment and Maturity; Extension of Maturity

  	
   

  
	
  2.03

  	
   

  	
  Procedure for Revolving Credit Loan Borrowings

  	
   

  
	
  2.04

  	
   

  	
  Reduction of Commitment

  	
   

  
	
  2.05

  	
   

  	
  Swingline
  Loans

  	
   

  
	
  2.06.

  	
   

  	
  Procedures for Swingline Loans

  	
   

  
	
  2.07

  	
   

  	
  Interest

  	
   

  
	
  2.08

  	
   

  	
  Conversions and Continuations

  	
   

  
	
  2.09

  	
   

  	
  Letters of Credit

  	
   

  
	
  2.10

  	
   

  	
  Letter of Credit Requests

  	
   

  
	
  2.11

  	
   

  	
  Letter of Credit Participations

  	
   

  
	
  2.12

  	
   

  	
  Agreement to Repay Letter of Credit
  Drawings

  	
   

  
	
  2.13

  	
   

  	
  Indemnification; Nature of Agent’s Duties

  	
   

  
	
  2.14

  	
   

  	
  Increased Costs; Illegality; Capital
  Adequacy; Funding Losses

  	
   

  
	
  2.15

  	
   

  	
  Computation

  	
   

  
	
  2.16

  	
   

  	
  Security

  	
   

  
	
  2.17

  	
   

  	
  Increase of the Commitments and Maximum Available Revolving Credit
  Amount

  	
   

  
	
  2.18

  	
   

  	
  Adjustment of Obligations

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
   

  	
  FEES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3.01

  	
   

  	
  Unused Fee

  	
   

  
	
  3.02

  	
   

  	
  Letter
  of Credit Fee

  	
   

  
	
  3.03

  	
   

  	
  Letter of Credit Processing Fee

  	
   

  
	
  3.04

  	
   

  	
  Agent’s Fees

  	
   

  
	
  3.05

  	
   

  	
  Amendment Fee

  	
   

  
	
  3.06

  	
   

  	
  Upfront Fee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.

  	
   

  	
  PREPAYMENTS AND PAYMENTS GENERALLY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4.01

  	
   

  	
  Voluntary
  Prepayments

  	
   

  
	
  4.02

  	
   

  	
  Mandatory
  Prepayments

  	
   

  
	
  4.03

  	
   

  	
  Application of Mandatory Prepayments

  	
   

  
	
  4.04

  	
   

  	
  General Provisions as to Payments

  	
   

  
	
  4.05

  	
   

  	
  Net Payments

  	
   

  
	
  4.06

  	
   

  	
  Debiting of Account

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.

  	
   

  	
  CONDITIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  5.01

  	
   

  	
  Documents Required for Effectiveness of
  Agreement

  	
   

  
	
  5.02

  	
   

  	
  Requirements for Any Advance and Issuance of Letter of Credit

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
   

  	
  REPRESENTATIONS AND WARRANTIES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.01

  	
   

  	
  Organization; Authority

  	
   

  
	
  6.02

  	
   

  	
  Use of Proceeds; Margin Regulation

  	
   

  



 


i

















 


	
  6.03

  	
   

  	
  Specific Financial Statements

  	
   

  
	
  6.04

  	
   

  	
  Litigation

  	
   

  
	
  6.05

  	
   

  	
  No Materially Adverse Contracts, Etc.

  	
   

  
	
  6.06

  	
   

  	
  Compliance with Other Instruments, Laws,
  Etc.

  	
   

  
	
  6.07

  	
   

  	
  ERISA

  	
   

  
	
  6.08

  	
   

  	
  Tax Status

  	
   

  
	
  6.09

  	
   

  	
  Compliance with Statutes, etc

  	
   

  
	
  6.10

  	
   

  	
  No Authorizations or Approvals

  	
   

  
	
  6.11

  	
   

  	
  Holding Company and Investment Company Acts

  	
   

  
	
  6.12

  	
   

  	
  Subsidiaries

  	
   

  
	
  6.13

  	
   

  	
  Intellectual Property, etc

  	
   

  
	
  6.14

  	
   

  	
  Labor Matters

  	
   

  
	
  6.15

  	
   

  	
  Assets and Properties

  	
   

  
	
  6.16

  	
   

  	
  Insurance

  	
   

  
	
  6.17

  	
   

  	
  True and Complete Disclosure

  	
   

  
	
  6.18

  	
   

  	
  Absence of Financing Statements, Etc.

  	
   

  
	
  6.19

  	
   

  	
  Perfection of Security Interest

  	
   

  
	
  6.20

  	
   

  	
  Certain Transactions

  	
   

  
	
  6.21

  	
   

  	
  Environmental Compliance

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.

  	
   

  	
  AFFIRMATIVE COVENANTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7.01

  	
   

  	
  Records and Accounts

  	
   

  
	
  7.02

  	
   

  	
  Financial Statements, Certificates and Information

  	
   

  
	
  7.03

  	
   

  	
  Compliance Certificates

  	
   

  
	
  7.04

  	
   

  	
  Corporate Existence and Conduct of Business

  	
   

  
	
  7.05

  	
   

  	
  Maintenance of Properties

  	
   

  
	
  7.06

  	
   

  	
  Insurance

  	
   

  
	
  7.07

  	
   

  	
  Taxes

  	
   

  
	
  7.08

  	
   

  	
  Inspection of Properties, Books, and Contracts

  	
   

  
	
  7.09

  	
   

  	
  Compliance with Laws, Licenses and Permits

  	
   

  
	
  7.10

  	
   

  	
  Pension Plans

  	
   

  
	
  7.11

  	
   

  	
  Further Assurances

  	
   

  
	
  7.12

  	
   

  	
  Notice of Potential Claims or Litigation

  	
   

  
	
  7.13

  	
   

  	
  Other Notices

  	
   

  
	
  7.14

  	
   

  	
  New Borrowers

  	
   

  
	
  7.15

  	
   

  	
  Deposit Relationships

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.

  	
   

  	
  NEGATIVE COVENANTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8.01

  	
   

  	
  Restrictions on Indebtedness

  	
   

  
	
  8.02

  	
   

  	
  Restrictions on Liens

  	
   

  
	
  8.03

  	
   

  	
  Restrictions on Investments

  	
   

  
	
  8.04

  	
   

  	
  Merger, Consolidation and Acquisition

  	
   

  
	
  8.05

  	
   

  	
  Sale and Leaseback

  	
   

  
	
  8.06

  	
   

  	
  Sales
  of Assets

  	
   

  
	
  8.07

  	
   

  	
  Covereage
  Ratio

  	
   

  
	
  8.08

  	
   

  	
  Leverage
  Ratio

  	
   

  
	
  8.09

  	
   

  	
  Current Assets to Total Liabilities Ratio

  	
   

  
	
  8.10

  	
   

  	
  Net Worth

  	
   

  
	
  8.11

  	
   

  	
  Restrictions
  on Negative Pledges

  	
   

  
	
  8.12

  	
   

  	
  Distributions

  	
   

  
	
  8.13

  	
   

  	
  Exit Strategy Projects

  	
   

  
	
  8.14

  	
   

  	
  Use of Proceeds

  	
   

  
	
  8.15

  	
   

  	
  Change Fiscal Year

  	
   

  



 


ii

















 


	
  8.16

  	
   

  	
  Regarding the  Specified
  Preferred Stock

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9.

  	
   

  	
  EVENTS OF DEFAULT AND REMEDIES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9.01

  	
   

  	
  Events
  of Default

  	
   

  
	
  9.02

  	
   

  	
  Right of Set-off.

  	
   

  
	
  9.03

  	
   

  	
  Sharing of Payments, Etc

  	
   

  
	
  9.04

  	
   

  	
  Turnover of Property held by Affiliate

  	
   

  
	
  9.05

  	
   

  	
  Remedies Cumulative; No Waiver

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 10.

  	
   

  	
  THE AGENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10.01

  	
   

  	
  Appointment

  	
   

  
	
  10.02

  	
   

  	
  Delegation of Duties

  	
   

  
	
  10.03

  	
   

  	
  Exculpatory Provisions

  	
   

  
	
  10.04

  	
   

  	
  Reliance
  by Agent

  	
   

  
	
  10.05

  	
   

  	
  Notice
  of Default

  	
   

  
	
  10.06

  	
   

  	
  Non-Reliance
  on Agent and Other Lenders

  	
   

  
	
  10.07

  	
   

  	
  Indemnification

  	
   

  
	
  10.08

  	
   

  	
  Agent in Its Individual Capacity

  	
   

  
	
  10.09

  	
   

  	
  Successor
  Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 11.

  	
   

  	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  11.01

  	
   

  	
  Notice, Etc.

  	
   

  
	
  11.02

  	
   

  	
  Costs and Expenses

  	
   

  
	
  11.03

  	
   

  	
  Payment
  Due on a Day Other Than a Business Day

  	
   

  
	
  11.04

  	
   

  	
  Governing Law

  	
   

  
	
  11.05

  	
   

  	
  Counterparts; Integration

  	
   

  
	
  11.06

  	
   

  	
  Amendment or Waiver

  	
   

  
	
  11.07

  	
   

  	
  Successors and Assigns

  	
   

  
	
  11.08

  	
   

  	
  Participations and Assignments

  	
   

  
	
  11.09

  	
   

  	
  Severability

  	
   

  
	
  11.10

  	
   

  	
  Consent to Jurisdiction and Service of Process

  	
   

  
	
  11.11

  	
   

  	
  Confidentiality; Publicity

  	
   

  
	
  11.12

  	
   

  	
  Indemnification

  	
   

  
	
  11.13

  	
   

  	
  Inconsistencies

  	
   

  
	
  11.14

  	
   

  	
  Headings

  	
   

  
	
  11.15

  	
   

  	
  Exhibits and Annexes

  	
   

  
	
  11.16

  	
   

  	
  Judicial Proceeding; Waivers

  	
   

  
	
  11.17

  	
   

  	
  Joint and Several Liability

  	
   

  
	
  11.18

  	
   

  	
  Execution Certification

  	
   

  
	
  11.19

  	
   

  	
  Affirmation of Obligations

  	
   

  
	
  11.20

  	
   

  	
  Joinder to Security Agreement

  	
   

  



 


iii

















 


AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT


 


THIS AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT is made as of this 31st day of March, 2004,
by and among TRC COMPANIES, INC., a
Delaware corporation (“TRC”),
the
SUBSIDIARIES listed on the
signature pages hereof (TRC and such subsidiaries are each referred to herein
as a “Borrower” and
collectively referred to herein as the “Borrowers”),
the LENDERS from time to time
party hereto and WACHOVIA BANK, NATIONAL
ASSOCIATION (formerly known as First Union National Bank), as sole
lead arranger and administrative agent (in such capacity the  “Agent”).


 


RECITALS


 


WHEREAS, the
borrowers signatory thereto and the lenders signatory thereto, and Agent, as
agent for said lenders, are parties to a Revolving Credit Agreement, dated as
of March 25, 2002, as amended by Amendment No. 1 thereto, dated as of
August 30, 2002, as further amended by Amendment No. 2 thereto, dated as
of September 16, 2002, as further amended by Amendment No. 3 thereto,
dated as of February 14, 2003 and as further amended by Amendment No. 4
thereto, dated as of June 30, 2003 (such agreement as amended, the “Original Credit Agreement”);


 


WHEREAS, pursuant to
the Original Credit Agreement, the Lenders agreed to make certain loans and
other extensions of credit to the Borrowers thereto;


 


WHEREAS, the
Borrowers and the Lenders desire to (i) increase the Maximum Available
Revolving Credit Amount to up to $60,000,000, (ii) add Union Bank of
California, N.A., as a Lender party to the Original Credit Agreement, and (iii)
modify certain other terms and conditions herein set forth;


 


WHEREAS, to
accommodate the aforementioned modifications to the Original Credit Agreement,
each of the parties hereto wishes to and agrees to amend and restate the
Original Credit Agreement on the terms and conditions set forth herein;


 


NOW THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged and intending to be legally bound hereby, the parties hereto
agree that the Original Credit Agreement shall be amended and restated in its
entirety to read as follows:


 


SECTION 1.  DEFINITIONS
AND PRINCIPLES OF CONSTRUCTION.


 


1.01                        Definitions  . 
Unless the context requires otherwise, the following terms used throughout
this Agreement shall have the meanings assigned to such terms below (such
meanings to be equally applicable to both the singular and plural number of the
terms defined):


 


1

















 


“Administrative
Reply Form” shall
mean that certain Administrative Details Reply Form furnished by the Agent to
each Lender, and completed and submitted by each Lender to the Agent from time
to time.


 


“Affiliate” shall mean, as
applied to any Person, any other Person that directly or indirectly controls,
is controlled by, or is under common control with, that Person.  For purposes of this definition, “control”
(including, with correlative meanings, the terms “controlling”, “controlled by”
and “under common control with”), as applied to any Person, shall mean the
possession, directly or indirectly, of the power to vote ten percent (10%) or
more of the securities or other ownership interests having voting power for the
election of directors (or other persons performing similar functions) of such
Person or otherwise to direct or cause the direction of the management and
policies of that Person, whether through the ownership of voting securities or
by contract or otherwise.


 


“Agent” shall mean
Wachovia Bank, National Association (formerly known as First Union National
Bank), in its capacity as sole lead arranger and administrative agent for the
Lenders hereunder, and its successors in such capacity.


 


“Agreement” shall mean
this Amended and Restated Revolving Credit Agreement, as the same may be from
time to time modified, amended and/or supplemented.


 


“Applicable Margin” shall
mean (A) with respect to Base Rate Loans, 0 basis points (0.00%),
(B) with respect to LIBOR Loans, 170 basis points (1.70%) and (C) as
used to determine the unused fee pursuant to Section 3.01 hereof, 25 basis
points (0.25%); subject, however, to adjustment in accordance with
the following pricing schedule determined by reference to the Leverage
Ratio of the Borrowers based on the results reported on the then most recently
received financial statements delivered by the Borrowers pursuant to
Section 7.02(a) and (b) hereof, as the case may be, for the Test Period
ending as of the last day of the fiscal period reported in said statements:


 


	
  Level

  	
   

  	
  If Such Ratio Is:

  	
   

  	
  Applicable Margin for

  Base Rate Loans

  	
   

  	
  Applicable Margin for

  LIBOR Loans

  	
   

  	
  Applicable Margin for

  Unused Fees

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  I

  	
   

  	
  Less than 1.00 to 1.00

  	
   

  	
  minus 50 basis points (-0.50%)

  	
   

  	
  plus 145 basis points (1.45%)

  	
   

  	
  plus 25 basis points (.25%)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  II

  	
   

  	
  Greater than or equal to 1.00 to 1.00; but less than 2.00 to 1.00

  	
   

  	
  0 basis points (.00%)

  	
   

  	
  plus 170 basis points (1.70%)

  	
   

  	
  plus 25 basis points (.25%)

  	
   

  



 


Adjustments, if any, to the Applicable Margin shall be made by the
Agent effective as of the tenth (10th) Business Day after receipt by
the Agent and the Lenders of the compliance certificate required pursuant to
Section 7.03 hereof.


 


Notwithstanding the foregoing, at all times during which there exists a
Default or Event of Default, the Applicable Margin (A) with respect to
Base Rate Loans and LIBOR Loans, shall be


 


2

















 


determined by reference to 2.07(a), and (B) as used to determine
the unused fee pursuant to Section 3.01 hereof, shall be plus 50 basis points (.50%).


 


“Assignment and Assumption Agreement”
shall have the meaning assigned to such term in Section 11.08 hereof.


 


“Availability” shall mean,
at any particular time, the amount by which the Maximum Available Revolving
Credit Amount at such time exceeds the sum of (A) Revolving Credit
Obligations and (B) the Swingline Obligations, at such time.


 


“Balance
Sheet Date” shall mean
June 30, 2003.


 


“Base
Rate” shall mean, as of any
date of determination, the higher of the (A) Prime Rate and the
(B) Federal Funds Rate plus
50 basis points (0.50%).


 


“Base Rate Loan”  shall mean any Loan that bears interest at
a rate of interest based upon the Base Rate.


 


“Business Day” shall mean
any day other than a Saturday, a Sunday, or a day on which the Agent and the
Lenders are authorized or obligated by law or executive order to be closed.


 


“Capital Expenditures”
shall mean, with respect to any Person, without duplication and for any period,
the aggregate value attributed in accordance with GAAP, to acquisitions during
such period by such Person of any asset, tangible or intangible, or
replacements or substitutions therefor or additions thereto which such Person
treated as a non-current asset on such Person’s financial statements,
including, without limitation, the acquisition or construction of assets having
a useful life of more than one year.


 


“Capitalized Lease” shall
mean any lease with respect to which the obligation to pay rent or other
amounts constitutes Capitalized Lease Obligations.


 


“Capitalized Lease Obligations”
shall mean obligations to pay rent or other amounts under a lease of (or other
agreement conveying the right to use) real and/or personal property which
obligations are required to be classified and accounted for as capital leases
on a balance sheet in accordance with GAAP.


 


“Change of Control” shall
mean the acquisition by any Person, or two or more Persons acting in concert,
of beneficial ownership (within the meaning of Rule 13d-3 of the SEC under the
Securities Exchange Act of 1934) of greater than 50% of the outstanding shares
of voting stock of any Borrower.


 


“Closing Date” shall mean
the date on which all of the conditions set forth in Section 5.01 hereof
have been fulfilled.


 


“Code” shall mean the
Internal Revenue Code of 1986, as amended.


 


3

















 


“Collateral” shall have the meaning assigned to such
term in the Security Agreement.


 


“Commitment” shall mean,
with respect to each Lender, the amount set forth opposite each Lender’s name
on SCHEDULE “A”
attached hereto, which is such Lender’s Pro Rata Share of the Maximum Available
Revolving Credit Amount that such Lender has agreed to advance hereunder, as
the same may be (i) reduced from time to time pursuant to
Section 2.04 hereof or (ii) adjusted from time to time as a result of
assignments to and from the Lenders pursuant to Section 11.08 hereof and
increases in the Commitments pursuant to Section 2.17 hereof. “Commitments” shall mean the aggregate of
each Commitment of each Lender hereunder, and shall include (without
duplication) the Swingline Commitment of the Swingline Lender.


 


“Consolidated” or “consolidated”
shall mean, with reference to any term defined herein, an accounting
presentation which includes TRC and each other Borrower consolidated in accordance
with GAAP, after eliminating all intercompany items.


 


“Consolidated
CPLTD” shall mean, with respect to the Borrowers, the
current maturities (whether by scheduled principal payment, amortization,
mandatory prepayment, sinking fund obligations or otherwise) due on all of the
Borrowers’ Consolidated Funded Debt that by the terms of such debt has a term
(whether by stated maturity, termination date or renewal or extension features
exercisable at the option of the applicable Borrower) in excess of one year, or
otherwise characterized as long term debt in accordance with GAAP.  For the avoidance of doubt, the Revolving
Credit Obligations shall not be included in the calculation of Consolidated
CPLTD, whether or not such obligations are at anytime considered current
maturities.


 


“Consolidated Current Assets” shall mean all
assets of the Borrowers, on a consolidated basis, which may properly be
classified as current assets in accordance with GAAP.


 


“Consolidated EBITDA” shall mean, for any period, the consolidated
net income (or deficit) of the Borrowers, determined in accordance with GAAP, plus to the extent deducted in computing
consolidated net income (or deficit) for such period (a) interest expense, (b)
income taxes and (c) depreciation and amortization.


 


“Consolidated
Funded Debt” shall
mean, with respect to the Borrowers, all Indebtedness, including Capitalized
Lease Obligations and indebtedness in respect of standby letters of credit to
support financial obligations, incurred through the borrowing of money or the
obtaining of credit, whether or not the same may appear on a consolidated
balance sheet of the Borrowers prepared in accordance with GAAP.


 


“Consolidated Net Worth” shall mean the
excess of Consolidated Total Assets over Consolidated Total Liabilities,
determined in accordance with GAAP.  For
the avoidance of doubt, Consolidated Net Worth shall be determined without
consideration of the Specified Preferred Stock.


 


4

















 


“Consolidated Total Assets” shall mean all
assets of the Borrowers, on a consolidated basis, determined in accordance with
GAAP.


 


“Consolidated Total Income Taxes” shall mean, for any period,
the aggregate amount of income taxes required to be accrued on all taxable
income.


 


“Consolidated Total Interest Expense” shall mean, for any
period, the aggregate amount of interest required to be paid or accrued by the
Borrowers during such period on all Indebtedness of the Borrowers outstanding
during all or any part of such period, whether such interest was or is required
to be reflected as an item of expense or capitalized.


 


“Consolidated Total Liabilities” shall mean
all liabilities of the Borrowers, on a consolidated basis, determined in
accordance with GAAP.  For the avoidance
of doubt, Consolidated Total Liabilities shall be determined without
consideration of the Specified Preferred Stock.


 


“Credit Documents” shall
mean this Agreement, each of the Revolving Credit Notes, the Swingline Note,
the Security Agreement, each Notice of Borrowing, each Letter of Credit Request
and all other credit accommodations, notes, loan agreements, guaranties,
security agreements, mortgages, instruments, pledge agreements, assignments,
acceptance agreements, commitments, facilities, reimbursement agreements and any
other agreements and documents, now or hereafter existing, creating,
evidencing, guaranteeing, securing or relating to any or all of the
Obligations, together with all amendments, supplements, modifications,
renewals, or extensions thereof.


 


“Default” shall mean any
event, act or condition which, with notice or the lapse of time, or both, would
constitute an Event of Default.


 


“Default Rate” shall have
the meaning assigned to such term in Section 2.07(a) hereof.


 


“Distribution” shall mean the declaration or payment of any
dividend on or in respect of any shares of any class of capital stock of any
Borrower, other than dividends payable solely in shares of common stock of a
Borrower; or the purchase, redemption, or other retirement of any shares of any
class of capital stock of any Borrower, directly or indirectly through a
Subsidiary or otherwise; the return of capital by any Borrower to its
shareholders as such; any other distribution on or in respect of any shares of
any class of capital stock of any Borrower.


 


“Drawings”  shall have the meaning assigned to such
term in Section 2.1(b) hereof.


 


“Earnout Payments”
shall mean any payments in cash actually paid by a Borrower that is (i) in
respect of obligations owing to certain equity holders or other principals of a
Borrower prior to the acquisition of said Borrower by TRC as additional
consideration to said holders and/or principal for the agreement to sell their
respective interest in said Borrower to


 


5

















 


TRC and (ii) based upon the objectively determined positive
financial performance of said Borrower subsequent to said acquisition.


 


“ERISA”  shall mean the Employee Retirement Income
Security Act of 1974, as amended from time to time.  Section references to ERISA are to ERISA, as in effect at
the date of this Agreement, and to any subsequent provisions of ERISA
amendatory thereof, supplemental thereto or substituted therefor.


 


“ERISA Affiliate” shall
mean any person (as defined in Section 3(9) of ERISA) which together with
the Borrower or any of its Subsidiaries would be deemed to be a “single
employer” within the meaning of Section 414 of the Code.


 


“Event of Default”  shall have the meaning assigned to such
term in Section 9 hereof.


 


“Environmental Laws” shall
have the meaning assigned to such term in Section 6.21(a) hereof.


 


“Environmental Remediation Liabilities”
shall mean the current and long-term portion of the amount of all liabilities
in respect of environmental remediation claims that are the responsibility of
the Borrowers that are otherwise included in the Consolidated Total
Liabilities.


 


“Existing Lenders” shall
have the meaning assigned to such term in Section 2.18 hereof.


 


“Existing Letter of Credit”  shall have the meaning assigned to such
term in Section 2.09 (b) hereof.


 


“Exit Strategy Projects” shall mean environmental clean-up
projects (including so called “brownfield
projects”) in which TRC or a Subsidiary assumes the liability of
Potentially Responsible Parties (“PRPs”)
for the cleanup of a Superfund or state hazardous waste site, provided that
PRPs have funded the cost of such cleanup pursuant to a fixed fee arrangement,
provided that the assumed liability is covered by an environmental insurance
policy issued by an insurance company having an A or better “Best” rating.


 


“Facility” shall mean
either of the three (3) facilities established under this Agreement, i.e., the Revolving Credit Facility, the
Swingline Facility and the Letter of Credit Facility.


 


“FASB”  shall mean the officially released written
statements of the Financial Accounting Standards Board in general usage from
time to time in the accounting profession in the United States.


 


“Federal Funds Rate”  shall mean, for any period, a fluctuating
interest rate equal for each day during such period to the weighted average of
the rates on overnight Federal Funds transactions with members of the Federal
Reserve System arranged by Federal Funds brokers, as


 


6

















 


published by the Federal Reserve Bank of New York on the Business Day
next preceding such day for amounts in immediately available funds or, if such
rate is not so published for any day for which the next preceding day is a
Business Day, the average of the quotations for such day on such transactions
received by the Agent from three (3) Federal Funds brokers of recognized
standing selected by the Agent.


 


“Funding Losses”  shall have the meaning assigned to such
term in Section 2.14(c) hereof.


 


“GAAP”  shall mean (i) when used in general, generally
accepted accounting principles which are (1) consistent with the
principles promulgated or adopted by the Financial Accounting Standards Board
and its predecessors or successors, in effect for the fiscal year ended on the
Balance Sheet Date and (2) such that a certified public accountant would,
insofar as the use of accounting principles is pertinent, be in a position to
deliver an unqualified opinion (other than a qualification regarding changes in
generally accepted accounting principles) as to financial statements in which
such principles have been properly applied; and (ii) when used with
reference to the Borrowers and/or any of their Subsidiaries, such principles
shall include (to the extent consistent with such principles) the accounting
practice of the Borrowers reflected in their financial statements for the year
ended on the Balance Sheet Date.


 


“Guaranteed Indebtedness”  shall mean, as to any Person, all
Indebtedness of the type referred to in clauses (i) through (ix) of the
definition of Indebtedness in this Agreement guaranteed directly or indirectly
in any manner by such Person, or in effect guaranteed directly or indirectly by
such Person through an agreement (i) to pay or purchase such Indebtedness
or to advance or supply funds for the payment or purchase of such Indebtedness,
(ii) to purchase, sell or lease (as lessee or lessor) property, or to
purchase or sell services, primarily for the purpose of enabling the debtor to
make payment of such Indebtedness or to assure the holder of such Indebtedness
against loss, (iii) to supply funds to or in any other manner invest in
the debtor (including any agreement to pay for property or services
irrespective of whether or not such property is received or such services are
rendered), or (iv) otherwise to assure a creditor against loss.


 


“Hazardous Waste” shall
have the meaning assigned to such term in Section 6.21(b) hereof.


 


“Immaterial Subsidiary”
shall mean any Subsidiary of a Borrower, or any Subsidiary of any such
Subsidiary that does not contribute assets nor liabilities in excess of $50,000
as reflected on any Consolidated balance sheet of TRC prepared in accordance
with GAAP.


 


“Indebtedness” shall mean all obligations,
contingent and otherwise, which in accordance with GAAP should be classified
upon the obligor’s balance sheet as liabilities, or to which reference should
be made by footnotes thereto, including, without limitation, in any event and
whether or not so classified: (i) all debt and similar monetary
obligations, whether direct or indirect; (ii) all liabilities secured by
any mortgage, pledge, security interest, lien, charge, or other encumbrance
existing on property owned or acquired subject thereto, whether or not the


 


7

















 


liability secured thereby shall have been assumed; and (iii) all
guarantees, endorsements and other contingent obligations whether direct or
indirect in respect of Indebtedness of others, including any obligation to
supply funds to or in any manner to invest in, directly or indirectly, the
debtor, to purchase Indebtedness, or to assure the owner of Indebtedness
against loss, through an agreement to purchase goods, supplies, or services for
the purpose of enabling the debtor to make payment of the Indebtedness held by
such owner or otherwise, and the obligations to reimburse the issuer of any
letters of credit, excluding obligations under leases classified as operating
leases under GAAP.


 


“Insurance Recoverable Assets”
shall mean the amount of all unrealized insurance recoverables in respect of
environmental remediation claims under the policies of insurance that inure to
the benefit of the Borrowers that are included in the Consolidated Current
Assets.


 


“Interest Period”  shall mean with respect to any LIBOR Loan:


 


(i)                                     initially, the
period commencing on the borrowing or conversion date, as the case may be, with
respect to such LIBOR Loan and ending one (1), two (2) or three (3) months
thereafter, as selected by the Borrowers either (a) two (2) LIBOR Business
Days before the Closing Date in the case of the initial LIBOR Loans (if any) to
be funded on that date, (b) in its Notice of Borrowing delivered pursuant
to Section 2.03(a) hereof, in the case of Revolving Credit Loans, or
(c) in either case, in its notice of conversion delivered pursuant to
Section 2.08(a) hereof, as the case may be, given with respect thereto;
and


 


(ii)                                  thereafter, each
period commencing on the last day of the next preceding Interest Period
applicable to such LIBOR Loan and ending one (1), two (2) or three (3) months
thereafter, as selected by the Borrowers in its notice of continuance delivered
pursuant to Section 2.08(b) hereof, with respect thereto;


 


provided that, all
of the foregoing provisions relating to Interest Periods are subject to the
following:


 


(i)                                     if any Interest
Period pertaining to a LIBOR Loan would otherwise end on a day that is not a
LIBOR Business Day, such Interest Period shall be extended to the next
succeeding LIBOR Business Day unless the result of such extension would be to
carry such Interest Period into another calendar month in which event such
Interest Period shall end on the immediately preceding LIBOR Business Day; and


 


(ii)                                  any Interest Period
pertaining to a LIBOR Loan that begins on the last LIBOR Business Day of a
calendar month (or on a day for which there is no numerically corresponding day
in the calendar month at the end of such


 


8

















 


Interest Period) shall end on the last LIBOR Business Day of a calendar
month.


 


“Investments” shall mean all cash expenditures made and all
liabilities incurred (contingently or otherwise) for the acquisition of stock,
all or substantially all of the assets of, or Indebtedness of, or for loans,
advances, capital contributions or transfers of property to, or in respect of
any guaranties (or other commitments as described under Indebtedness), or
obligations of, any Person.  In
determining the aggregate amount of Investments outstanding at any particular
time, (i) the amount of any Investment represented by a guaranty shall be
taken at not less than the principal amount of the obligations guaranteed and
still outstanding; (ii) there shall be included as an Investment all
interest accrued with respect to Indebtedness constituting an Investment unless
and until such interest is paid, (iii) there shall be deducted in respect
of each such Investment any amount received as a return of capital (but only by
repurchase, redemption, retirement, repayment, liquidating dividend or
liquidating distribution); (iv) there shall not be deducted in respect of
any Investment any amounts received as earnings on such Investment, whether as
dividends, interest or otherwise, except that accrued interest included as
provided in the foregoing clause (iii) may be deducted when paid; and
(v) there shall not be deducted from the aggregate amount of Investments
any decrease in the value thereof.


 


“Lender” shall mean each
Lender listed on SCHEDULE “A”
attached hereto, each assignee that becomes a Lender pursuant to
Section 11.08 hereof, and their respective successors and assigns..


 


“Letter of Credit”  shall mean each standby letter of credit
issued pursuant to Section 2.09 hereof.


 


“Letter of Credit Facility”  shall have the meaning assigned to such
term in Section 2.09 hereof.


 


“Letter of Credit Fee”  shall have the meaning assigned to such
term in Section 3.02 hereof.


 


“Letter of Credit Outstanding”  shall mean, at any time, the sum of,
without duplication (i) the aggregate Stated Amount of all outstanding
Letters of Credit; (ii) the aggregate amount of all Unpaid Drawings in
respect of all Letters of Credit; and (iii) the Stated Amount of all
Letters of Credit requested pursuant to Section 2.10 hereof but not yet
issued.


 


“Letter of Credit Processing Fees”  shall have the meaning assigned to such
term in Section 3.03 hereof.


 


“Letter of Credit Request”  shall have the meaning assigned to such
term in Section 2.10 hereof.


 


“Letter of Credit Sublimit”  shall mean Five Million Dollars
($5,000,000); provided, however,
that in no event shall the Letter of Credit Sublimit be at any time greater
than the Maximum Available Credit Amount.


 


9

















 


“Leverage Ratio” shall
mean the ratio of (a) Consolidated Funded Debt as of the end of such
period to (b) Consolidated EBITDA.


 


“LIBOR Business Day”  shall mean any Business Day on which
dealings in the London interbank market may be carried on by commercial banks
in London, England.


 


“LIBOR Loan”  shall mean any Loan that bears interest at
a rate of interest based upon the LIBOR Rate.


 


“LIBOR Market Index Rate”
shall mean, on any day, the per annum rate
for one month deposits in United States dollars in the London interbank market
as reported on the Telerate Page 3750 (of if not so reported, then as
determined by the Agent from another commercially recognized source of
interbank quotations) as of 11:00 a.m. (New York time) on such day, as such
rate may change from day to day.


 


“LIBOR Market Index Rate Loan”
shall mean any Loan that bears interest at a rate of interest based on the
LIBOR Market Index Rate.


 


“LIBOR Rate”  shall mean, with respect to each day
during each Interest Period pertaining to a LIBOR Loan, the per annum rate (rounded to the next higher
1/100 of 1%) for deposits in United States dollars for a period equal to the
relevant Interest Period as reported on the Telerate Page 3750 as of 11:00 a.m.
(London time), on the day that is two (2) LIBOR Business Days prior to the
commencement of such Interest Period (or if not so reported, then as determined
by the Agent from another recognized source for London interbank market
quotations), adjusted for reserves by dividing that rate by 1.00 minus the LIBOR Reserve.


 


“LIBOR Reserve” shall mean
the maximum percentage reserve requirements (rounded to the next higher 1/100
of 1% and expressed as a decimal) of the Agent (including, without limitation,
basic, supplemental, marginal and emergency reserves), in effect on any day
during the relevant Interest Period under Regulation D with respect to
eurocurrency funding currently referred to as “Eurocurrency liabilities” in
Regulation D.


 


“Lien” shall mean any
mortgage, pledge, security interest, encumbrance, lien or other form of charge
or preferential arrangement of any kind (including, without limitation, any
agreement to give any of the foregoing, any conditional sale or other title
retention or any lease in the nature thereof) securing any obligation of any
Person.


 


“Loan”  shall mean each and every Revolving Credit
Loan and Swingline Loan made by any Lender hereunder.  For purposes of this Agreement, the continuation or conversion of
a Base Rate Loan or LIBOR Loan shall not constitute the making of a new Loan.


 


“Maximum Available Revolving Credit
Amount” shall mean Sixty Million Dollars ($60,000,000), less any
reduction to said Maximum Available Revolving Credit Amount pursuant to
Section 2.04 hereof, but subject to increase in accordance with
Section 2.17 hereof.


 


10

















 


“Multi-employer Plan”  shall mean a Plan which is a multi-employer
plan as defined in Section 4001(a)(3) of ERISA.


 


“New Borrowers” shall mean
BV Engineering, TRC Raviv Associates, Inc. and East Canyon Holdings LLC.


 


“New Lender” shall have
the meaning assigned to such term in Section 2.18 hereof.


 


“Notice of Borrowing”  shall have the meaning assigned to such
term in Section 2.03(a) hereof.


 


“Obligations”  shall mean any and all obligations and
indebtedness of every kind and description of any Borrower owed to the Agent,
the Lenders or any Affiliate of the Agent or any Lender (including, without
limitation, the Revolving Credit Obligations, the Swingline Obligations, any
interest accrued thereon and any other amount due hereunder), whether primary
or secondary, direct or indirect, absolute or contingent, sole, joint or
several, secured or unsecured, due or to become due, contractual or tortious,
arising by operation of law or otherwise, or now or hereafter existing,
including, without limitation, principal, interest and fees, including, without
limitation, late fees and expenses, including, without limitation, attorneys’
fees and costs.


 


“Obligor”  shall mean each Borrower, and every other
maker, endorser, guarantor or surety of or for the Obligations.


 


“Payment Office” shall mean, as to each Lender, the
payment office identified in such Lender’s Administrative Reply Form and as to
the Agent, 190 River Road, Summit, New Jersey 07901, or such other office as
any Lender or the Agent (as the case may be) may designate in writing to the
other parties hereto from time to time.


 


“PBGC”  shall mean the Pension Benefit Guaranty
Corporation established pursuant to Subtitle A of Title IV of ERISA, and any
entity succeeding to any or all of its functions under ERISA.


 


“Permitted L/C Obligation”  shall mean, as to any Letter of Credit,
obligations to support any obligation of a Borrower deemed acceptable to the
Agent and the Required Lenders, in their sole discretion.


 


“Permitted Liens” shall
mean those Liens permitted to exist pursuant to Section 8.02 hereof.


 


“Person”  shall mean any individual, limited
liability company, partnership, joint venture, firm, corporation, association,
trust or other enterprise or any government or political subdivision or any
agency, department or instrumentality thereof.


 


11

















 


“Plan”  shall mean any employee benefit plan which
is subject to ERISA and which covers the employees or former employees of the
Borrower, any of its Subsidiaries or an ERISA Affiliate, under which the
Borrower, any of its Subsidiaries or an ERISA Affiliate has any obligation or
liability or under which the Borrower, any of its Subsidiaries or an ERISA
Affiliate has made contributions within the preceding five years.  References herein to a Plan shall include
any Multiemployer Plan.


 


“Prime Rate”  shall mean the per annum rate of interest established by the Agent as its
reference rate in making loans, and does not reflect the rate of interest
charged to any particular borrower or class of borrowers.  The Borrowers acknowledge that the Prime
Rate is not tied to any external index or rate of interest and that the rate of
interest charged hereunder shall change automatically and immediately as of the
date of any change in the Prime Rate, without notice to any Borrower.


 


“Pro Rata Share”  shall mean, for each Lender at any time,
the percentage obtained by dividing such Lender’s Commitment by the Maximum
Available Revolving Credit Amount (in each case, as adjusted from time to time
in accordance with the provisions of this Agreement).


 


“Regulation D”  shall mean Regulation D of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof establishing reserve requirements.


 


“Required Lenders”  shall mean Lenders holding more than sixty-six
and two/thirds percent (66.67%) of the aggregate of all the Commitments, or, if
such credit commitments have been terminated, the Lenders holding more than
sixty-six and two/thirds percent (66.67%) of such credit commitments
immediately prior to such termination; provided,
however, that at any time during which there are not more than two
(2) Lenders with Commitments or Obligations owing to them, both such Lenders
shall constitute the Required Lenders.


 


“Responsible Officer” shall mean each of the officers of a
Borrower identified as an authorized officer in the certificates delivered to
the Agent and the Lenders pursuant to Section 5.01(a)(iv) hereof, and each
other officer or representative of a Borrower identified in writing by an
officer listed in said certificate as an authorized officer or authorized
representative of a Borrower or the Borrowers.


 


“Revolving Credit Expiration Date”  shall mean March 31, 2007,  as the same may be extended for an
additional one (1) year period in accordance with Section 2.02 hereof.


 


“Revolving Credit Facility”
shall have the meaning assigned to such term in Section 2.01 hereof.


 


“Revolving Credit Loans”
shall have the meaning assigned to such term in Section 2.01 hereof.


 


12

















 


“Revolving Credit Notes”
shall have the meaning assigned to such term in Section 2.01 hereof.


 


“Revolving  Credit Obligations” shall mean, at any
particular time, the sum of (A) the aggregate principal amount of the
outstanding Revolving Credit Loans and (B) the Letter of Credit
Outstandings.


 


“Revolving Credit Period”
shall mean the period from and including the Closing Date to but excluding the
Revolving Credit Expiration Date or such earlier date on which the Lenders’
obligation to make Revolving Credit Loans shall have terminated as provided
herein.


 


“SEC” shall mean the
Securities and Exchange Commission or any governmental entity which may be
substituted therefor.


 


“Security
Agreement” shall mean that
certain security agreement of each of the Borrowers in favor of the Agent (for
the benefit of the Lenders) dated as of March 25, 2002, as the same may
have been, and may be, amended, supplemented, restated or otherwise modified
from time to time.


 


“Specified Preferred Stock”
shall mean the Series A-1 Cumulative Convertible Preferred Stock issued by TRC
pursuant to a certificate of rights and preferences with respect thereto dated
as of December 18, 2001 filed with the Secretary of State of the State of
Delaware, as well as subsequent series of preferred stock issued pursuant to
the exercise of “Fletcher Rights” as defined in the stock purchase agreement in
respect of such Series A-1 Preferred Stock.


 


“Stated Amount” shall
mean, as to any Letter of Credit, the maximum amount available to be drawn thereunder,
determined without regard to whether any conditions to drawing could then be
met.


 


“Subsidiary” shall mean,
as to any Person, any corporation or other entity of which securities or other
ownership interests having ordinary voting power to elect a majority of the
board of directors or other persons performing similar functions are at the
time directly or indirectly owned or controlled by such Person, one or more of
the other Subsidiaries of such Person or any combination thereof.  The foregoing notwithstanding, any reference
in the Credit Agreement and any other Credit Document, to a “Subsidiary of a
Borrower” or like reference of similar import, shall be deemed not to include
any Immaterial Subsidiaries in any such reference.


 


“Swingline Commitment” shall
mean, with respect to the Swingline Lender, the commitment of the Swingline
Lender to make Swingline Loans hereunder. 
The initial amount of the Swingline Lender’s Swingline Commitment is
Five Million Dollars ($5,000,000).


 


“Swingline Facility” shall
have the meaning assigned to such term in Section 2.05 hereof.


 


“Swingline Obligations”
shall mean, at any particular time, the aggregate principal amount of all
Swingline Loans outstanding at such time.


 


13

















 


“Swingline Lender” shall
mean Wachovia Bank, National Association, in its capacity as the lender of
Swingline Loans pursuant to Section 2.05 hereof.


 


“Swingline Loan” shall
have the meaning assigned to such term in Section 2.05 hereof.


 


“Telerate Page 3750” shall
mean the display designated as “Page 3750” on the Dow Jones Telerate Service
(or such other page as may replace that page on that service for the purpose of
displaying London interbank offered rates of major banks).


 


“Test Period” shall mean,
with respect to any applicable determination under this Agreement, a period of
twelve (12) consecutive months (taken as one accounting period) and ending on
the last day of the fiscal quarter of the Borrowers then last ended.


 


“Type” shall mean any type
of Loan determined with respect to its interest rate option applicable thereto,
i.e., a Base Rate Loan or LIBOR Loan.


 


“Unpaid Drawing” shall
have the meaning assigned to such term in Section 2.12 hereof.


 


“Wells Project”
shall mean the Exit Strategy Project located in Wells, Maine.


 


1.02                           Principles
of Construction.


 


(a)                                  References.  All references to sections, schedules and exhibits are to
sections, schedules and exhibits in or to this Agreement unless otherwise
specified.  The words “hereof”, “herein”
and “hereunder” and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of this
Agreement.


 


(b)                                 Accounting Terms.  All accounting terms not specifically defined herein or in any
exhibit hereto shall be construed in accordance with GAAP in conformity with
those principles used in the preparation of the financial statements referred
to in Section 7.03 of this Agreement. 
Any non-cash accrual accounting charges or gains arising from the adoption
of FASB rulings not yet fully adopted by the Borrowers shall not be included in
the definitions of said accounting terms, and therefore shall be excluded for
the purposes of financial covenant calculations required pursuant to Sections
8.07, 8.08, 8.09 and 8.10 hereof.


 


SECTION 2.                            AMOUNT AND TERMS OF
CREDIT.


 


2.01                           Revolving Credit.


 


Revolving Credit Facility.  Subject to the terms and conditions herein
set forth and in reliance upon the representations and warranties set forth
herein and in the other Credit Documents, each Lender severally agrees to make
available to the Borrowers a revolving credit facility (the “Revolving Credit Facility”), pursuant to
which each Lender shall make


 


14

















 


advances (each a “Revolving Credit
Loan”) to any Borrower (or all of them) from time to time during the
Revolving Credit Period, in an amount not to exceed such Lender’s Pro Rata
Share of the Availability.  All
Revolving Credit Loans comprising the same advance under this Agreement shall
be made by the Lenders simultaneously and proportionately to their then
respective Pro Rata Shares, it being understood that no Lender shall be
responsible for any failure by another Lender to perform its obligations to
make a Revolving Credit Loan hereunder nor shall the Credit Commitment of any
Lender be increased or decreased as a result of any such failure.  The Revolving Credit Loans outstanding under
the Revolving Credit Facility shall be evidenced by Revolving Credit Notes
issued to each of the Lenders, substantially in the form of EXHIBIT A hereto (each a “Revolving Credit Note”), with blanks
appropriately completed in conformity herewith.  Subject to Section 2.03(c) hereof, the Revolving Credit
Loans shall from time to time be (i) LIBOR Loans, (ii) Base Rate
Loans, or (iii) a combination thereof, as determined by the Borrowers in
accordance with Sections 2.03 and 2.07 hereof, provided that no Revolving Credit Loan shall be made as a
LIBOR Loan after the day that is one (1) month prior to the Revolving Credit
Expiration Date.  Subject to the
provisions of this Agreement, the Borrowers from time to time may borrow, repay
and reborrow Revolving Credit Loans made hereunder at any time during the Revolving
Credit Period.


 


2.02                           Revolving Credit
Payment and Maturity;
Extension of Maturity. 
Subject to the immediately succeeding sentences of this
Section 2.02, the aggregate unpaid principal amount of the Revolving
Credit Loans, all accrued but unpaid interest thereon, and any and all fees
payable hereunder, shall mature and be due and payable on the Revolving Credit
Expiration Date.  The Revolving Credit
Expiration Date may be extended for an additional one (1) year period upon the
written request of the Borrowers to the Agent and the Lenders made at least six
(6) months prior (but not more than nine (9) months prior) to the then
Revolving Credit Expiration Date.  Such
notice shall be accompanied by a certificate of a Responsible Officer stating
that no Default or Event of Default has occurred and is then continuing and
that the representations and warranties contained herein and in the other
Credit Documents are true and correct in all material respects on such
date.  Neither the Agent nor any Lender
shall be obligated to grant any extensions pursuant to this Section 2.02 and any such extension shall be in the sole and
absolute discretion of each of them, but the Agent and each
Lender agrees to reply to any such request within a reasonable period of time.


 


2.03                           Procedure for
Revolving Credit Loan Borrowings.


 


(a)                                  Notice
of Borrowing.  Whenever a Borrower
desires to incur Revolving Credit Loans, such Borrower shall deliver a notice
of borrowing (or provide telephonic notice thereof, promptly confirmed in
writing) to the Agent (i) in the case of a LIBOR Loan, no later than 11:00
a.m. (prevailing New York Time) on the date that is at least two (2) LIBOR
Business Days prior to the date of the proposed Revolving Credit Loan and
(ii) in the case of a Base Rate Loan, no later than 10:00 a.m. (prevailing
New York Time) on the date of the proposed Loan.  Each such notice of borrowing (a “Notice of Borrowing”) shall be substantially in the form of EXHIBIT C hereto and shall be irrevocable
and shall specify (i) the principal amount of the proposed Revolving Credit
Loan, (ii) the amount of the Availability as of the date of the funding of
the proposed Revolving Credit Loan, (iii) the date of funding of the
proposed Revolving Credit Loan (which shall be a Business Day or a LIBOR
Business Day, as applicable), (iv) the


 


15

















 


Type of Revolving Credit Loan proposed, and (v) in the case of a
proposed Revolving Credit Loan in the form of a LIBOR Loan, the desired
Interest Period.  The Agent shall
promptly give each Lender written notice (or telephonic notice promptly
confirmed in writing) of each proposed Revolving Credit Loan, of such Lender’s
Pro Rata Share thereof and of the other matters covered by the Notice of
Borrowing.  Without in any way limiting
the obligation of the Borrowers to confirm in writing any notice it may give
hereunder by telephone, the Agent may act prior to receipt of written
confirmation, without liability, upon the basis of such telephonic notice
believed by the Agent in good faith to be from a Responsible Officer, or from
any other person designated in writing to the Agent by a Responsible Officer as
a person entitled to give telephonic notices under this Agreement on behalf of
the Borrowers.  In each such case, each
Borrower hereby waives the right to dispute the Agent’s record of the terms of
any such telephonic notice.


 


(b)                                 Disbursement of Funds.  No later than 2:00 p.m. (prevailing New York
Time) on the date of each such Revolving Credit Loan, each Lender will make
available its Pro Rata Share of such Revolving Credit Loan requested to be made
on such date in immediately available funds to the Agent at its Payment Office
and the Agent shall make such funds available to the applicable Borrower by
depositing such funds into such Borrower’s account at the Agent’s Payment
Office.  Unless the Agent shall have
been notified by any Lender prior to the date of any such Revolving Credit Loan
that such Lender does not intend to make available to the Agent its Pro Rata Share
of such Revolving Credit Loan, the Agent may assume that such Lender has made
such amount available to the Agent on the date of such Revolving Credit Loan
and the Agent, in reliance upon such assumption, may (in its sole discretion
and without any obligation to do so) make available to the applicable Borrower
such Pro Rata Share of such Revolving Credit Loan.  If such Pro Rata Share is not in fact made available to the Agent
by such Lender and the Agent has made available the same to the applicable Borrower,
the Agent shall be entitled to recover such amount from such Lender.  If such Lender does not pay such amount
forthwith upon the Agent’s demand therefor, the Agent shall promptly notify the
Borrowers, and the Borrowers shall immediately pay such amount to the
Agent.  The Agent shall also be entitled
to recover from such Lender or the Borrowers, as the case may be, interest on
such amount in respect of each day from the date such amount was made available
by the Agent to the applicable Borrower to the date such amount is recovered by
the Agent, at a rate per annum
equal to (x) if paid by such Lender, the Federal Funds Rate or (y) if
paid by the Borrowers, the then applicable rate of interest for the applicable
Revolving Credit Loans.  Nothing in this
Section 2.03(b) shall be deemed to relieve any Lender from its obligation
to fulfill its Commitment hereunder or to prejudice any rights which any
Borrower may have against any Lender as a result of any default by such Lender
hereunder.


 


(c)                                  Minimum Advance and Type Limitation.  Each Revolving Credit Loan requested
hereunder shall be in an amount equal to $500,000 or any whole multiple thereof
in the case of a Base Rate Loan and $1,000,000 or any whole multiple thereof in
the case of a LIBOR Loan, except
that any Revolving Credit Loan may be in the aggregate amount of the
Availability.  At no single time during
the Revolving Credit Period shall there be any more than five (5) LIBOR Loans
outstanding under the Revolving Credit Facility.


 


16

















 


2.04                           Reduction of
Commitment.  The Borrower shall have the right, upon not
less than three (3) Business Days’ prior written notice to the Agent (which the
Agent shall promptly transmit to the Lenders), to reduce all or part of the
Maximum Available Revolving Credit Amount, such reduction to be permanent and
irrevocable upon delivery of said notice. 
Any partial reduction of the Maximum Available Revolving Credit Amount
shall be in a minimum amount equal to $500,000 or any whole multiple thereof
and shall reduce each Lender’s Credit Commitment proportionately in accordance
with its Pro Rata Share.  Such reduction
shall not constitute an amendment hereof subject to an amendment fee set forth
in Section 3.05 hereof.


 


2.05                           Swingline Loans.  Subject to the terms and conditions set
forth herein, the Swingline Lender agrees to make available to the Borrowers a
swingline facility (the “Swingline Facility”)
pursuant to which the Swingline Lender shall make advances (each a “Swingline Loan”) to any Borrower from time
to time on any Business Day for the period commencing on the Closing Date and
expiring on the sixth (6th) Business Day preceding the Revolving
Credit Expiration Date, in an aggregate principal amount at any time
outstanding that will not result in (i) the Swingline Obligations
exceeding the Swingline Commitment or (ii) the sum of the total Revolving
Credit Obligations plus the
aggregate principal amount of outstanding Swingline Loans exceeding the Maximum
Available Revolving Credit Amount; provided
that the Swingline Lender shall not be required to make a Swingline Loan to
refinance an outstanding Swingline Loan. 
Each Swingline Loan shall be a LIBOR Market Index Rate Loan and shall be
due and payable on the maturity thereof, which shall be no later than the
seventh (7th) Business Day following the funding date of such
Loan.  The Swingline Loans outstanding
hereunder shall be evidenced by a Swingline Note issued to the Swingline
Lender, substantially in the form of EXHIBIT
B hereto (the “Swingline Note”),
with blanks appropriately completed in conformity herewith.  Subject to the term of this
Section 2.05, Swingline Loans may be borrowed, repaid and reborrowed by
the Borrowers from time to time without premium or penalty, and shall not be
subject to Funding Losses.


 


2.06.                        Procedures
for Swingline Loans.


 


(a)                                  To
request a Swingline Loan, the Borrowers shall notify the Agent and the
Swingline Lender by telephone (confirmed by telecopy) no later than 11:00 a.m.
(New York City Time) on the day of the relevant Swingline Loan.  Each such notice shall be irrevocable and
shall specify (i) the aggregate principal amount to be borrowed,
(ii) the requested date (which shall be a Business Day) and (iii) the
maturity date of the requested Swingline Loan (which shall be not later than seven
(7) Business Days subsequent to the funding of such Swingline Loan).  The Swingline Lender will make the requested
amount available promptly on that same day by means of a credit to such
Borrower’s account at the Agent’s Payment Office.


 


(b)                                 The
Swingline Lender may by written notice given to the Agent not later than 10:00
a.m. (New York Time) on any Business Day require the Lenders to acquire
participations on such Business Day in all or a portion of the Swingline Loans
then outstanding.  Such notice shall
specify the aggregate amount of Swingline Loans in which the Lenders will
participate.  Promptly upon receipt of
such notice, the Agent will give notice thereof to each Lender, specifying in
such notice such Lender’s Pro Rata Share of such Swingline Loan or Swingline
Loans.  Each Lender hereby absolutely
and unconditionally agrees, upon receipt of notice as provided above, to pay to
the


 


17

















 


Agent, for the account of the Swingline Lender, such Lender’s Pro Rata
Share of such Swingline Loan or Swingline Loans.  Each Lender acknowledges and agrees that its obligation to
acquire participations in Swingline Loans pursuant to this paragraph is
absolute and unconditional and shall not be affected by any circumstance
whatsoever, including the occurrence and continuance of a Default or Event of
Default or reduction or termination of the Commitments, and that each such
payment shall be made without any offset, abatement, withholding or reduction
whatsoever.  Each Lender shall comply
with its obligation under this paragraph by wire transfer of immediately
available funds, in the same manner as provided in Section 2.03(b) hereof
with respect to Revolving Credit Loans made by such Lender (and
Section 2.03(b) hereof shall apply, mutatis
mutandis, to the payment obligations of the Lenders), and the
Agent shall promptly pay to the Swingline Lender the amounts so received by it
from the Lenders.  The Agent shall
notify the Borrowers of any participations in any Swingline Loan acquired
pursuant to this paragraph, and thereafter payments in respect of such
Swingline Loan shall be made to the Agent and not to the Swingline Lender.  Any amounts received by the Swingline Lender
from any Borrower (or other party on behalf of the Borrower) in respect of a
Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale
of participations therein shall be promptly remitted to the Agent; any such
amounts received by the Agent shall be promptly remitted by the Agent to the
Lenders that shall have made their payments pursuant to this paragraph and to
the Swingline Lender, as their interests may appear.  The purchase of participations in a Swingline Loan pursuant to
this paragraph shall not relieve any Borrower of any default in the payment
thereof.


 


2.07                           Interest.


 


(a)                                  Interest
Rates.  Prior to an Event of Default
(i) each LIBOR Loan shall bear interest for each day during each Interest
Period applicable thereto at a per annum
rate equal to the LIBOR Rate plus
the Applicable Margin in effect from time to time, (ii) each Base Rate
Loan shall bear interest at a per annum
rate equal to the Base Rate plus
or minus (as applicable) the
Applicable Margin in effect from time to time and (iii) each LIBOR Market
Index Rate Loan shall bear interest at a per
annum rate equal to the LIBOR Market Index Rate plus 170 basis points (1.70%).  Notwithstanding any other term or provision
hereof, upon and following an Event of Default, each Loan shall bear interest
at a per annum rate equal to rate
of interest then applicable to such Loan plus
200 basis points (2.00%); provided, however,
that in no event shall such rate exceed the highest rate of interest allowed by
law.  Each such rate is hereinafter
referred to as the “Default Rate”.


 


(b)                                 Interest Accrual and Payment Date.  Interest on each Loan shall accrue from and
including the date of the advance of funds with respect to such Loan or the
first day of the relevant Interest Period to but excluding the date of
repayment thereof or the expiration of the Interest Period and shall be payable
in arrears (i) in the case of a Base Rate Loan, on the last day of each
calendar month, (ii) in the case of a LIBOR Loan on the last day of the
Interest Period with respect thereto and, with respect to any LIBOR Loan with
an Interest Period in excess of three (3) months, on the date that is three (3)
months after the incurrence thereof or conversion thereto, and (iii) in
the case of a Swingline Loan, on the maturity date of such Loan as specified in
Section 2.05 hereof.


 


18

















 


(c)                                  Agent’s Determination.  The Agent shall determine each interest rate
applicable to the Loans hereunder.  The
Agent shall give prompt written notice to the Borrowers and the Lenders of each
rate of interest so determined and, in respect of the Base Rate, and the
Applicable Margins, any change or adjustment thereof; provided, however that the failure of the
Agent to give such notice shall in no way affect the validity or applicability
of any such determination, change or adjustment.  The Agent’s determinations under this Section 2.07(c) shall
be conclusive and binding, absent manifest error.


 


2.08                           Conversions
and Continuations.


 


(a)                                  Conversions.  Subject to Sections 2.03(c) and 2.05 hereof,
the Borrowers may elect from time to time to convert any Revolving Credit Loan
to any other Type of Loan by delivering to the Agent an irrevocable notice (or
by providing telephonic notice promptly confirmed in writing) of such election
(A) in the case of a conversion to a Base Rate Loan, at least one (1)
Business Day prior to the expiration of the then current Interest Period with
respect to the LIBOR Loan to be converted or (B) in the case of a conversion to
a LIBOR Loan, at least two (2) LIBOR Business Days prior to the proposed
commencement of the Interest Period of the LIBOR Loans as so converted.  Any notice delivered pursuant to this
Section 2.08(a) with respect to a conversion to a LIBOR Loan shall also
specify the desired Interest Period for the Loan as so converted.  No Loan may be converted pursuant to this
Section 2.08 (a) (i) at any time during which an Event of Default has
occurred and is continuing, or (ii) if, after giving effect to such conversion,
Section 2.03(c) hereof would be violated. 
In no event shall the Borrowers be permitted to convert any Loan to a
LIBOR Loan with an Interest Period that would expire after the Revolving Credit
Expiration Date.  The Agent shall give
each Lender notice as promptly as practicable of any such proposed conversion
affecting any of its Loans.


 


(b)                                 Continuance of LIBOR Loan.  The Borrowers may elect to continue any
LIBOR Loan as such upon the expiration of the then current Interest Period with
respect thereto by delivering to the Agent an irrevocable notice (or by
providing telephonic notice thereof, promptly confirmed in writing) of such
election, at least two (2) LIBOR Business Days prior to the expiration of the
then current Interest Period with respect thereto.  Such notice shall also specify the desired Interest Period for
the Loan so continued.  No continuance
shall be permitted under this Section 2.08(b) at any time during which an
Event of Default has occurred and is continuing.  In no event shall the Borrower be permitted to continue any LIBOR
Loan if such continuance would result in an Interest Period with respect to
such Loan expiring after the Revolving Credit Maturity Date.  The Agent shall give each Lender notice as
promptly as practicable of any such proposed continuance affecting any of its
Loans.


 


(c)                                  Automatic Conversion to Prime Rate.  If the Borrowers fail to notify the Agent of
the conversion or continuance of any LIBOR Loan within the time specified in
this Section 2.08, or is otherwise not permitted to convert to or continue
any LIBOR Loan pursuant to said Section, then any such Loan shall automatically
convert to a Base Rate Loan on the last day of the then expiring applicable
Interest Period.


 


19

















 


2.09                           Letters of Credit.


 


(a)                                  Issuance of Letters of Credit.  Subject to and upon the terms herein set
forth and in reliance upon the representations and warranties herein set forth
and in the other Credit Documents, the Borrower at any time and from time to
time on or after the Closing Date and prior to the Revolving Credit Expiration
Date, may request that the Agent issue, for the account of the Borrower and in
support of any Permitted L/C Obligation, an irrevocable standby letter of
credit or letters of credit in such form as may be approved by the Agent (the “Letter of Credit Facility”).  Notwithstanding the foregoing (i) no
Letter of Credit shall be issued in a Stated Amount which (x) when added
to the Letter of Credit Outstandings at such time would exceed the Letter of
Credit Sublimit, or (y) when added to the sum of the aggregate principal
amount of the Obligations then outstanding would exceed the Availability;
(ii) each Letter of Credit shall, unless otherwise agreed to by the Agent
and the Required Lenders, have an expiration date occurring no later than one
(1) year after the date of issuance thereof, and in no event occurring later
than the Business Day next preceding the Revolving Credit Expiration Date;
(iii) each Letter of Credit shall be denominated in U.S. dollars; and
(iv) no Letter of Credit shall be issued by the Agent after it has
received a notice in writing from the Required Lenders or the Borrower that one
or more of the conditions specified in Section 5.02 hereof are not then
satisfied.


 


(b)                                 Existing Letter of Credit.  Annex II
hereto contains a description of all letters of credit issued pursuant to the
Original Credit Agreement and outstanding on the Closing Date.  Each such letter of credit, including any
extension or renewal thereof (each, as amended from time to time in accordance
with the terms thereof, an “Existing Letter
of Credit”) shall constitute a “Letter
of Credit” for purposes of calculating the Availability generally
and the availability under the Letter of Credit Sublimit set forth hereunder.


 


(c)                                  Applicability of ISP98.  Unless otherwise expressly agreed by the
Agent and the applicable Borrower when a Letter of Credit is issued,
(i) the rules of the “International
Standby Practices 1998” published by the Institute of International
Bank Law & Practice (or such later version thereof as may be in effect at
the time of issuance) shall apply to each Letter of Credit.


 


2.10                           Letter of
Credit Requests. 
Whenever a Borrower desires that a Letter of Credit be issued for its
account, it shall give the Agent at least five (5) Business Days’ notice (or
such lesser number of days as may be agreed to by the Agent and the Required
Lenders).  Each notice shall be executed
by a Borrower and shall be in the form of EXHIBIT
D hereto (each a “Letter of Credit
Request”).  The Agent shall
promptly transmit copies of each Letter of Credit Request to each Lender.  Each Letter of Credit Request shall be
accompanied by a completed and executed “Letter
of Credit Application” (or an amendment to any then effective
application) in the form furnished by the Agent to the Borrowers from time to
time.  The terms of each such
application are incorporated herein to the extent not inconsistent herewith.


 


20

















 


2.11                           Letter
of Credit Participations.


 


(a)                                  Participations.  Immediately upon the issuance by the Agent of any Letter of
Credit, the Agent shall be deemed to have sold and transferred to each other
Lender (each such other Lender, in such capacity under this Section 2.11,
a “L/C Participant”), and each
such L/C Participant shall be deemed irrevocably and unconditionally to have
purchased and received from the Agent, without recourse or warranty, an
undivided interest and risk and income participation (each a “L/C Participation”), to the extent of such
L/C Participant’s Pro Rata Share, in such Letter of Credit, each substitute
letter of credit, each drawing made thereunder and the obligations of the
Borrower under this Agreement with respect thereto, and any security thereof or
guaranty pertaining thereto (although the L/C Participants shall have no right
to receive any portion of any Letter of Credit Processing Fees).  Upon any change in the Commitments of the
Lenders pursuant to Section 11.08 hereof, it is hereby agreed that, with
respect to all outstanding Letters of Credit and Unpaid Drawings, there shall
be an automatic adjustment to the L/C Participations pursuant to this
Section 2.11 to reflect the new Pro Rata Shares of the assignor and
assignee Lender.


 


(b)                                 Agent’s Obligations.  In determining whether to pay under any
Letter of Credit, the Agent shall have no obligation relative to the L/C
Participants or the Borrower other than to confirm that any documents required
to be delivered under such Letter of Credit have been delivered and that they
appear to comply on their face with the requirements of such Letter of
Credit.  Any action taken or omitted to
be taken by the Agent under or in connection with any Letter of Credit issued
by it, if taken or omitted in the absence of gross negligence or willful
misconduct, shall not create for the Agent any resulting liability.


 


(c)                                  Payments Upon Drawing.  In the event that the Agent makes any
payment under any Letter of Credit issued by it and the Borrowers shall not
have reimbursed such amount in full to the Agent pursuant to
Section 2.10(a), the Agent shall promptly notify each L/C Participant of
such failure, and each L/C Participant shall promptly and unconditionally pay
to the Agent the amount of such L/C Participant’s Pro Rata Share of such
unreimbursed payment in immediately available funds.  If the Agent so notifies, prior to 11:00 a.m. (prevailing New
York Time) on any Business Day, any L/C Participant required to fund a payment
under a Letter of Credit, shall make available to the Agent such L/C
Participant’s Pro Rata Share of the amount of such payment on such Business Day
in same day funds.  If and to the extent
such L/C Participant shall not have so made its Pro Rata Share of the amount of
such payment available to the Agent, such L/C Participant agrees to pay to the
Agent, forthwith on demand, such amount, together with interest thereon for
each day from such date until the date such amount is paid to the Agent at the
Federal Funds Rate.  The failure of any
L/C Participant to make available to the Agent its Pro Rata Share of any
payment under any Letter of Credit shall not relieve any other L/C Participant
of its obligation hereunder to make available to the Agent its Pro Rata Share
of any payment under any Letter of Credit on the date required, as specified above,
but no L/C Participant shall be responsible for the failure of any other L/C
Participant to make available to the Agent such other L/C Participant’s Pro
Rata Share of any such payment.


 


(d)                                 L/C Participants’ Duties Absolute.  The obligations of the L/C Participants to
make payments to the Agent with respect to Letters of Credit shall be
irrevocable


 


21

















 


and not subject to counterclaim, set-off or other defense or any other
qualification or exception whatsoever and shall be made in accordance with the
terms and conditions of this Agreement under all circumstances, including,
without limitation, any of the following circumstances:


 


(i)                                     any lack of
validity or enforceability of this Agreement or any of the other Credit
Documents;


 


(ii)                                  the existence of any
claim, set-off, defense or other right which a Borrower may have at any time
against a beneficiary named in a Letter of Credit, any transferee of any Letter
of Credit (or any Person for whom any such transferee may be acting), the
Agent, any Lender, or other Person, whether in connection with this Agreement,
any Letter of Credit, the transactions contemplated herein or any unrelated
transactions (including any underlying transaction between the Borrower and the
beneficiary named in any such Letter of Credit);


 


(iii)                               any draft, certificate
or any other document presented under the Letter of Credit proving to be
forged, fraudulent, invalid or insufficient in any respect or any statement
therein being untrue or inaccurate in any respect;


 


(iv)                              the surrender or
impairment of any security for the performance or observance of any of the
terms of any of the Credit Documents;


 


(v)                                 the occurrence of any
Default or Event of Default; or


 


(vi)                              the failure of any
condition precedent set forth in Section 5.02 hereof to have been
satisfied at the time of the issuance of any Letter of Credit unless the Agent
shall have received a notice in writing to such effect from such Lender hereof
prior to the issuance of such Letter of Credit.


 


2.12                           Agreement
to Repay Letter of Credit Drawings.


 


(a)                                  Borrower’s Obligation to Pay Drawings.  The Borrowers hereby agree to reimburse the
Agent, by making payment to the Agent in immediately available funds, for any
payment or disbursement made by the Agent under any Letter of Credit issued by
it (each such amount so paid until reimbursed, an “Unpaid Drawing”) immediately after, and in any event on the
date of, notice given by the Agent to the Borrowers of such payment (which
notice the Agent hereby agrees to give promptly after the making of any payment
or disbursement under a Letter of Credit), with interest on the amount so paid
or disbursed by the Agent, to the extent not reimbursed prior to 1:00 p.m.
(prevailing New York Time) on the date of such payment or disbursement, from
and including the date paid or disbursed to but excluding the date the Agent is
reimbursed therefor, at a rate per annum which shall be the Prime Rate as in
effect from time to time (plus an additional 200 basis points (2.00%) per annum, if not reimbursed by the second
(2nd) Business Day following any such notice of payment or disbursement), such
interest to be payable on demand.


 


22

















 


(b)                                 Borrower’s Obligations Absolute.  The joint and several obligations of the
Borrowers under this Section 2.12 to reimburse the Agent with respect to
Unpaid Drawings (including, in each case, interest thereon) issued by it shall
be absolute and unconditional under any and all circumstances and irrespective
of any set-off, counterclaim or defense to payment which any Borrower or any
other Person may have or have had against the Agent or any Lender, including,
without limitation, any defense based upon the failure of any drawing under a
Letter of Credit (each a “Drawing”)
to conform to the terms of the Letter of Credit or any non-application or
misapplication by the beneficiary of the proceeds of such Drawing; provided, that no Borrower shall be
obligated to reimburse the Agent for any wrongful payment made by the Agent
under a Letter of Credit as a result of acts or omissions constituting willful
misconduct or gross negligence on the part of the Agent.


 


2.13                           Indemnification;
Nature of Agent’s Duties.


 


(a)                                  Indemnification Generally.  Each Borrower hereby agrees to protect, indemnify, pay
and save the Agent harmless from and against any and all claims, demands,
liabilities, damages, losses, costs, charges and expenses (including reasonable
attorneys’ fees) that the Agent may incur or be subject to as a consequence,
direct or indirect, of (i) the issuance of any Letter of Credit or
(ii) the failure of the Agent to honor a Drawing under a Letter of Credit
as a result of any act or omission, whether rightful or wrongful, of any
present or future de jure or de facto government or governmental authority (all
such actions or omissions, herein called “Government
Acts”).


 


(b)                                 Allocation of Risk. 
As between each Borrower and the Agent, each Borrower shall
assume all risks of the acts, omissions or misuse of any Letter of Credit by
the beneficiary thereof.  The Agent
shall not be responsible: (i) for the form, validity, sufficiency,
accuracy, genuineness or legal effect of any document submitted by any party in
connection with the application for and issuance of any Letter of Credit, even
if it should in fact prove to be in any or all respects invalid, insufficient,
inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of
any instrument transferring or assigning or purporting to transfer or assign
any Letter of Credit or the rights or benefits thereunder or proceeds thereof,
in whole or in part, that may prove to be invalid or ineffective for any
reason; (iii) for failure of the beneficiary of a Letter of Credit to
comply fully with conditions required in order to draw upon a Letter of Credit;
(iv) for errors, omissions, interruptions or delays in transmission or
delivery of any messages, by mail, cable, telegraph, telex or otherwise;
(v) for errors in interpretation of technical terms; (vi) for any
loss or delay in the transmission or otherwise of any document required in
order to make a Drawing under a Letter of Credit or of the proceeds thereof;
and (vii) for any consequences arising from causes beyond the control of
the Agent, including, without limitation, any Government Acts.  None of the above shall affect, impair, or
prevent the vesting of any of the Agent’s rights or powers hereunder.


 


(c)                                  Scope of Agent’s Duties.  In furtherance and extension and not in limitation of
the specific provisions hereinabove set forth, any action taken or omitted by
the Agent under or in connection with any Letter of Credit or the related
drawing certificates, if taken or omitted in good faith, shall not put the
Agent under any resulting liability to any Borrower.  The Agent shall not, in any way, be liable for any failure by it
or anyone else to pay


 


23

















 


any Drawing under any Letter of Credit as a result of any Government
Acts or any other cause beyond the control of the Agent.


 


(d)                                 No Limitation as to Reimbursement.  Nothing in this Section 2.13
is intended to limit the reimbursement obligation of the Borrowers contained in
Section 2.12 hereof.  The
obligations of the Borrowers under this Section 2.13 shall survive the
termination of this Agreement.  No act
or omissions of any current or prior beneficiary of a Letter of Credit shall in
any way affect or impair the rights of the Agent to enforce any right, power or
benefit under this Agreement.


 


(e)                                  Limitation of Indemnification.  Notwithstanding anything to the
contrary contained in this Section 2.13, (i) no Borrower shall have
any obligation to indemnify the Agent in respect of any liability incurred by
the Agent arising solely out of the gross negligence or willful misconduct of
the Agent, as determined by a court of competent jurisdiction and (ii) the
Borrowers shall have a claim against the Agent and the Agent shall be liable to
the Borrowers to the extent, but only to the extent, of any direct, as opposed
to consequential, damages suffered by the Borrowers which the Borrowers prove
were caused by (x) the Agent’s willful misconduct or gross negligence in
determining whether the documents presented under a Letter of Credit complied
with the terms of such Letter of Credit or (y) the Agent’s willful or
grossly negligent failure to pay under a Letter of Credit after presentation to
it of a drawing certificate and any other documents strictly complying with the
terms and conditions of such Letter of Credit.


 


2.14                           Increased
Costs; Illegality; Capital Adequacy; Funding Losses.


 


(a)                                  Increased
Costs and Illegality.  In the event
that (x) in the case of clause (i) below, the Agent, and (y) in the
case of clauses (ii) and (iii) below, any Lender, shall have determined (which
determination in either case shall, absent manifest error, be final and
conclusive and binding upon all parties hereto):


 


(i)                                     on any date for
determining the LIBOR Market Index Rate or the LIBOR Rate for any Interest
Period that, by reason of any changes arising on or after the date of this
Agreement affecting the relevant capital market, (x) adequate and fair
means do not exist for ascertaining the applicable interest rate on the basis
provided for in the definition of LIBOR Market Index Rate or the LIBOR Rate or
(y) such means will not adequately and fairly reflect the cost to the
Lenders of funding LIBOR Loans for the relevant Interest Periods; or


 


(ii)                                  at any time, that
such Lender shall incur increased costs or reductions in the amounts received
or receivable hereunder with respect to any LIBOR Loans because of (x) any
change since the date of this Agreement in any applicable law, governmental
rule, regulation, guideline or order (or in the interpretation or
administration thereof and including the introduction of any new law or
governmental rule, regulation, guideline or order) (such as,


 


24

















 


for example, but not limited to, in the case of a LIBOR Loan, a change
in official reserve requirements, but, in all events, excluding reserves
required under Regulation D to the extent included in the computation of the
LIBOR Rate) and/or (y) other circumstances affecting the relevant capital
market; or


 


(iii)                               at any time, that the
making or continuance of any LIBOR Loan has become unlawful by compliance by
such Lender in good faith with any law, governmental rule, regulation,
guideline or order (or would conflict with any such governmental rule,
regulation, guideline or order not having the force of law even though the failure
to comply therewith would not be unlawful), or has become impracticable as a
result of a contingency occurring after the date of this Agreement which
materially and adversely affects the relevant capital market;


 


then, and in any such event, the Lender so affected (or the Agent, in
the case of clause (i) above) shall on such date give notice to the Borrowers
(and the other Lenders and/or the Agent, as the case may be) of such
determination.  Thereafter (x) in
the case of clause (i) above, LIBOR Loans shall no longer be available until
such time as the Agent notifies the Borrowers and the Lenders that the
circumstances giving rise to such notice by the Agent no longer exist, and any
Notice of Borrowing delivered pursuant to Section 2.03(a) hereof or notice
of conversion or continuance delivered pursuant to Section 2.08 hereof
with respect to a LIBOR Loan shall be deemed rescinded by the Borrowers,
(y) in the case of clause (ii) above, the Borrowers shall pay to such
Lender, upon written demand therefor, such additional amounts (in the form of
an increased rate of, or a different method of calculating, interest or
otherwise as such Lender in its sole discretion shall determine) as shall be
required to compensate such Lender for such increased costs or reductions in
amounts receivable hereunder (a written notice as to the additional amounts
owed to such Lender, showing in reasonable detail the basis for the calculation
thereof, submitted to the Borrowers by such Lender shall, absent manifest
error, be final and conclusive and binding upon all parties hereto) and
(z) in the case of clause (iii) above, LIBOR Loans shall no longer be
available until such time as such Lender notifies the Borrowers that the
circumstances giving rise to such notice no longer exist, any Notice of
Borrowing delivered pursuant to Section 2.03(a) hereof or notice of
conversion or continuance delivered pursuant to Section 2.08 hereof with
respect to LIBOR Loans shall be deemed rescinded by the Borrowers, and any
LIBOR Loans that are then outstanding shall be automatically converted to Base
Rate Loans; provided, however that
if such Lender, in its sole discretion, determines that such circumstances can
only be alleviated by repayment of such Loans, then, within thirty (30) days,
the Borrowers shall repay in full such Loans, together with accrued but unpaid
interest thereon.


 


(b)                                 Capital Adequacy.  If after the date hereof, the adoption of any applicable law,
rule or regulation regarding capital adequacy, or any change therein, or any
change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by a Lender or its parent with any
request or directive made or adopted after the date hereof regarding capital
adequacy (whether or not having the force of law) of any such authority,
central bank or


 


25

















 


comparable agency, has or would have the effect of reducing the rate of
return on such Lender’s or its parent’s capital or assets as a consequence of
such Lender’s commitments or obligations hereunder to a level below that which
such Lender or its parent could have achieved but for such adoption,
effectiveness, change or compliance (taking into consideration such Lender’s or
its parent’s policies with respect to capital adequacy), then from time to
time, upon demand, the Borrowers shall pay to such Lender such additional
amount or amounts as will compensate such Lender or its parent for such
reduction.  Such Lender, upon
determining in good faith that any additional amounts will be payable pursuant
to this Section 2.14, will give prompt written notice thereof to the
Borrowers, which notice shall set forth in reasonable detail the basis of the
calculation of such additional amounts, although the failure to give any such
notice shall not release or diminish any of the obligations of the Borrower to
pay additional amounts pursuant to this Section 2.14 upon receipt of such notice.


 


(c)                                  Funding Losses.  The Borrowers shall compensate each Lender, upon its written
request (which request shall set forth the basis for requesting such
compensation), for all reasonable losses, expenses and costs, including,
without limitation, any loss, expense or cost incurred by reason of the
liquidation or reemployment of deposits or other funds required by such Lender
to fund its LIBOR Loans (all such losses “Funding
Losses”) which such Lender may sustain: (x) if for any reason
an advance or continuance of, or conversion from or into, LIBOR Loans does not
occur on a date specified therefor in a Notice of Borrowing or notice of
conversion or continuance given pursuant to Section 2.08(a) or (b) hereof,
as the case may be, (whether or not withdrawn by a Borrower or deemed withdrawn
pursuant to Section 2.14(a) hereof); (y) if any repayment (including
any prepayment made pursuant to Section 4.01 or 4.02 hereof) or conversion
of any of its LIBOR Loans occurs on a date which is not the last day of an
Interest Period with respect thereto; or (z) as a consequence of
(i) any other default by the Borrowers to repay the Loans when required by
the terms of this Agreement or any Note held by such Lender or (ii) any
prepayment or conversion made pursuant to Section 2.14(a) hereof.  The amount of compensation available to any
Lender pursuant to this Section 2.14(c) hereof shall be determined based
on the assumption that such Lender has funded the entire amount of the relevant
LIBOR Loan through match funding obtained in the London interbank market, but
shall be limited to an amount not to exceed the amount of interest that would
have accrued on the relevant LIBOR Loan through the end of the relevant
Interest Period.


 


2.15                           Computation. 
Interest and any fees or compensation based upon a per annum rate shall be calculated on the
basis of a 360 day year for the actual number of days elapsed.


 


2.16                           Security.  The Obligations shall be secured by a perfected first priority
security interest (subject only to Permitted Liens) in and to the Collateral,
whether now owned or hereafter acquired, pursuant to the terms of the Security
Agreement.


 


2.17                           Increase of
the Commitments and
Maximum Available Revolving Credit Amount.  


 


(a)                                  Requests for Increase Generally.  Provided that at the time of request
contemplated in this Section 2.17 there does not exist an Event of Default
or Default, the


 


26

















 


Borrowers may request an increase in the Maximum Available Revolving
Credit Amount and a concomitant increase of the Commitments in an amount not
less than $5,000,000 or greater than $10,000,000 in the aggregate by written
notice to the Agent and the Lenders requesting each Lender’s proportional
increase, and the Lenders agree to respond to the said request for an increase
within ten (10) calendar days following receipt of same; provided, however, that the failure of any
Lender to respond within such time period shall not in any manner constitute an
agreement by such Lender to said increase of its Pro Rata Share of its
Commitment.  If all Lenders elect to
increase the Maximum Available Revolving Credit Amount and their Commitments as
proposed above, each Lender’s Commitment shall increase proportionately based
on its Pro Rata Share of said increase, and this Agreement and the relevant
Notes shall be amended to reflect such increases, all at the cost and expense
of the Borrowers.  If one or more
Lenders decline to so increase their Commitment or do not respond to said
request within the time period set forth above, the provisions of
Section 2.17(b) hereof shall apply.


 


(b)                                 Additional Increase Provisions.  In the event that one or more
Lenders do not agree to the increase of the Maximum Available Revolving Credit
Amount and its concomitant Pro Rata Share thereof pursuant to
Section 2.17(a) hereof or do not respond to Borrowers’ request for an
increase within the time required under Section 2.17(a) (each a “Non-Increasing Lender”), then the Lenders
which have agreed to such increase within the time required under
Section 2.17(a) (the “Increasing Banks”)
may elect to increase their Commitments proportionately up to the amounts of
the Commitments that would have otherwise been assumed by the Non-Increasing
Lender.  Any amount of the Commitments
not assumed by the Increasing Lenders pursuant to the immediately preceding
sentence is referred to as the “Additional
Commitments”.  Should there
exist any Additional Commitments not assumed by the Increasing Lenders, then
the Agent and the Borrowers may arrange to have one or more other lenders (each
a “New Increasing Lender”) to be
included as a Lender hereunder with respect to the Additional Commitments and
all other rights, interests and obligations of a Lender under this Agreement
and the other Credit Documents.  Any such
assumption shall be (1) pursuant to an assumption agreement substantially
similar to an Assignment and Assumption Agreement, (2) subject to and in
accordance with this Section 2.17, and (3) effective on the last day
of the Interest Period of any then outstanding LIBOR Loans.  Upon the effectiveness of the increase in
the Commitments by the Increasing Lenders or the New Increasing Lenders, as the
case may be, pursuant to this Section 2.17(b), (i) this Agreement and
the relevant Notes shall be amended and/or restated to reflect the reduction
and/or increase of each Lender’s Pro Rata Share of the Commitments contemplated
in this Section 2.17(b) (as determined by the Agent), (ii) the
Borrowers will issue new Notes to any New Increasing Lender to evidence the
Borrowers’ obligations with respect to such New Increasing Lender’s Commitment,
and (iii) each New Increasing Lender shall be deemed to be a Lender for
all purposes of this Agreement and the other Credit Documents, all at the cost
and expense of the Borrowers.


 


(c)                                  No Amendment Fee.  Any modification to this Credit Agreement or any other Credit
Document incidental to compliance with this Section 2.17 shall not require
payment of the amendment fee specified in Section 3.05 hereof.


 


2.18                           Adjustment of
Obligations.  As of the Closing Date, Union Bank of
California, N.A. (the “New Lender”)
shall be deemed to have taken by assignment and


 


27

















 


purchased from each of the other Lenders (the “Existing Lenders”), without recourse to, or
representation or warranty, by any of such other Lenders of any kind or
description, an interest in the Revolving Credit Loans and L/C Participations
owing to such other Lenders as of the Closing Date (but excluding accrued
interest and fees to and including the Closing Date) equal to its Pro Rata
Share of said outstanding obligations. 
In connection with said assignment and purchase, the New Lender shall
pay to the Existing Lenders such amounts as may be necessary such that after
giving effect to such payment, each of the Existing Lenders and the New Lender
shall be owed from the Borrowers outstanding Revolving Credit Obligations equal
to their respective Pro Rata Shares therein as of the Closing Date.


 


SECTION 3.  FEES.


 


3.01                           Unused Fee. 
The Borrowers shall pay to the Agent for the ratable account of the
Lenders based on their respective Pro Rata Shares, quarterly in arrears, an
unused fee for the period from and including the Closing Date until the
Revolving Credit Expiration Date, computed at a rate equal to the Applicable
Margin (expressed as a percentage) of the average daily amount of the
Availability.  Such fee shall be payable
commencing on June 30, 2004 (for the period commencing on the Closing Date
and ending on said June 30, 2004), and continuing quarterly on the last
Business Day of each March, June, September and December occurring
thereafter.


 


3.02                           Letter of Credit Fee. 
The Borrowers shall pay to the Agent for the ratable account of the
Lenders based on their respective Pro Rata Share annually in arrears, a letter
of credit fee computed at a rate equal to the Applicable Margin for LIBOR Loans
(expressed as a percentage) of the average Stated Amount of any Letter of
Credit outstanding during the relevant calculation period.  Such fee shall be payable commencing on the
Closing Date (for the period commencing on the Closing Date and ending on
March 31, 2005), and continuing annually on each anniversary of the
Closing Date occurring thereafter.


 


3.03                           Letter of Credit Processing Fee.  The Borrowers shall pay to the Agent for its sole account,
upon each issuance of, drawing under, and/or amendment of, a Letter of Credit,
such amounts as shall at the time of such issuance, drawing or amendment be the
administrative charge which the Agent customarily charges for such issuances
of, drawings under or amendments of, letters of credit issued by it (“Letter of Credit Processing Fees”).


 


3.04                           Agent’s Fees.  In
consideration of the services to be rendered by the Agent hereunder, the
Borrowers shall pay the Agent the agency fees set forth in a separate fee
letter furnished by the Agent to the Borrowers dated February 8, 2002.


 


3.05                           Amendment Fee. 
Upon execution and delivery of any amendment to this Agreement or
any other Credit Document pursuant to Section 11.06 hereof, the Borrowers
shall pay to the Agent for the ratable account of the Lenders based on their
respective Pro Rata Shares, an amendment fee of not less than $25,000.


 


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3.06                           Upfront Fee. 
In consideration of the amendment and restatement of the Original Credit
Agreement and the increase of the Maximum Available Revolving Credit Amount as
provided for hereunder, the Borrowers shall pay to the Agent for the ratable
account of the Lenders, based on their respective Pro Rata Shares, an upfront
fee in accordance with the fee letter furnished by the Agent to the Borrowers
dated March 31, 2004.


 


SECTION 4.                            PREPAYMENTS AND PAYMENTS
GENERALLY.


 


4.01                           Voluntary Prepayments.  The Borrowers may prepay any Loan, in whole
or in part, without premium or penalty (except as provided in
Section 2.14(c) hereof with respect to LIBOR Loans) upon at least three
(3) Business Days’ irrevocable notice to each Lender (or one (1) Business Day’s
irrevocable notice in the case of a prepayment of a Base Rate Loan), specifying
(i) the date and the amount of the prepayment (which shall be a Business
Day) and (ii) whether such prepayment is in respect of LIBOR Loans, Base
Rate Loans or a combination thereof; provided,
that any such prepayment shall include all accrued but unpaid interest in
respect of the Loans being prepaid.  The
principal portion of any partial prepayment shall be in an amount equal to
$500,000 or any whole multiple.


 


4.02                           Mandatory Prepayments. 
Immediately upon the sum of (A) the Revolving Credit
Obligations and (B) the Swingline Obligations exceeding the Maximum
Available Credit Amount, the Borrowers shall make, or cause to be made, a
mandatory prepayment of the Revolving Credit Obligations and/or the Swingline
Obligations in an amount equal to such excess, together with accrued but unpaid
interest thereon.  Without limiting the
foregoing, immediately upon the Letter of Credit Outstandings exceeding the
Letter of Credit Sublimit, the Borrower shall make, or cause to be made,
payment to the Agent in the amount of such excess to be held as cash collateral
(on terms and conditions established by the Agent and reasonably acceptable to
the Borrowers) to secure such Letter of Credit Outstandings in excess of the
Letter of Credit Sublimit.  Provided
that no Default or Event of Default has occurred and is then continuing, such
cash collateral shall be released by the Agent (on behalf of the Lenders) if
and when the Letter of Credit Outstandings have been reduced to an amount equal
to or less than the Letter of Credit Sublimit then in effect.


 


4.03                           Application of
Mandatory Prepayments.  Any prepayment received pursuant to
Section 4.02 hereof shall be applied first
to reduce the Swingline Obligations (if any) and second to reduce the Revolving Credit Obligations, and within
this clause second, first to
reduce amounts owing in respect of any Base Rate Loans and second to reduce amounts owing in respect
of any LIBOR Loans (provided that,
if there is more than one outstanding LIBOR Loan, then amounts owing in respect
of the LIBOR Loans with the Interest Period ending on the date that is the
least number of days from the date of such prepayment shall be reduced first
before reduction of amounts owing in respect of other LIBOR Loans).  Within the order of priority set forth
above, the amount of any prepayment received hereunder shall be applied to the
Loans first to reduce amounts
owing in respect of accrued but unpaid interest on the Loans being prepaid and second to reduce amounts owing in respect
of outstanding principal of such loans. 
If by operation of the provisions set forth above or any other reason,
payment of principal in respect of a LIBOR Loan is received (from any source)
on a date other than the last day of the


 


29

















 


Interest Period pertaining to such Loan, including, without limitation,
due to acceleration of said amount following the occurrence of an Event of
Default, then the Borrowers shall pay to each Lender an additional amount equal
to the applicable Funding Losses.  Such
Funding Losses shall be payable on demand by such affected Lender.


 


4.04                           General
Provisions as to Payments.  The Borrowers shall make each payment of
principal of, and interest on, the Loans and of fees due hereunder, not later
than 2:00 p.m. (prevailing New York Time) on the date when due, in immediately
available funds to the Agent at its Payment Office.  Provided that the Agent receives such payments by such time, the
Agent will distribute to each Lender on the same day its Pro Rata Share of each
such payment received by the Agent.


 


4.05                           Net Payments. 
All payments made by any Borrower hereunder shall be made without setoff
or counterclaim.  All such payments
shall be made free and clear of and without deduction or withholding for, any
present or future taxes, levies, imposts, duties, fees, assessments or other
charges of whatever nature, now or hereafter imposed by any jurisdiction or by
any department, agency, state or other political subdivision or taxing
authority thereof or therein (but excluding any tax imposed on or measured by
the net income of a Lender pursuant to the laws of the jurisdiction in which
the principal office or Payment Office of such Lender is located or under the laws
of any political subdivision or taxing authority of any such jurisdiction in
which the principal office or Payment Office of such Lender is located) and all
interest, penalties, or similar liabilities with respect thereto (collectively,
“Taxes”).  If any Taxes are so levied or imposed, each
Borrower agrees to pay the full amount of such Taxes, and such additional
amounts as may be necessary so that every net payment of amounts due hereunder,
after withholding or deduction for or on account of any Taxes, will not be less
than the amounts provided for herein. 
The Borrowers shall furnish to the Agent, within thirty (30) days after
the date the payment of any Taxes is due pursuant to applicable law, certified
copies of tax receipts evidencing such payment by the Borrowers.  Each Borrower shall indemnify and hold
harmless each Lender and reimburse each Lender upon the written request of such
Lender setting forth the basis for requesting such amount, for the amount of
any Taxes so levied or imposed and paid by such Lender.


 


In addition, each Borrower agrees to pay and indemnify and hold
harmless each Lender from and against any present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies which arise from any payment made by the Borrowers or the Agent
hereunder or from the execution, delivery or registration of, or otherwise with
respect to, this Agreement or any other Credit Document.


 


4.06                           Debiting of Account. 
If so requested by the Agent, each Borrower shall maintain a demand
deposit account (a “DDA Account”)
at the Payment Office of the Agent, and the Agent may, and each Borrower hereby
authorizes the Agent to, debit any such DDA Account or such other account
and/or certificate of deposit maintained by each Borrower with the Agent for
the amount of any payment, as and when such payment becomes due hereunder,
whether such payment is for accrued interest, principal or expense or
otherwise, even if debiting any such account or certificate of deposit results
in a loss or reduction of interest to each Borrower or the imposition of a
penalty applicable to the early withdrawal of time deposits.  Such authorization


 


30

















 


shall not affect the Obligation of each Borrower to pay when due all
amounts payable hereunder, whether or not there are sufficient funds in any
accounts of any Borrower.  The foregoing
rights of the Agent to debit any DDA Account shall be in addition to, and not
in limitation of, any rights of set-off which the Agent or any Lender may have
hereunder or under any Credit Document. 
Nothing in this Section 4.06 or otherwise in this Agreement shall
be interpreted to obligate the Agent to so debit, or set-off against, any
account of any Borrower maintained with the Agent to satisfy any of the
Obligations of each Borrower, such right to so debit and/or set-off to be
exercised by the Agent in its sole and absolute discretion.


 


SECTION 5.  CONDITIONS.


 


5.01                           Documents Required for Effectiveness of
Agreement.  The effectiveness of
this Agreement (and the increase of the Maximum Available Revolving Credit
Amount contemplated herein) is subject to the satisfaction of all of the
following conditions precedent:


 


(a)                                  Certain Documents.  The Agent shall have received on or before
the Closing Date all of the following, each in form and substance satisfactory
to each of the Lenders and in such quantities as the Agent shall reasonably
request:


 


(i)                                     the following
Credit Documents, each duly executed and delivered by the parties thereto:


 


(A)                              this Agreement;


 


(B)                                a Revolving Credit Note
for each Lender; and


 


(C)                                a Swingline Note for
the Swingline Lender.


 


(ii)                                  an incumbency
certificate of an appropriate officer of each Borrower certifying, as of the
Closing Date, the names, titles and true signatures of the officers certified
to execute the Credit Documents, and the names, titles and true signatures of
such officers of such Borrower authorized to deliver Notices of Borrowing and
Letter of Credit Requests on behalf of such Borrower;


 


(iii)                               a favorable New Jersey
and Delaware law opinion of counsel to the Borrowers addressed to the Agent and
the Lenders in the form furnished by the Agent;


 


(iv)                              a secretary’s certificate
for each Borrower to which are attached certified copies of organizational
documents of each Borrower, together with appropriate resolutions authorizing
the transactions herein contemplated;


 


31

















 


(v)                                 a certificate from the
chief financial officer of TRC dated the Closing Date to the effect that as of
such date (i) no Default or Event of Default has occurred or is
continuing, (ii) since the Balance Sheet Date, there has been no material
adverse change in the business, financial condition or operations of any
Borrower and (iii) each of the representations and warranties of any
Borrower contained in this Agreement are true in all material respects; and


 


(vi)                              pre-closing UCC, lien
search report and tax lien and judgment search reports with respect to each New
Borrower, in all appropriate jurisdictions, in each case indicating no Liens
other than Permitted Liens


 


(vii)                           such other documents as the
Lenders may reasonably require, including, without limitation, other
agreements, instruments, or indentures to which any Obligor is a party,
including, without limitation, financing statements, proofs, opinions,
guaranties and other written assurances.


 


(b)                                 Fees and Expenses.  The Borrowers shall have paid (or otherwise
satisfied as determined by the Agent and the Lenders) to the Agent and/or the
Lenders, as the case may be, all fees and expenses hereunder that are due and
payable on or prior to the Closing Date, including, without limitation, (i) the
fee specified in Section 3.06 hereof and (ii) fees and expenses incurred
by the Agent and Lenders related to the preparation, negotiation and closing of
the transaction contemplated herein that have been requested by such parties
pursuant to invoices submitted to the Borrower on or prior to the Closing Date.


 


(c)                                  Administrative Reply Form.  Each Lender shall have furnished to the
Agent such Lender’s Administrative Reply Form, with all necessary items
completed and accompanied by all required attachments.


 


(d)                                 Adjustment Payments.                      The New Lender shall have paid to
the Existing Lenders the amounts specified in Section 2.18 hereof.


 


5.02                           Requirements
for Any Advance and
Issuance of Letter of Credit. 
The obligation of the Lenders to make any Revolving Credit Loans or
Swingline Loans and the obligation of the Agent to issue any Letter of Credit,
in each case subsequent to the Closing Date, is subject to satisfaction of the
following conditions:


 


(i)                                     the
representations and warranties contained in Section 6 hereof are true and
correct on and as of the date of funding of each such Loan or date of issuance of
such Letter of Credit, as the case may be;


 


(ii)                                  no Default or Event
of Default has occurred and is continuing;


 


32

















 


(iii)                               there has been no
material adverse change in the Borrower’s or any other Obligor’s condition,
financial or otherwise, since the Closing Date; and


 


(iv)                              all of the Credit
Documents remain in full force and effect.


 


SECTION 6.  REPRESENTATIONS
AND WARRANTIES.


 


In order to induce the Lenders to enter into this Agreement, each
Borrower represents and warrants with respect to itself and, to the extent
applicable, each of its Subsidiaries, and agrees that each such representation
and warranty shall be deemed to be restated at the time of funding of each Loan
and at the time of issuance of each Letter of Credit, that:


 


6.01                           Organization; Authority.  Each Borrower is duly organized, validly
existing and in good standing under the laws of the state of its organization,
is duly qualified and is in good standing under the laws of each jurisdiction in
which it is required to be qualified because of the business it conducts or the
property it owns, and has the necessary power and authority to enter into and
perform its obligations under the Credit Documents.  The execution and performance of the Credit Documents have been
duly authorized by all necessary and appropriate proceedings on the part of
each Borrower, and, upon their execution and delivery, they will be valid,
binding, and enforceable in accordance with their terms; the execution and
performance of the Credit Documents will not violate any orders, laws or
regulations applicable to any such Borrower, any of their respective
organizational documents, or any instruments, indentures or agreements
(including any provisions pertaining to subordinated debt) to which they are a
party or by which any such Borrower or any of their respective properties are
bound; and all consents, approvals, licenses, franchises, patents, trademarks
and other general intangibles required in connection with this Agreement, the
other Credit Documents or the operation of any such Borrower’s business have
been obtained and are in full force and effect.  Each Subsidiary of each Borrower is duly organized, validly
existing, and in good standing under the laws of the jurisdiction of its
organization and is duly qualified and is in good standing under the laws of
each jurisdiction in which it is required to be qualified because of the
business it conducts or the property it owns.


 


6.02                           Use of Proceeds; Margin Regulation.  The proceeds of the Revolving Credit Loans shall be used only for
the following purposes: (i) to finance the consideration payable in
connection with acquisitions permitted pursuant to Section 8.04 hereof or
(ii) in connection with the Borrower’s other working capital needs.  The Letters of Credit shall be used solely
to support Permitted L/C Obligations. 
No Borrower is engaged in the business of extending credit for the
purpose of buying or carrying “margin stock” (within the meaning of Regulation
U issued by the Board of Governors of the Federal Reserve System).  Neither the making of any Loan, the issuance
of any Letter of Credit, nor the use of the proceeds thereof, will violate or
be inconsistent with the provisions of Regulation G, T, U or X of the Board of
Governors of the Federal Reserve System.


 


33



















6.03                           Specific
Financial Statements.


 


(a)                                  There has been furnished to the Agent and each
Lender a consolidated balance sheet of the Borrowers and their Subsidiaries
dated the Balance Sheet Date, and a consolidated statement of operations for
the fiscal year then ended, certified by the Borrowers’ independent certified
public accountants.  Such balance sheet
and statement of operations have been prepared in accordance with GAAP and fairly present the financial condition of
the Borrowers as at the close of business on the date thereof and the results
of operations for the period then ended. 
There are no contingent liabilities of the Borrowers or any of their
Subsidiaries as of such date involving material amounts, known to the officers
of any of the Borrowers not disclosed in said balance sheet and the related
notes thereto.


 


(b)                                 The
Borrowers (both before and after giving effect to the transactions contemplated
by this Agreement) are solvent, have assets having a fair value in excess of
the amount required to pay their probable liabilities on their existing debts
as they become absolute and matured, and have, and will have, access to
adequate capital for the conduct of their business and the ability to pay their
debts from time to time incurred in connection therewith as such debts mature.


 


(c)                                  Since
the Balance Sheet Date, there have occurred no material adverse changes in the
financial condition or business of the Borrowers and their Subsidiaries as
shown on or reflected in the consolidated balance sheet of the Borrowers and
their Subsidiaries as at the Balance Sheet Date, or the consolidated statement
of operations for the fiscal year then ended other than changes in the ordinary
course of business which have not had any material adverse effect on the business
or financial condition of the Borrowers or their Subsidiaries considered as a
whole.  Since the Balance Sheet Date,
there has not been any Distribution by any of the Borrowers.


 


6.04                           Litigation.  Except as set forth on ANNEX I hereto, there are no actions,
suits, proceedings or investigations of any kind pending or threatened against
any of the Borrowers or any of their Subsidiaries before any court, tribunal or
administrative agency or board which, if adversely determined, might, either in
any case or in the aggregate, materially adversely affect the properties,
assets, financial condition or business of the Borrowers and their
Subsidiaries, considered as a whole, or materially impair the right of the
Borrowers and their Subsidiaries, considered as a whole, to carry on business
substantially as now conducted, or result in any substantial liability not
adequately covered by insurance, or for which adequate reserves are not
maintained on the consolidated balance sheets of the Borrowers, or which
question the validity of any of the Credit Documents, or any action taken or to
be taken pursuant hereto or thereto.


 


6.05                           No
Materially Adverse Contracts, Etc.  None of the Borrowers nor any of their
Subsidiaries is subject to any charter, partnership agreement, operating
agreement, or corporate or other legal restriction, or any judgment, decree,
order, rule or regulation which in the judgment of the Borrowers’ officers has
or is expected in the future to have a materially adverse effect on the
business, assets or financial condition of the Borrowers and their Subsidiaries
as a whole. None of the Borrowers nor any of their Subsidiaries is a party to
any


 


34

















 


contract or agreement which in the reasonable judgment of the
Borrowers’ officers has or is expected to have any materially adverse effect on
the business of the Borrowers and their Subsidiaries as a whole, except as
otherwise reflected in adequate reserves.


 


6.06                           Compliance
with Other Instruments,
Laws, Etc.  None of the Borrowers nor any of their
Subsidiaries is in violation of any provision of their charter documents or
bylaws or any agreement or instrument by which any of them may be subject or by
which any of them or any of their properties may be bound or any decree, order,
judgment, or any statute, license, rule or regulation, in a manner which could
result in the imposition of substantial penalties or materially and adversely
affect the financial condition, properties or business of any of the Borrowers
or any of their Subsidiaries considered as a whole.


 


6.07                           ERISA.  Each Plan is in
substantial compliance with ERISA and the applicable provisions of the Code and
there does not exist with respect to any such Plan an “accumulated funding
deficiency” (as such term is defined in ERISA).  No material liability to the PBGC has been incurred by any
Borrower with respect to any such Plan and no “Reportable Event” under ERISA has occurred.  None of the Borrowers nor any of their
Subsidiaries has actual or anticipated liability under Section 4971 of the
Code (relating to tax on failure to meet the minimum funding standard of
Section 412 of the Code) with respect to any Multiemployer Plan.  No proceedings have been instituted to
terminate any Plan and no condition exists which presents a material risk to
any Borrower or any of their Subsidiaries of incurring a liability to or on
account of any Plan pursuant to the provisions of ERISA or the applicable
provisions of the Code.


 


6.08                           Tax Status.  The Borrowers and their Subsidiaries have made
or filed all federal and state income and all other tax returns, reports and
declarations required by any jurisdiction to which any of them are subject
(unless and only to the extent that such Borrower or such Subsidiary has set
aside on its books provisions reasonably adequate for the payment of all unpaid
and unreported taxes); and have paid all taxes and other governmental
assessments and charges that are material in amount, shown or determined to be
due on such returns, reports and declarations, except those being contested in
good faith; and have set aside on their books provisions reasonably adequate
for the payment of all taxes for periods subsequent to the periods to which
such returns, reports or declarations apply. There are no unpaid taxes in any
material amount claimed to be due by the taxing authority of any jurisdiction,
and the officers of the Borrowers and their Subsidiaries know of no basis for
any such claim.


 


6.09                           Compliance
with Statutes, Etc.  Each of the Borrowers and their Subsidiaries
is in compliance with all applicable statutes, regulations and orders of, and
all applicable restrictions imposed by, all governmental bodies, domestic or
foreign, in respect of the conduct of its business and the ownership of its
property (including, without limitation, applicable statutes, regulations,
orders and restrictions relating to environmental standards and controls), except such noncompliances as would not, in
the aggregate, have a material adverse effect on the business, operations,
property, assets or financial condition of the Borrowers or their Subsidiaries
taken as a whole.


 


35

















 


6.10                           No
Authorizations or Approvals.  No authorization or approval or other action
by, and no notice to, or filing with, any governmental authority or regulatory
body is required for the due execution, delivery and performance by any
Borrower of this Agreement and the other Credit Documents other than such authorizations that have
been obtain prior to the Closing Date and continue to be in full force and
effect.


 


6.11                           Holding
Company and Investment Company
Acts.  None of the
Borrowers nor any of their Subsidiaries is a “holding company”, or an
“affiliate” of a “holding company”, as such terms are defined in the Public
Utility Holding Company Act of 1935; nor are any of them a “registered
investment company”, or an “affiliated company” or a “principal underwriter” of
a “registered investment company”, as such terms are defined in the Investment
Act of 1940, as amended.


 


6.12                           Subsidiaries.  Schedule I hereto lists each
Subsidiary of each Borrower (and the direct or indirect ownership interest of
such Borrower therein), in each case existing on the Closing Date.  None of the Borrowers nor any of their
Subsidiaries has any interests in any Person other than as set forth in said
Schedule I.  No such Subsidiary has
any Subsidiaries.


 


6.13                           Intellectual
Property, etc.  Each of the Borrowers and each of their
Subsidiaries have obtained all material patents, trademarks, servicemarks,
trade names, copyrights, technology, processes, licenses and other rights (“Intellectual Property”), free from any
burdensome restrictions, that are necessary for the operation of their
respective businesses as presently conducted and as proposed to be
conducted.  No claim has been asserted
or threatened questioning the use of such Intellectual Property, nor does the
Borrower know of any valid basis for any such claim.


 


6.14                           Labor Matters. 
Except as disclosed on ANNEX I,
none of the Borrowers nor any of their Subsidiaries is a party to a labor
contract.  There are no strikes,
lockouts or other disputes relating to any collective bargaining or similar
agreement to which a Borrower or any of its Subsidiaries is a party.


 


6.15                           Assets and Properties.  Each of the Borrowers and each of their Subsidiaries have good
and marketable title to all of their respective assets and properties (tangible
and intangible) and all such assets and properties are free and clear of all
Liens (except Permitted Liens). 
Substantially all of the assets and properties owned by, leased to or
used by each Borrower or its Subsidiaries are in adequate operating condition
and repair, ordinary wear and tear excepted, are free and clear of any known
defects except such defects as do
not substantially increase with the continued use thereof in the conduct of
normal operation, and such assets are able to serve the function for which they
are currently being used, except
in each case where the failure of such asset or property to meet such
requirements would not have or is not expected to have a material adverse
effect on the operations of the Borrowers or their Subsidiaries, taken as a
whole.


 


6.16                           Insurance.  Annex I hereto lists all material insurance
contracts and binders of each Borrower and its Subsidiaries which are currently
in full force and effect.  Such
contracts and binders provide coverages which are usual and customary in the
business of such


 


36

















 


Borrower and its Subsidiaries as to amount and scope.  If requested by the Agent, each such
insurance contract and binder shall contain standard lender’s endorsement and
loss payee endorsements in favor of the Agent, on behalf of the Lenders, and be
subject to cancellation or reduction in coverage only upon thirty (30) days’
prior written notice thereof to the Agent.


 


6.17                           True and
Complete Disclosure.  All factual information (taken as a whole)
heretofore or contemporaneously furnished by any Borrower to the Agent or any
of the Lenders for the purposes of or in connection with this Agreement or any
transactions contemplated herein is, and all other such factual information
(taken as a whole) hereafter furnished by or on behalf of such Persons in
writing to any Lender will be, true and accurate in all material respects on
the date as of which such information is dated or certified and does not omit
to state any fact necessary to make such information (taken as a whole) not
misleading at such time in light of the circumstances under which such
information was provided.


 


6.18                           Absence
of Financing Statements,
Etc.  Except with respect to Permitted Liens, there
is no financing statement, security agreement, chattel mortgage, real estate
mortgage or other document filed or recorded with any filing records, registry,
or other public office, which purports to cover, affect or give notice of any
present or possible future lien on, or security interest in, any assets or
property of any of the Borrowers or any of their Subsidiaries or rights
thereunder.


 


6.19                           Perfection
of Security Interest.  All
filings, assignments, pledges and deposits of documents or instruments required
to be made by the Borrowers hereunder have been made and all other actions have
been taken which are required to be taken by the Borrowers hereunder to
establish and perfect the Agent’s security interest in the Collateral for the
ratable benefit of the Lenders.  The
Collateral and the Agent’s rights with respect to the Collateral are not
subject to any setoff, claims, withholdings or other defenses.  The Borrowers are the owners of the
Collateral free from any lien, security interest, encumbrance and any other
claim or demand, except for Permitted Liens.


 


6.20                           Certain
Transactions.  Except
as may be disclosed in the Borrowers’ proxy statements, none of the officers,
directors, or employees of the Borrowers nor their Subsidiaries is presently a
party to any transaction with any other Borrower or Subsidiary (other than for
services as employees, officers and directors), including, without limitation,
any contract, agreement or other arrangement providing for the furnishing of
services to or by, providing for rental of real or personal property to or
from, or otherwise requiring payments to or from any officer, director or such employee
or, to the knowledge of any of the Borrowers, any corporation, partnership,
trust or other entity in which any officer, director, or any such employee has
a substantial interest or is an officer, director, trustee or partner.


 


6.21                           Environmental
Compliance.  The
Borrowers have taken all necessary steps to investigate the past and present
condition and usage of their and their Subsidiaries’ properties and the
operations conducted thereon and, based upon such diligent investigation, have
determined that,


 


37

















 


(a)                                  ANNEX I hereto fully and fairly describes each of the
Exit Strategy Projects in which a Borrower is currently engaged.


 


(b)                                 Except as set forth on ANNEX I hereto or otherwise in connection
with an Exit Strategy Project permitted pursuant to Section 8.13 hereof,
none of the Borrowers, their Subsidiaries or any operator of their properties
is in violation, or alleged violation, of any judgment, decree, order, law,
license, rule or regulation pertaining to environmental matters, including
without limitation, those arising under the Resource Conservation and Recovery
Act (“RCRA”), the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 as amended (“CERCLA”), the Superfund Amendments and
Reauthorization Act of 1986 (“SARA”),
the Federal Clean Water Act, the Federal Clean Air Act, the Toxic Substances
Control Act, or any state or local statute, regulation, ordinance, order or
decree relating to health, safety or the environment (hereinafter “Environmental Laws”), which violation would
have a material adverse effect on the environment or the business, assets or
financial condition of the Borrowers on a consolidated basis.


 


(c)                                  Except as set forth on ANNEX I hereto or otherwise in connection
with an Exit Strategy Project permitted pursuant to Section 8.13 hereof,
neither the Borrowers nor their Subsidiaries has received notice from any third
party including, without limitation: any federal, state or local governmental
authority, (i) that any one of them has been identified by the United
States Environmental Protection Agency (“EPA”)
as a potentially responsible party under CERCLA with respect to a site listed
on the National Priorities List, 40 C.F.R. Part 300 Appendix B (1986); (ii) that
any hazardous waste, as defined by 42 U.S.C. Section 6903(5), any
hazardous substances as defined by 42 U.S.C. Section 9601(14), any
pollutant or contaminant as defined by 42 U.S.C. Section 9601(33) and any
toxic substance, oil or hazardous materials or other chemicals or substances
regulated by any Environmental Laws (“Hazardous
Substances”) which any one of them has generated, transported or
disposed of has been found at any site at which a federal, state or local
agency or other third party has conducted or has ordered that any Borrower or
any of their Subsidiaries conduct a remedial investigation, removal or other
response action pursuant to any Environmental Law; or (iii) that it is or
shall be a named party to any claim, action, cause of action, complaint, legal
or administrative proceeding arising out of any third party’s incurrence of
costs, expenses, losses or damages of any kind whatsoever in connection with
the release of Hazardous Substances.


 


(d)                                 Except as set forth on ANNEX I hereto or otherwise in connection
with an Exit Strategy Project permitted pursuant to Section 8.13 hereof:
(i) no portion of any Borrower’s or any of their Subsidiaries’ properties
has been used by any Borrower or any Subsidiaries of any Borrower for the handling,
processing, storage or disposal of Hazardous Substances except in accordance
with applicable Environmental Laws; (ii) (A) no underground tank or other
underground storage receptacle for Hazardous Substances is located on such
properties that are owned by Borrowers or any of their Subsidiaries and (B) no
underground tank or other underground storage receptacle for Hazardous
Substances is located on such properties that are leased by Borrowers for which
any Borrower or any of their Subsidiaries is or will be liable; (ii) in
the course of any activities conducted by any of the Borrowers, their
Subsidiaries or operators of their properties, no Hazardous Substances have
been generated or are being used on such properties except in accordance with
applicable Environmental Laws; (iii) (A) there have been no unpermitted


 


38

















 


releases (i.e. any past or present releasing, spilling, leaking,
pumping, pouring, emitting, emptying, discharging, injecting, escaping,
disposing or dumping) or threatened releases of Hazardous Substances on, upon,
into or from properties owned by any of the Borrowers or any of their
Subsidiaries, which releases would have a material adverse effect on the value
of such properties or adjacent properties or the environment and (B) there have
been no unpermitted releases (i.e. any past or present releasing, spilling,
leaking, pumping, pouring, emitting, emptying, discharging, injecting,
escaping, disposing or dumping) or threatened releases of Hazardous Substances
on, upon, into or from properties leased by any of the Borrowers or any of
their Subsidiaries for which any Borrower or Subsidiary is or will be liable,
which releases would have a material adverse effect on the value of such
properties or adjacent properties or the environment; and (iv) in
addition, any Hazardous Substances that have been generated on the properties
of the Borrowers or any of their Subsidiaries, have been transported offsite
only by carriers having an identification number issued by the EPA, treated or
disposed of only by treatment or disposal facilities maintaining valid permits
as required under applicable Environmental Laws, which transporters and
facilities have been and are, to the best of the Borrowers’ knowledge,
operating in compliance with such permits and applicable Environmental Laws.


 


(e)                                  Except as set forth on ANNEX I hereto or otherwise in connection
with an Exit Strategy Project permitted pursuant to Section 8.13 hereof,
none of the properties of the Borrowers or any of their Subsidiaries are or
shall be subject to any applicable environmental clean up responsibility law or
environmental restrictive transfer law or regulation, by virtue of the
transactions set forth herein and contemplated hereby.


 


(f)                                    Except as set forth on ANNEX I hereto or otherwise in connection
with an Exit Strategy Project permitted pursuant to Section 8.13 hereof,
the Borrowers further represent that they have provided the Agent with true and
complete copies of all documents, reports, site assessments, data,
communication and other materials in any of their possession or to which they
have access, which contain information with respect to potential environmental
liabilities of the Borrowers or their Subsidiaries related to compliance with
Environmental Laws.


 


SECTION 7.  AFFIRMATIVE
COVENANTS.


 


For so long as there are any outstanding Obligations hereunder, or the
Lenders shall have any obligation hereunder, the Borrowers agree as follows:


 


7.01                           Records and
Accounts.  Each of the Borrowers will keep, and will
cause each of its Subsidiaries to keep, true and accurate records and books of
account in which full, true and correct entries will be made in accordance with
GAAP and with the requirements of all regulatory authorities and maintain
adequate accounts and reserves for all taxes (including income taxes),
depreciation, depletion, obsolescence and amortization of its properties and
the properties of its Subsidiaries, all other contingencies, and all other
proper reserves.


 


7.02                           Financial
Statements,
Certificates and Information. 
The Borrowers will deliver to the
Agent and each Lender:


 


39

















 


(a)                                  as soon as practicable, but, in any event not
later than ninety (90) days after the end of each fiscal year of the Borrowers,
the consolidated balance sheet of the Borrowers as at the end of such year,
statements of cash flows, and the related consolidated statement of operations,
each setting forth in comparative form the figures for the previous fiscal
year, all such consolidated statements to be in reasonable detail, prepared in
accordance with GAAP, and certified without qualification by Deloitte &
Touche LLP or by other independent nationally recognized certified public
accountants, together with a written statement from such accountants to the
effect that they have read a copy of this Agreement, and that, in making the
examination necessary to said certification, they have obtained no knowledge of
any Default or Event of Default, or, if such accountants shall have obtained
knowledge of any then existing Default or Event of Default they shall disclose
in such statement any such Default or Event of Default; provided, that such
accountants shall not be liable to the Agent or any Lender for failure to
obtain knowledge of any Default or Event of Default;


 


(b)                                 as soon as practicable, but in any event not
later than fifty (50) days after the end of each fiscal quarter of each fiscal
year of the Borrowers, copies of the unaudited consolidated and consolidating
balance sheet and statement of operations of the Borrowers as at the end of
such quarter, subject to year end audit adjustments, and consolidated statement
of cash flows, all in reasonable detail and prepared in accordance with GAAP,
together with a certification by the principal financial or accounting officer
of TRC that such financial statements have been prepared in accordance with
GAAP and fairly present the financial condition of the Borrowers as at the
close of business on the date thereof and the results of operations for the
period then ended;


 


(c)                                  as
soon as practicable, but in any event not later than forty-five (45) days after
the end of each fiscal quarter of each fiscal year of TRC, an accounts
receivable aging summary report for the Borrowers substantially in the form
historically furnished by the Borrowers to the Agent and otherwise reasonably
acceptable to the Agent;


 


(d)                                 no later than April 15th and
October 15th of each fiscal year of the Borrowers, the annual
forecasts or projections of the Borrowers for the current fiscal year
(including the projected consolidated and consolidating balance sheets for the
end of such fiscal year);


 


(e)                                  contemporaneously with the filing or mailing
thereof, copies of all material of a financial nature filed with the SEC
(including, without limitation, TRC’s Form 10-K, Form 10-Q and each Form 8-K
(or , in each case, any comparable successor form promulgated by the SEC)) or
sent to the stockholders of each Borrower; and


 


(f)                                    such other material information regarding the business,
operations and prospects of the Borrowers (financial or otherwise) as the Agent
or any Lender may reasonably request.


 


7.03                           Compliance
Certificates.  Furnish to the Agent and the Lenders,
together with each set of financial statements described in clauses (a) and (b)
of Section 7.02 hereof, a compliance certificate, substantially in the
form of EXHIBIT E hereto,  signed by TRC’s chief


 


40

















 


financial officer or any other appropriate executive officer of TRC
reasonably acceptable to the Agent, certifying that: (i) the financial
statements delivered with such certificate are true and correct, and conform in
all respects to the requirements of Section 7.02(a) or 7.02(b) hereof, as
the case may be, (ii) all representations and warranties set forth in this
Agreement and in any other Credit Document are true and correct as of the date
thereof in all material respects; (iii) none of the covenants in this
Agreement or in any other Credit Document has been breached; (iv) no
Default or Event of Default under this Agreement or under any other Credit
Document has occurred and is continuing; and (v) the computation of the
financial covenants set forth in Sections 8.07, 8.08, 8.09 and 8.10 hereof,
together with the calculation of each significant component thereof necessary
to determine compliance with such covenants, and its determination of the
Applicable Margins based on such computations.


 


7.04                           Existence and
Conduct of Business.  Each
Borrower and its Subsidiaries will do or cause to be done all things necessary
to preserve and keep in full force and effect its existence, rights and
franchises; effect and maintain its foreign qualifications, licensing,
domestication or authorization except as terminated by its board of directors
(or similar governing body) in the exercise of its reasonable judgment; use its
best efforts to comply with all applicable laws; and shall not become obligated
under any contract or binding arrangement which, at the time it was entered into
would materially adversely impair the financial condition of the Borrowers, on
a consolidated basis.  Each Borrower
will, and will cause each of its Subsidiaries to, continue to engage primarily
in the businesses now conducted by them and in related businesses.


 


7.05                           Maintenance
of Properties.  Each
Borrower will cause all of its properties and those of its Subsidiaries used or
useful in the conduct of its business or the business of its Subsidiaries to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of such Borrower may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in
this Section 7.05 or in Section 7.04 hereof shall prevent any
Borrower from discontinuing the operation and maintenance of any of its properties
or those of its Subsidiaries if such discontinuance is, in the reasonable
judgment of such Borrower, desirable in the conduct of its or their business
and which do not in the aggregate materially adversely affect the business of
the Borrowers and their Subsidiaries on a consolidated basis.


 


7.06                           Insurance. 
The Borrowers will maintain, and
cause their Subsidiaries to maintain, with financially sound and reputable
insurance companies, funds or underwriters insurance of the kinds, covering the
risks and in the relative proportionate amounts usually carried by reasonable
and prudent companies conducting businesses similar to that of the Borrowers,
including, to the extent it is commercially available, feasible, and reasonably
priced environmental impairment insurance.


 


7.07                           Taxes.  Each Borrower will and will cause each of its
Subsidiaries to duly pay and discharge, or cause to be paid and discharged,
before the same shall become overdue, all taxes, assessments and other
governmental charges (other than taxes, assessments and other


 


41

















 


governmental charges imposed by foreign jurisdictions which in the
aggregate are not material to the business or assets of any Borrower on an
individual basis or of the Borrowers and their Subsidiaries on a consolidated
basis) imposed upon it and its real properties, sales and activities, or any
part thereof, or upon the income or profits therefrom, as well as all claims
for labor, materials, or supplies, which if unpaid might by law become a lien
or charge upon any of its property; provided,
however, that any such tax, assessment, charge, levy or claim need
not be paid if the validity or amount thereof shall currently be contested in
good faith by appropriate proceedings and if such Borrower or such Subsidiary
shall have set aside on its books adequate reserves with respect thereto; and
provided, further, that such Borrower and such Subsidiary will pay all such
taxes, assessments, charges, levies or claims forthwith upon the commencement
of proceedings to foreclose any lien which may have attached as security
therefor.


 


7.08                           Inspection of
Properties, Books, and
Contracts.  The Borrowers shall permit the Agent or any
Lender or any of their designated representatives, to visit and inspect any of
the properties of the Borrowers or any of their Subsidiaries, to examine the
books of account of the Borrowers and their Subsidiaries and contracts under
which any of the Borrowers performs services (and to make copies thereof and
extracts therefrom), and to discuss the affairs, finances and accounts of the
Borrowers and their Subsidiaries with, and to be advised as to the same by,
their officers, all at such reasonable times and intervals as the Agent or a
Lender may reasonably request.


 


7.09                           Compliance with Laws, Contracts, Licenses and Permits.  Each
Borrower will and will cause each of its Subsidiaries to comply with
(i) the provisions of its charter documents and by-laws and all agreements
and instruments by which it or any of its properties may be bound; and
(ii) all applicable laws and regulations (including Environmental Laws),
decrees, orders and judgments (“Applicable
Laws”) except where noncompliance with such Applicable Laws would
not have a material adverse effect in the aggregate on the financial condition,
properties or business of any Borrower or any Subsidiary.  If at any time while any of the Obligations
are outstanding or the Agent or any Lender has any obligation to make Loans or
to issue Letters of Credit hereunder, any authorization, consent, approval,
permit or license from any officer, agency or instrumentality of any government
shall become necessary or required in order that any Borrower may fulfill any
of its obligations hereunder, such Borrower will immediately take or cause to
be taken all reasonable steps within the power of such Borrower to obtain such
authorization, consent, approval, permit or license and furnish the Agent and
each Lender with evidence thereof.


 


7.10                           Pension Plans.  Each Borrower and each Subsidiary shall:


 


(a)                                  fund each Plan as required by Section 412
of the Code of 1954;


 


(b)                                 furnish to the Agent and each Lender a copy of
any actuarial statement related to any plan required to be submitted under
Section 103(d) of ERISA, no later than the date on which such statement is
submitted to the Department of Labor or the Internal Revenue Service;


 


42

















 


(c)                                  furnish to the Agent and each Lender
forthwith, a copy of (i) any notice of a Plan termination sent to the PBGC
under Section 4041(a) of ERISA or (ii) any notice, report or demand sent
or received by a pension plan under Sections 4041, 4042, 4043, 4063, 4065, 4066
and 4068 of ERISA; and


 


(d)                                 furnish to the Agent and each Lender a copy of
any request for waiver from the funding standards or extension of the
amortization periods required by Section 412 of the Code no later than the
date on which the request is submitted to the Department of Labor or the
Internal Revenue Service, as the case may be.


 


7.11                           Further
Assurances.  The Borrowers will cooperate with the Agent
and each Lender and execute such further instruments and documents as the shall
reasonably request to carry out to the satisfaction of the Agent and the
Lenders the transactions contemplated by this Agreement.


 


7.12                           Notice of
Potential Claims or
Litigation.  Each of the Borrowers shall deliver to the
Agent and each Lender, within thirty (30) days of receipt thereof, written
notice of any pending action, claim, complaint, or any other notice of dispute
or potential litigation (including without limitation any alleged violation of
any Environmental Law), wherein the potential liability is unspecified or in
excess of $1,000,000, together with a copy of each such notice received by any
Borrower or its Subsidiary.


 


7.13                           Other Notices.


 


(a)                                  The Borrowers will promptly notify the Agent
and each Lender in writing of (i) the change in status of any inactive
Subsidiary listed on SCHEDULE I
hereto, or (ii) the occurrence of any Default or Event of Default.  If any person shall give any notice or take
any other action in respect of a claimed default (whether or not constituting
an Event of Default) under this Agreement or any other note, evidence of
indebtedness, indenture or other obligation as to which any Borrower or any of
their Subsidiaries is a party or obligor, whether as principal or surety, the
Borrowers shall forthwith give written notice thereof to the Agent and each
Lender, describing the notice of action and the nature of the claimed default.


 


(b)                                 The
Borrowers will promptly notify the Agent and each Lender in writing of
(i) any contract or other agreement pertaining to an Exit Strategy Project
(with a copy of such contract attached); (ii) any contract or agreement
having a value or liability to a Borrower in excess of $5,000,000; and
(iii) any “so called” brownfield projects (i.e., the purchase of
contaminated real estate by a Borrower and remediation thereof for
resale).  In connection with such
notice, the Borrowers shall provide the Agent and each Lender with information
on such matters as may be reasonably requested by the Agent or any Lender from
time to time.


 


7.14                           New Borrowers. 
Any newly-created Subsidiaries (other than Immaterial Subsidiaries) of
any Borrower shall become a Borrower hereunder by signing the Notes (or
allonges thereto), entering into a joinder to this Agreement with the other
parties hereto providing that such Subsidiary shall become a Borrower
hereunder, entering into a joinder to the Security Agreement to become a party
thereto, and providing such other documentation as the


 


43

















 


Agent or any Lender may reasonably request including, without
limitation, documentation with respect to conditions noted in 5.01(a)
hereof.  In such event, the Agent is
hereby authorized by the parties to amend SCHEDULE I
hereto to include such Subsidiary as a Borrower hereunder.  If at any time the Required Lenders
determine that an Immaterial Subsidiary no longer qualifies as such based on
the criteria set forth in the definition of Immaterial Subsidiary set forth
herein, then such former Immaterial Subsidiary shall be deemed to be a
Subsidiary for all purposes hereunder and under the Credit Documents and the
Borrower shall cause any such Subsidiary to comply with this
Section 7.14.  The foregoing
notwithstanding, the modifications to the Credit Documents incidental to
compliance with this Section 7.14 shall not be subject to the amendment
fee specified in Section 3.05 hereof.


 


7.15                           Deposit
Relationships.  Each Borrower shall maintain its primary
operating, depositary and cash management accounts with the Agent.


 


SECTION 8.  NEGATIVE
COVENANTS.


 


For so long as any Obligations are outstanding, or the Lenders shall
have any obligation hereunder, the Borrowers agree as follows:


 


8.01                           Restrictions
on Indebtedness.  The
Borrowers will not, and will not permit any Subsidiary to, create, incur,
assume, guarantee or be or remain liable, contingently or otherwise, with
respect to any Indebtedness other
than:


 


(a)                                  Indebtedness to the Agent or any Lender
arising under this Agreement or the other Credit Documents;


 


(b)                                 Existing Indebtedness as listed on ANNEX I hereto, on the terms and conditions
in effect as of the date hereof;


 


(c)                                  Current liabilities of the Borrowers incurred
in the ordinary course of business not incurred through (i) the borrowing
of money, or (ii) the obtaining of credit except for credit on an open
account basis customarily extended and in fact extended in connection with
normal purchases of goods and services;


 


(d)                                 Indebtedness in respect of taxes, assessments,
governmental charges or levies and claims for labor, materials and supplies to
the extent that payment therefor shall not at the time be required to be made
in accordance with the provisions of Section 7.07 hereof and Indebtedness
secured by liens of carriers, warehousemen, mechanics and materialmen permitted
by Section 8.02(e) hereof;


 


(e)                                  Indebtedness in respect of judgments or awards
which have been in force for less than the applicable period for taking an
appeal so long as execution is not levied thereunder or in respect of which
such Borrower shall at the time in good faith be prosecuting an appeal or
proceedings for review and in respect of which a stay of execution shall have
been obtained pending such appeal or review and in respect of which the
Borrowers have maintained adequate reserves; and Indebtedness in respect of a
final judgment against any Borrower which is


 


44

















 


undischarged, unsatisfied and unstayed and which, with other
outstanding final judgments, undischarged against the Borrowers does not exceed
$1,000,000 in aggregate amount; and


 


(f)                                    Other
Indebtedness, not to exceed $7,000,000 in the aggregate, incurred after the
date hereof (including existing Indebtedness of any Subsidiaries of the
Borrowers acquired after the date hereof), through the borrowing of money or
the obtaining of credit, incurred in connection with the lease or acquisition
of property or fixed assets useful or intended to be used in carrying on the
business of the Borrowers and the Subsidiaries.


 


8.02                           Restrictions on
Liens.  No
Borrower will, nor will any Borrower permit any Subsidiary to, create or incur
or suffer to be created or incurred or to exist any Lien upon any of its
property or assets of any character (other than upon any margin stock, as
defined in Regulation U of the Board of Governors of the Federal Reserve
System, owned by any Borrower or any Subsidiary arising in connection with
Investments permitted pursuant to clauses (h) and (i) of Section 8.03
hereof), whether now owned or hereafter acquired, or upon the income or profits
therefrom; or transfer any of such property or assets or the income or profits
therefrom for the purpose of subjecting the same to the payment of Indebtedness
or performance of any other obligation in priority to payment of its general
creditors; or acquire, or agree or have an option to acquire, any property or
assets upon conditional sale or other title retention or purchase money
security agreement, device or arrangement; or suffer to exist for a period of
more than thirty (30) days after the same shall have been incurred any
Indebtedness or claim or demand against it which if unpaid might by law or upon
bankruptcy or insolvency, or otherwise, be given any priority whatsoever over
its general creditors; or sell, assign, pledge or otherwise transfer any
accounts, contract rights, general intangibles or chattel paper, with or
without recourse, except:


 


(a)                                  To the extent permitted under
Section 8.01(f) hereof, Liens securing the Indebtedness incurred in
connection with the acquisition of property or assets useful or intended to be
used in carrying on the business of the Borrowers or the acquiring Subsidiary, provided that such Liens shall encumber
only the property or assets so acquired and do not exceed the fair market value
thereof;


 


(b)                                 Liens to secure taxes, assessments and other
government charges or claims for labor, material or supplies in respect of
obligations not overdue;


 


(c)                                  Deposits or pledges made in connection with,
or to secure payment of, workers’ compensation, unemployment insurance,
pensions or other social security obligations;


 


(d)                                 Liens in respect of judgments or awards, the
Indebtedness with respect to which is permitted by Section 8.01(e) hereof;


 


(e)                                  Liens of carriers, warehousemen, mechanics and
materialmen, and other like liens, in existence less than one hundred and
twenty (120) days from the date of creation thereof in respect of obligations
not overdue;


 


(f)                                    Encumbrances consisting of easements, rights
of way, zoning restrictions, restrictions on the use of real property and
defects and irregularities in the title thereto, landlord’s


 


45

















 


or lessor’s liens under leases to which any Borrower or any Subsidiary
is a party, and other minor liens or encumbrances none of which in the
reasonable opinion of the respective Borrower or Borrowers interferes
materially with the use of the property affected in the ordinary conduct of the
business of such Borrower and its Subsidiaries, which defects do not
individually or in the aggregate have a material adverse effect on the business
of such Borrower individually or of the Borrowers and their Subsidiaries on a
consolidated basis; and


 


(g)                                 Liens securing the Obligations.


 


8.03                           Restrictions
on Investments. No Borrower will, nor will any Borrower permit any Subsidiary to,
make or permit to exist or to remain outstanding any Investment except the following:


 


(a)                                  Marketable direct or guaranteed obligations of
the United States of America which mature within one (1) year from the date of
purchase by the Borrowers;


 


(b)                                 Demand deposits, certificates of deposit,
bankers’ acceptances, time deposits and variable rate demand obligations of any
Lender or any other commercial bank organized under the laws of the United
States (or any State thereof) having total assets in excess of $1,000,000,000
United States Dollars;


 


(c)                                  Securities commonly known as “commercial paper” issued by a corporation
organized and existing under the laws of the United States of America or any
state thereof which at the time of purchase have been rated and the ratings for
which are less than “P-1” if rated by Moody’s Investors Services, Inc. and less
than “A-1” if rated by Standard and Poor’s Ratings Group, provided that such
investments shall not exceed $2,000,000;


 


(d)                                 Debt securities of corporations organized and
existing under the laws of the United States of America or any United States
governmental entities under which full payment of principal and interest is
assured by a letter of credit issued by commercial banks organized under the
laws of the United States (or any State thereof) so long as such bank has total
assets in excess of $1,000,000,000 in United States Dollars and which at the
time of purchase such debt is rated and the ratings for which are not less than
“P-1” if rated by Moody’s Investors Services, Inc. and not less than “A-1” if
rated by Standard and Poor’s Ratings Group;


 


(e)                                  Trade payables, accrued payroll and vacation,
and taxes payable, all accrued in the ordinary course of business;


 


(f)                                    Present and future Investments by the
Borrowers in any Person which is a Borrower listed on SCHEDULE 1 hereto;


 


(g)                                 Other Investments in addition to the existing
Investments permitted in clause (i) below; provided
that such other Investments shall not exceed $4,000,000 (such amount determined
on the basis of cost) at any one time outstanding;


 


(h)                                 Existing Investments listed on ANNEX I hereto; and


 


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(i)                                     Short term money market investments in money
market loans or portions of such loans sold by the Agent or any Lender; and


 


(j)                                     Investment in acquisitions permitted pursuant
to Section 8.04(b)(i).


 


8.04                           Merger, Consolidation, and Acquisition.  No Borrower will become a party to any
merger, consolidation, or acquisition except
(a) for the merger or consolidation of a Borrower with another Borrower or
(b) where (i) such Borrower is the surviving corporation of a merger;
(ii) such merger, consolidation, or acquisition is of a Person in the
environmental consulting, engineering or related field; (iii) the Agent
and each Lender has been provided with a certificate demonstrating that the
Borrowers are in current compliance with and, after giving effect to the
proposed acquisition (including any borrowings made or to be made in connection
therewith), will continue to be in compliance with, all of the covenants in
this Section 8; (iv) all of the assets to be acquired shall be owned
by an existing or newly created Subsidiary of TRC that is a Borrower, or, in
the case of a stock acquisition, the acquired company shall become or shall be
merge with a wholly-owned Subsidiary of TRC that is a Borrower, and each newly
created Subsidiary shall grant to the Agent (for the benefit of the Lenders) a
security interest in its assets that are of the same type and character as the
Collateral to secure its Obligations and shall otherwise comply with the
provisions of Section 7.14 hereof; (v) the required majority of the
board of directors (or comparable governing body) of the target company
incumbent at the time such acquisition, merger or consolidation is proposed has
acquiesced either voluntarily or by order of a court of competent jurisdiction,
or the transaction is otherwise deemed in the reasonable judgment of the
Required Lenders to be a “friendly” acquisition; (vi) the total
consideration for such merger, consolidation or acquisition (including cash and
assumed Indebtedness) shall not exceed $8,000,000 for any single merger,
consolidation or acquisition and an aggregate amount of $20,000,000 for all
such mergers, consolidations or acquisitions consummated in any period of
twelve (12) consecutive months without the prior written consent of the
Required Lenders; (vii) the Borrowers shall have delivered to the Agent
and each Lender in form and substance satisfactory to the Required Lenders,
information on the transaction to be completed, including, without limitation, pro forma covenant compliance
calculations, historical financial statements and due diligence summaries; and provided further that both immediately
before and after any such merger, consolidation or acquisition, no Defaults or
Events of Default shall have occurred or be continuing; and (viii) there
shall be no such merger, consolidation or acquisition of any Person organized
under the law of any jurisdiction outside of the United States.


 


8.05                           Sale and Leaseback.  None of the Borrowers will enter into any
arrangement, directly or indirectly, whereby any Borrower or any Subsidiary
shall sell or transfer any property owned by it in order then or thereafter to
lease such property or lease other property which any Borrower or any
Subsidiary intends to use for substantially the same purpose as the property
being sold or transferred.


 


8.06                           Sales of Assets.  None of the Borrowers will, and no Borrower
will permit any Subsidiary to, sell or otherwise dispose of any of their
respective assets consisting of securities (other than any margin stock, as
defined in Regulation U of the Board of Governors of


 


47

















 


the Federal Reserve System, held by any Borrower or any Subsidiary),
real property or personal property, including without limitation all or any
part of any of any Borrower’s operating divisions (excluding sales of assets in
the ordinary course of the business), without the prior written approval of the
Required Lenders, with the following exceptions: (i) any Borrower may sell
obsolete or worn-out property not used or useful in its business and
(ii) so long as no Default or Event of Default has occurred and is
continuing, the Borrowers may sell or otherwise dispose of assets provided that
the aggregate net book value (at the time of disposition thereof and after
giving effect to the contemplated disposition) of all such assets shall not
exceed $1,000,000 during any fiscal year.


 


8.07                           Coverage Ratio.  The Borrowers will not permit the ratio of
(A) Consolidated EBITDA minus
Capital Expenditures, minus
Earnout Payments to (B) Consolidated Total Interest Expense plus Consolidated CPLTD plus Consolidated Total Income Taxes,
to be less than (i) 1.35 to 1 for the Test Period ended March 31, 2004 and
(ii) 1.40 to 1 for any Test Period thereafter.


 


8.08                           Leverage Ratio. 
The Borrowers will not permit the Leverage Ratio to be greater than 2.00
to 1 for any Test Period.


 


8.09                           Current Assets to Total Liabilities Ratio.  The Borrower will not permit the ratio of (A) Consolidated Current Assets minus Insurance Recoverable Assets to
(B) Consolidated Total Liabilities minus
Environmental Remediation Liabilities to be less than 1.00 to 1, measured
quarterly.


 


8.10                           Net Worth.  The Borrowers will
not permit Consolidated Net Worth at any time to be less than (a) $140,000,000
plus  (b) the sum of
(i) 75% of quarterly positive net income on a cumulative basis commencing
with results reported with respect to the fiscal quarter ending March 31,
2004 and (ii) 100% of the value of all property received by the Borrowers
in exchange for the issuance of new equity securities (or the sale of treasury
shares) of any of the Borrowers issued subsequent to December 31, 2003,
measured quarterly.


 


8.11                           Restrictions on Negative Pledges.  The Borrower will not enter into any
agreement (excluding this Credit Agreement and the other Credit Documents)
prohibiting the creation or assumption of any lien upon its properties,
revenues or assets, whether now owned or hereafter acquired.


 


8.12                           Distributions. 
None of the Borrowers will make any Distributions on or in respect of
its capital (including, without limitation, the Specified Preferred Stock) of
any nature whatsoever, other than
(i) dividends payable solely in shares of common stock, (ii) cash
dividends in respect of the Specified Preferred Stock at the specified coupon
rate so long as any such cash dividend is approved in writing by the Required
Lenders prior to the distribution thereof and (iii) Distributions in the
form of repurchases of shares of its common stock so long as immediately prior,
and after giving effect to, any such repurchase, the Borrowers have
demonstrated to the satisfaction of the Required Lenders that the Borrowers
shall remain in compliance with the financial covenants set forth in Sections
8.07, 8.08, 8.09 and 8.10 on a pro forma
basis.


 


48

















 


8.13                           Exit Strategy Projects.  The Borrowers will not undertake, or commit to undertake, any
Exit Strategy Project with a value of over $5,000,000 unless (a) the
Borrowers have provided to the Agent and each Lender a written summary of the
scope of such Exit Strategy Project in form and substance satisfactory to the
Required Lenders, including a summary of the reimbursement mechanics and
insurance for such project, (b) the Borrowers have provided evidence
satisfactory to the Required Lenders that the risks to the Borrowers associated
with such Exit Strategy project are similar to and in any event do not exceed
the risks associated with the Wells Project, (c) the Borrowers have provided
the Agent and each Lender with a schedule of all reserves taken against
all Exit Strategy Project contracts and agreement and an explanation for such
reserves as well as the Borrowers’ expected resolution thereof, and
(d) upon execution of such Exit Strategy Project contract or agreement,
the Borrowers will furnish to the Agent and each Lender a copy of such Exit
Strategy contract or agreement and the associated insurance policies.


 


8.14                           Use of Proceeds.  None of the Borrowers will use the
proceeds of the Loans, or the Letters of Credit for any purpose other than the
purposes set forth in Section 6.02 hereof.


 


8.15                           Change Fiscal Year.  None
of the Borrowers will change or otherwise permit its fiscal year to end on any
day other than June 30th.


 


8.16                           Regarding
the Specified Preferred Stock
None of the Borrowers will permit the redemption or call of the Specified
Preferred Stock for cash at any time prior to the Revolving Credit Expiration
Date.


 


SECTION 9.                            EVENTS OF DEFAULT AND
REMEDIES.


 


9.01                           Events of Default.  Upon the occurrence of any of the following
events (each an Event of Default):


 


(i)                                     Payment Default.  The Borrowers shall (a) default in the payment when due of
any principal of the Loans or Unpaid Drawings or (b) default in the
payment of interest on the Loans or any other amounts owing hereunder, under
the Notes or under any other Credit Document, and such default shall continue
for a period of five (5) or more days;


 


(ii)                                  Negative Covenant Breach.  Any Borrower (or any of its Subsidiaries)
shall default in the due performance or observance by it of any term, covenant
or agreement contained in Section 8 hereof;


 


(iii)                               Other Covenant Breaches.  Any Borrower (or any of its Subsidiaries)
shall default in the due performance or observance of any term, covenant or
agreement (other than those referred to in clauses (i) and (ii) above)


 


49

















 


contained in this Agreement, the Notes or any other Credit Document,
and such default shall continue unremedied for a period of at least forty-five
(45) days after the earlier to occur of (a) the date any Borrower obtains
actual knowledge of such default or (b) the date notice of such default is
given to the Borrowers by the Agent;


 


(iv)                              Default Under Other Agreements.  (a) Any Borrower or (any of its
Subsidiaries) shall default in any payment with respect to any Indebtedness in
an aggregate amount greater than $1,000,000 beyond the period of grace, if any,
provided in the instrument or agreement under which such Indebtedness was
created or default in the observance or performance of any agreement or
condition relating to any such Indebtedness or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event shall
occur or condition exist, the effect of which default or other event or
condition is to cause, or to permit the holder or holders of such Indebtedness
(or a trustee or agent on behalf of such holder or holders) to cause
(determined without regard to whether any notice or lapse of time is required),
any such Indebtedness to become due prior to its stated maturity or
(b) any such Indebtedness shall be declared to be due and payable, or
required to be prepaid as a mandatory prepayment, prior to the stated maturity
thereof;


 


(v)                                 Voluntary Bankruptcy.  Any Borrower (or any of its Subsidiaries)
commences any bankruptcy, reorganization, debt arrangement, or other case or
proceeding under the United States Bankruptcy Code or under any similar
foreign, federal, state, or local statute, or any dissolution or liquidation
proceeding, or makes a general assignment for the benefit of creditors, or
takes any action for the purpose of effecting any of the foregoing;


 


(vi)                              Involuntary Bankruptcy.  Any bankruptcy, reorganization, debt
arrangement, or other case or proceeding under the United States Bankruptcy
Code or under similar foreign, federal, state or local statute, or any
dissolution or liquidation proceeding, is involuntarily commenced against or in
respect of any Borrower (or any of its Subsidiaries) or an order for relief is
entered in any such proceeding and is not dismissed within sixty (60) days;


 


(vii)                           Appointment of Receiver. 
The appointment, or the filing of a petition seeking the appointment, of
a custodian, receiver, trustee, or liquidator for any Borrower (or any of its
Subsidiaries) or any of their respective properties or the taking of possession
of any part of such property at the instance of any governmental authority;


 


50

















 


(viii)                        Insolvency.  Any
Borrower (or any of its Subsidiaries) becomes insolvent (however defined), is
generally not paying its debts as they become due, or has suspended transaction
of its usual business;


 


(ix)                                Reorganization.  The dissolution, merger, consolidation, or reorganization of any
Borrower or any of its Subsidiary (other than as expressly permitted under
Section 7.05 or Section 8.04 hereof);


 


(x)                                   Action in Furtherance of Certain Defaults.  Any Borrower (or any of its Subsidiaries)
has taken any corporate action for the purpose of effecting any of the events
described in clauses (v), (vii) or (ix) above;


 


(xi)                                Material Misstatement.  Any statement, representation or warranty
made by any Borrower in or pursuant to this Agreement or any other Credit
Document or to induce the Lenders to enter into this Agreement or to enter into
the transactions referred to in this Agreement shall prove to be untrue or
misleading in any material respect;


 


(xii)                             Entry of Judgment.  The
entry or issuance of judgments, orders, decrees or fines against any Borrower
(or any of its Subsidiaries) which, in the aggregate, involve liabilities in
excess of the sum of $1,000,000 (the discharge of which is not the obligation
of any insurance company) and any such judgments or orders involving
liabilities in excess of said sum shall have continued unbonded or unsatisfied
and without stay of execution or agreement between the parties thereon for a
period of thirty (30) days after the entry or issuance of such judgment, other than judgments, orders or decrees
voluntarily entered into by a Borrower in connection with the undertaking of an
Exit Strategy Project permitted pursuant to Section 8.13 hereof; or


 


(xiii)                          Change of Control.  The
occurrence of a Change of Control or any Borrower shall have become bound to
any contract or agreement or shall have commenced any corporate proceedings in
furtherance of a Change of Control, other
than a Change of Control of an Immaterial Subsidiary as a result of the sale of
equity interests in such Immaterial Subsidiary within the limits set forth in
Section 8.06 hereof;


 


then, and in any such event, and at any time thereafter, if any Event
of Default shall then be continuing the Agent shall, upon the written request
of the Required Lenders, by written notice to the Borrowers, take any or all of
the following actions, without prejudice to the rights of the Agent or any
Lender to enforce its claim against any Borrower, except as otherwise
specifically provided for in this Agreement (provided
that, if an Event of Default specified in clause (v), (vi), (vii) or (viii)
above shall occur with respect to any Borrower, the result which would occur
upon the giving of written notice by the Agent as specified in clauses (i) and
(ii) below shall occur automatically without the giving of any such notice):
(i) declare all of the Commitments terminated, whereupon the Commitment of
each Lender shall forthwith terminate immediately


 


51

















 


and any fees theretofore accrued shall forthwith become due and payable
without any other notice of any kind; (ii) declare the principal of and
any accrued interest in respect of all Obligations to be, whereupon the same
shall become, forthwith due and payable without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by each Borrower;
(iii) terminate any Letter of Credit which may be terminated in accordance
with its terms; and (iv) direct the Borrowers to pay (and each Borrower
agrees that upon receipt of such notice, or upon the occurrence of an Event of
Default as specified in clause (v) (vi), (vii) or (viii) above, it will pay) to
the Agent such additional amounts of cash to be held as cash collateral for the
reimbursement obligations of the Borrowers for Drawings that may subsequently
occur under any Letter of Credit then outstanding, equal to the Stated Amount
of all such Letters of Credit.


 


Notwithstanding anything contained in the foregoing paragraph, if at
any time within sixty (60) days after an acceleration of the Loans pursuant to
the preceding paragraph, the Borrowers shall pay all arrears of interest and
all payments on account of principal which shall have become due otherwise than
by acceleration (with interest on principal and, to the extent permitted by
law, on overdue interest, at the rates specified in the Credit Documents) and
all Events of Default (other than non-payment of the principal of and accrued
interest on the Loans, in each case which is due and payable solely by virtue
of acceleration) shall be remedied or waived to the satisfaction of the
Required Lenders, then the Required Lenders, by written notice to the
Borrowers, shall rescind and annul the acceleration and its consequences; but
such action shall not affect any subsequent Event of Default or impair any
right consequent thereon.  The
provisions of this paragraph are intended merely to bind the Lenders to a
decision which may be made at the election of the Lenders and are not intended
to benefit any Borrower and do not grant any. 
Borrower the right to require the Lenders to rescind or annul any
acceleration hereunder, even if the conditions set forth herein are met.  Without limiting the generality of the
remedies available to the Lenders pursuant to the Credit Documents or by law following
an Event of Default, the rate of interest on the principal portion of the
Obligations shall be increased to a rate equal to the Default Rate.


 


9.02                           Right of Set-off. 
If any of the Obligations shall be due and payable or any one or more
Events of Default shall have occurred, whether or not any Lender shall have
made demand under any Credit Document and regardless of the adequacy of any
collateral or other form of security for the Obligations or other means of
obtaining repayment of the Obligations, each Lender shall have the right,
without notice to any Borrower or any other Obligor, and is specifically
authorized hereby to set-off against and apply to the then unpaid balance of
the Obligations any items or funds of any Borrower and/or any Obligor held by
each Lender or any Affiliate of such Lender, any and all deposits (whether
general or special, time or demand, matured or unmatured) or any other property
of any Borrower and/or any Obligor, including, without limitation, securities
and/or certificates of deposit, now or hereafter maintained by any Borrower
and/or any Obligor for its or their own account with any Lender or any
Affiliate thereof, and any other indebtedness at any time held or owing by the
Lender or any Affiliate to or for the credit or the account of any Borrower
and/or any Obligor, even if effecting such set-off results in a loss or
reduction of interest or the imposition of a penalty applicable to the early
withdrawal of time deposits.  For such
purpose, each Lender shall have, and each Borrower hereby grants to each
Lender, a first Lien on and security interest in such deposits, property, funds
and accounts and the proceeds thereof.


 


52

















 


9.03                           Sharing of Payments, Etc. 
If any Lender shall obtain any payment (whether voluntary, involuntary,
through the exercise of any right of set-off, or otherwise) on account of the
Loans made by it in excess of its Pro Rata Share of payments on account of the
Loans obtained by all the Lenders, such Lender shall forthwith purchase from
the other Lenders such participations in the Loans made by them as shall be
necessary to cause such purchasing Lender to share the excess payment ratably
with each of them, provided, however,
that if all or any portion of such excess payment is thereafter recovered from
such purchasing Lender, such purchase from each Lender shall be rescinded and
such Lender shall repay to the purchasing Lender the purchase price to the
extent of such recovery together with an amount equal to such Lender’s Pro Rata
Share according to the proportion of (i) the amount of such Lender’s
required repayment to (ii) the total amount so recovered from the
purchasing Lender of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered.  Each Borrower agrees that any Lender so
purchasing a participation from another Lender pursuant to this
Section 9.03 may, to the fullest extent permitted by law, exercise all its
rights of payment (including the right of set-off) with respect to such
participation as fully as if such Lender were the direct creditor of such
Borrower in the amount of such participation. 
The foregoing shall in no way obligate any Lender to seek payment in
respect of the Obligations of such Borrower hereunder through such Lender’s
right of set-off or otherwise at any time, or in any particular order relative
to such other rights or remedies such Lender may possess, in a manner that
prejudices or impairs (as determined in such Lender’s sole discretion) any
other right or remedy such Lender may possess to enforce claims against any
Borrower in respect of Obligations of the Borrowers hereunder or such other
Obligations of any Borrower owed to such Lender.


 


9.04                           Turnover of
Property held by Affiliate.  Each Borrower further authorizes each
Affiliate of any Lender, upon and following the occurrence of an Event of
Default, at the request of the Lender so affiliated, and without notice to such
Borrower, to turn over to such Lender any property of such Borrower, including,
without limitation, funds and securities, held by such Affiliate for such
Borrower’s account and to debit, for the benefit of such Lender, any deposit
account maintained by such Borrower with such Affiliate (even if such deposit account
is not then due or there results a loss or reduction of interest or the
imposition of a penalty in accordance with law applicable to the early
withdrawal of time deposits), in the amount requested by such Lender up to the
amount of the Obligations, and to pay or transfer such amount or property to
such Lender for application to the Obligations.


 


9.05                           Remedies Cumulative; No Waiver.  The rights, powers and remedies of the Agent and the Lenders
provided in this Agreement and any of the other Credit Documents are cumulative
and not exclusive of any right, power or remedy provided by law or equity.  No failure or delay on the part of the Agent
or any of the Lenders in the exercise of any right, power or remedy shall
operate as a waiver thereof, nor shall any single or partial exercise preclude
any other or further exercise thereof, or the exercise of any other right,
power or remedy.


 


53

















 


SECTION 10.                     THE AGENT.


 


10.01                     Appointment. 
Each Lender hereby irrevocably designates and appoints Wachovia Bank,
National Association as the Agent of such Lender under this Agreement, and each
such Lender irrevocably authorizes Wachovia Bank, National Association, as the
Agent for such Lender, to take such action on its behalf under the provisions
of this Agreement and to exercise such powers and perform such duties as are
expressly delegated to the Agent by the terms of this Agreement and the other
Credit Documents, together with such other powers as are reasonably incidental
thereto.  Notwithstanding any provision
to the contrary elsewhere in this Agreement, the Agent shall not have any
duties or responsibilities, except those expressly set forth herein, or any
fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Credit Document or otherwise exist against the Agent.


 


10.02                     Delegation of Duties. 
The Agent may execute any of its duties under this Agreement by or
through agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties.  The Agent shall not be responsible for the negligence or
misconduct of any agents or attorneys in-fact selected by it with reasonable
care.


 


10.03                     Exculpatory Provisions.  Neither the Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates shall
be (i) liable for any action lawfully taken or omitted to be taken by it
or such Person under or in connection with this Agreement or any other Credit
Document (except for its or such Person’s own gross negligence or willful
misconduct) or (ii) responsible in any manner to any of the Lenders for
any recitals, statements, representations or warranties made by any Borrower or
any officer thereof contained in this Agreement or any other Credit Document or
in any certificate, report, statement or other document referred to or provided
for in, or received by the Agent under or in connection with, this Agreement or
any other Credit Document or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or the Notes or
any other Credit Document or for any failure of any Borrower to perform its
obligations hereunder or thereunder. 
The Agent shall not be under any obligation to any Lender to ascertain
or to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement or any other Credit Document, or
to inspect the property, books or records of the Borrowers.


 


10.04                     Reliance by Agent. 
The Agent shall be entitled to rely, and shall be fully protected in
relying, upon any writing, resolution, notice, consent, certificate, affidavit,
letter, or any other form of written, electronic or telephonic message,
statement, order or other document, or conversation or communication believed
by it in good faith to be genuine and correct and to have been signed, sent,
made or transmitted by a Responsible Officer and upon advice and statements of
legal counsel (including, without limitation, counsel to any Borrower),
independent accountants and other experts selected by the Agent.  The Agent may deem and treat the payee of
any Note as the owner thereof for all purposes unless a written notice of
assignment, negotiation or transfer thereof shall have been filed with the
Agent.  The Agent shall be fully
justified in failing or refusing to take any action under this Agreement or any
other Credit Document unless it shall


 


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first receive such advice or concurrence of the Lenders as it deems
appropriate or it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action.  The Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement and the Notes and the other Credit
Documents in accordance with a request of the Lenders, and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the
Lenders and all future holders of the Notes. 
Without limiting the generality of the foregoing, no Lender shall have
any right of action whatsoever against the Agent as a result of the Agent
acting or refraining from acting hereunder or under any other Credit Documents
in accordance with the instructions of the Lenders.


 


10.05                     Notice of Default. 
The Agent shall not be deemed to have knowledge or notice of the
occurrence of any Event of Default unless the Agent has received notice from a
Lender or any Borrower referring to this Agreement, describing such Event of
Default and stating that such notice is a “notice of default”.  In the event that the Agent receives such a
notice, the Agent shall give notice thereof to the Lenders.  The Agent shall take such action with
respect to such Event of Default as shall be reasonably directed by the
Lenders; provided that unless and
until the Agent shall have received such directions, the Agent may (but shall
not be obligated to) take such action, or refrain from taking such action, with
respect to such Event of Default as it shall deem advisable in the best
interests of the Lenders.


 


10.06                     Non-Reliance on Agent and Other Lenders.  Each Lender expressly acknowledges that
neither the Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates has made any representations or warranties to
it and that no act by the Agent taken, including any review of the affairs of
the Borrower, shall be deemed to constitute any representation or warranty by
the Agent to any Lender.  Each Lender
represents to the Agent that it has, independently and without reliance upon
the Agent or any other Lender, and based on such documents and information as
it has deemed appropriate, made its own appraisal of and investigation into the
business, operations, property, financial and other condition and
creditworthiness of each Borrower and made its own decision to make its Loans
hereunder and enter into this Agreement. 
Each Lender also represents that it will, independently and without
reliance upon the Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Credit Documents, and to make such investigation
as it deems necessary to inform itself as to the business, operations, property,
financial and other condition and creditworthiness of each Borrower.  Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the Agent
hereunder, the Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business,
operations, property, condition (financial or otherwise), prospects or
creditworthiness of each Borrower which may come into the possession of the
Agent or any of its officers, directors, employees, agents, attorneys-in-fact
or Affiliates.


 


10.07                     Indemnification. 
The Lenders agree to indemnify the Agent in its capacity as such (to the
extent not reimbursed by the Borrowers and without limiting the obligation of
the Borrowers to do so), ratably according to their Pro Rata Shares from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits,


 


55

















 


costs, expenses or disbursements of any kind whatsoever which may at
any time (including, without limitation, at any time following the payment of
the Notes) be imposed on, incurred by or asserted against the Agent in any way
relating to or arising out of this Agreement, any of the other Credit Documents
or any documents contemplated by or referred to herein or therein or the
transactions contemplated hereby or thereby or any action taken or omitted by
the Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for
the payment of any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements
resulting solely from the Agent’s gross negligence or willful misconduct.  If, however, the Agent shall have been
reimbursed by the Borrowers in respect of any amounts previously paid to the
Agent by the Lenders pursuant to this Section 10.07, then the Agent shall
pay to the Lenders their Pro Rata Shares of such duplicative reimbursement.  The agreements in this subsection shall
survive the payment of the Notes and all other amounts payable hereunder.


 


10.08                     Agent in Its Individual Capacity.  The Agent and its Affiliates may make loans to, accept deposits
from and generally engage in any kind of business with any Borrower as though
the Agent were not the Agent hereunder and under the other Credit
Documents.  With respect to its Loans
made or renewed by it and any Note issued to it, the Agent shall have the same
rights and powers under this Agreement and the other Credit Documents as any
Lender and may exercise the same as though it were not the Agent, and the terms
Lender and Lenders shall include the Agent in its
individual capacity.


 


10.09                     Successor Agent. 
The Agent may resign as Agent upon thirty (30) days’ notice to the
Lenders.  If the Agent shall resign as
Agent under this Agreement, then the Lenders shall appoint from among the
Lenders a successor agent for the Lenders, which successor agent shall be
approved by the Borrower.  If a
successor Agent shall not have been so appointed within said thirty (30) day
period, the Agent shall appoint from among the Lenders a successor agent for
the Lenders.  Any such successor agent
shall succeed to the rights, powers and duties of the Agent, and the term Agent shall mean such successor agent
effective upon its appointment, and the former Agent’s rights, powers and
duties as Agent shall be terminated, without any other or further act or deed
on the part of such former Agent or any of the parties to this Agreement or any
holders of the Notes.  After any
retiring Agent’s resignation as Agent, the provisions of this Section 10
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was the Agent under this Agreement.


 


SECTION 11.                     MISCELLANEOUS.


 


11.01                     Notice, Etc.  All notices and other communications
provided for under this Agreement and under the other Loan Documents to which
the Borrower is a party shall be in writing (including facsimile transmission)
and mailed or transmitted or delivered as follows:


 


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  If to the Borrowers (or any of them) at:

  	
   

  	
  TRC Companies, Inc.

  
	
   

  	
   

  	
  5 Waterside Crossing

  
	
   

  	
   

  	
  Windsor, Connecticut  06095

  
	
   

  	
   

  	
  Attention:  Chief Financial
  Officer

  
	
   

  	
   

  	
  Telephone:  (860) 298-6206

  
	
   

  	
   

  	
  Telecopier:  (860) 298-6291

  
	
   

  	
   

  	
   

  
	
  If to the Agent at:

  	
   

  	
  Wachovia Bank, National Association

  
	
   

  	
   

  	
  600 Cuthbert Boulevard

  
	
   

  	
   

  	
  Haddon Township, NJ  08108

  
	
   

  	
   

  	
  Attention: Heather Coccia, Credit Products Manager

  
	
   

  	
   

  	
  Telephone:  (856) 833-1245

  
	
   

  	
   

  	
  Telecopier:  (856) 858-7541

  
	
   

  	
   

  	
   

  
	
  If to a Lender at:

  	
   

  	
  In accordance with its Administrative Reply Form

  



 


or, as to each party, at such other address as shall be designated by
such party in a written notice to the other parties complying as to delivery
with the terms of this Section 9.02. 
Except as is otherwise provided in this Agreement, all such notices and
communications shall be effective when deposited in the mails or upon receipt
of confirmation in the case of a facsimile, addressed as aforesaid, except that
notices to the Agent and the Lenders pursuant to the provisions of
Section 2 hereof shall not be effective until received by the Agent and
the Lenders.


 


Any notice required to be delivered to a Borrower, shall be deemed
given to each Borrower when so given to any Borrower in accordance with the
delivery instructions stated above.  Any
notice given by a Borrower hereunder shall be deemed given by each Borrower,
and the Agent and the Lenders are entitled to rely on said notice of any
Borrower as if communicated by, and received from, each Borrower.


 


11.02                     Costs and Expenses. 
Whether or not the transactions contemplated by the Credit Documents are
fully consummated, the Borrowers shall promptly pay (or reimburse, as the Agent
and/or any of the Lenders, as the case may be, may elect) all costs and
expenses which the Agent or the Lenders have incurred or may hereafter incur in
connection with the negotiation, preparation, reproduction, interpretation,
perfection, monitoring, administration and enforcement of the Credit Documents,
the collection of all amounts due under the Credit Documents, and all
amendments, modifications, consents or waivers, if any, to the Credit
Documents.  Such costs and expenses
shall include, without limitation, the fees and disbursements of counsel to the
Agent and/or any of the Lenders, the costs of appraisals, costs of
environmental studies, searches of public records, costs of filing and
recording documents with public offices, internal and/or external audit and/or
examination fees and costs, stamp, excise and other taxes and costs and
expenses incurred by the Agent or any of the Lenders, and the fees of the
accountants, consultants or other professionals engaged by the Agent or the
Lenders in connection with the transactions contemplated in this Agreement and
the other Credit Documents.  Without
limiting the generality of the foregoing, the Borrower shall reimburse the
Agent for the costs and expenses of counsel to the Agent, for services rendered
in consideration with the preparation and negotiation of the Credit Documents
and matters related thereto.  Such


 


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reimbursement shall be payable on the Closing Date.  The Borrower’s reimbursement obligations
under this paragraph shall survive any termination of the Credit Documents.


 


11.03                     Payment Due on a Day Other Than a Business Day.  If any payment due or action to be taken
under this Agreement or any other Credit Document falls due or is required to
be taken on a day that is not a Business Day, such payment or action shall be
made or taken on the next succeeding Business Day and such extended time shall
be included in the computation of interest.


 


11.04                     Governing Law. 
This Agreement shall be construed in accordance with and governed by the
substantive laws of the State of New Jersey without reference to conflict of
laws principles.


 


11.05                     Counterparts; Integration.  This Agreement may be signed in any number of counterparts, each
of which shall be an original, with the same effect as if the signatures
thereto and hereto were on the same instrument.  This Agreement and the other Credit Documents constitute the sole
agreement of the parties with respect to the subject matter hereof and thereof
and supersede all oral negotiations and prior writings with respect to the
subject matter hereof and thereof.


 


11.06                     Amendment or Waiver. 
Neither this Agreement nor any other Credit Document nor any terms
hereof or thereof may be changed, waived, discharged or terminated unless such
change, waiver, discharge or termination is in writing signed by the Required
Lenders; provided, that no such
change, waiver, discharge or termination shall, without the consent of each
Lender, (i) extend the final maturity of any Loan or Note, or any portion
thereof, or reduce the rate or extend the time of payment of interest (other
than as a result of waiving the applicability of any post-default increase in
interest rates) thereon or fees payable hereunder or reduce the principal
amount thereof, or increase the Commitment of any Lender over the amount
thereof then in effect (it being understood that a waiver of any Default or
Event of Default or of a mandatory reduction in the Commitment shall not
constitute a change in the terms of the Credit Commitment of any Lender),
(ii) release all or substantially all of collateral at such time securing
the Obligations (except as expressly provided in such instruments pertaining to
such collateral), (iii) the release of any guaranty at any time supporting
the Obligations, (iv)  amend, modify or
waive any provision of this Section, or Section 2.12, 2.13, 4.05,  9.01, 9.02, 9.03, 11.02, 11.08 or 11.11;
(v) reduce any percentage specified in, or otherwise modify, the
definition of Required Lenders; (vi) alter or amend any provision hereof
expressly requiring the consent, satisfaction or acceptance of all of the
Lenders; or (vii) consent to the assignment or transfer by any Borrower of
any of its rights and obligations under this Agreement.  No provision of Section 10 hereof may
be amended without the consent of the Agent. 
The provisions of Sections 2.09, 2.10, 2.11, 2.12 and 2.13 shall not be
amended or modified in any way that adversely affects the Agent with respect to
its obligation to issue Letters of Credit, without the Agent’s consent.


 


11.07                     Successors and Assigns. 
This Agreement (i) shall be binding upon each Borrower, the Agent
and the Lenders and their successors and permitted assigns, and (ii) shall
inure to the benefit of each Borrower, the Agent and the Lenders and their
respective successors and permitted assigns; provided,
however, that no Borrower may assign its rights hereunder or


 


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any interest herein without the prior written consent of the Lenders,
and any such assignment or attempted assignment by the Borrower shall be void
and of no effect with respect to the Lenders.


 


11.08                     Participations
and Assignments.  Each Borrower hereby acknowledges and agrees
that each Lender may at any time: (I) grant participations in all or any
portion of its rights and obligations hereunder (including, without limitation,
its obligation to make advances hereunder in accordance with its Commitment) or
under its Revolving Credit Note (collectively, “Participations”) to any other lending office or to any other
bank, lending institution or other entity which has the requisite
sophistication to evaluate the merits and risks of investments in
Participations (each a “Participant”);
provided, however, that:
(i) all amounts payable by the Borrowers hereunder shall be determined as
if such Lender had not granted such Participation, and (ii) such Lender
(A) shall retain the sole right and responsibility to enforce the
obligations of the Borrower hereunder including, without limitation, the right
to approve any amendment, modification or waiver of any provisions of this
Agreement; and (B) shall not in any event be relieved from its obligations
to make advances hereunder in accordance with its Commitment; provided, however, that such Lender may
agree with the Participant that such Lender will not agree to any modification,
amendment or waiver of this Agreement without the consent of the Participant if
such amendment, modification or waiver would reduce the principal of or rate of
interest on the Obligations so participated or postpone the date fixed for any
payment of principal of or interest on such Obligations; and (II) assign
up to one hundred percent (100%) of its rights and obligations hereunder
(including, without limitation, its obligation to make advances hereunder in
accordance with its Commitment) or under its Revolving Credit Note; provided, however, that, except with
respect to assignments between and among Lenders which are parties to this
Agreement (as to which the conditions in clauses (i) through (iii) below shall
not be applicable) prior to such assignment: (i) it has obtained the prior
written consent of the Agent (which consent shall not be unreasonably withheld)
and has delivered to the Agent and the Borrowers a duly completed and executed
assignment and assumption agreement in the form attached hereto as EXHIBIT F (as “Assignment and Assumption Agreement”); (ii) the amount
assigned shall be an amount equal to $5,000,000 or multiples of $1,000,000 in
excess thereof; and (iii) such Lender has paid to the Agent a transfer fee
of $3,500.  Notwithstanding anything in
this Section 11.08 to the contrary, each Lender may sell or assign, in
whole or in part, any or all of its interest in the Obligations (without the
consent of any Person or any other restriction) to (i) any Affiliate of
such Lender, (ii) any Federal Reserve Bank in connection with a pledge of
said interest as collateral security pursuant to Regulation A of the Board of
Governors of the Federal Reserve System, and (iii) any Person at any time
after an Event of Default.  The holder
of any sale, assignment or Participation permitted pursuant to this
Section 11.08, if the applicable agreement between the relevant Lender and
such holder so provides, (i) shall be entitled to all of the rights,
obligations and benefits of a Lender hereunder and (ii) shall be deemed to
hold and may exercise the rights of set-off or banker’s lien with respect to
any and all obligations of such holder to the Borrower, in each case as fully
as though the Borrowers were directly indebted to such holder.  Each Borrower authorizes each Lender to
provide information concerning such Borrower to any prospective purchaser,
assignee or participant.  The information
provided may include, but is not limited to, amounts, terms, balances, payment
history, and any financial or other information about such Borrower.  Each Borrower agrees to indemnify, defend,
and release any Lender that has so disclosed such information, and hold such
Lender harmless, at such Borrower’s cost and expense, from and


 


59

















 


against any and all lawsuits, claims, actions, proceedings, or suits
against such Lender arising out of or relating to such Lender’s reporting or
disclosure of such information.


 


11.09                     Severability.   The
illegality or unenforceability of any provision of this Agreement or any
instrument or agreement required hereunder shall not in any way affect or
impair the legality or enforceability of the remaining provisions of this
Agreement or any instrument or agreement required hereunder.  In lieu of any illegal or unenforceable
provision in this Agreement, there shall be added automatically as a part of
this Agreement a legal and enforceable provision as similar in terms to such
illegal or unenforceable provision as may be possible.


 


11.10                     Consent to Jurisdiction and Service of Process.  Each Borrower irrevocably appoints each and
every Responsible Officer (or higher ranking officer) of the Borrower as its
attorneys upon whom may be served, by regular or certified mail at the address
of TRC set forth in this Agreement, any notice, process or pleading in any
action or proceeding against it arising out of or in connection with this
Agreement or any of the other Credit Documents.  Each Borrower hereby consents that any action or proceeding
against it may be commenced and maintained in any court within the State of New
Jersey or in the United States District Court for the District of New Jersey by
service of process on any such officer. 
Each Borrower further agrees that such courts of the State of New Jersey
and the United States District Court for the District of New Jersey shall have
jurisdiction with respect to the subject matter hereof and the person of such
Borrower and all collateral for the Obligations.  Notwithstanding the foregoing, each Borrower agrees that any
action brought by a Borrower (or all of them) shall be commenced and maintained
only in a court in the federal judicial district or county in which the Agent
has its principal place of business in New Jersey.


 


11.11                     Confidentiality; Publicity. 
The Agent and each Lender shall hold, and shall cause its Participants
and prospective Participants, if any, to agree to hold, all non-public
information obtained pursuant to the requirements of any Credit Document which
has been identified as such by the Borrowers in accordance with its customary
procedure for handling confidential information of such nature and in
accordance with safe and sound banking practices and in any event may make
disclosure reasonably required by any bona
fide assignee, transferee or participant or as legally required or
reasonably requested by any governmental agency or representative thereof or
pursuant to legal process.  The
foregoing notwithstanding, the Borrowers acknowledge and agree that Wachovia
Bank, National Association and the other Lenders may share with their
respective Affiliates (including, without limitation, Wachovia Securities,
Inc.) any information relating to the Facility and the Borrowers, but any such
sharing of the information shall be solely for purposes reasonably related to
the transaction contemplated herein. 
The Borrowers further acknowledge and agree to the disclosure by
Wachovia Bank, National Association and the other Lenders of information
relating to the Facility to Gold Sheets and other similar bank trade
publications, with such information to consist of deal terms and other
information customarily found in such publications.


 


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11.12                     Indemnification.


 


(a)                                  Each
Borrower agrees to indemnify the Agent and each Lender, their respective
Affiliates and each of their respective directors, officers, agents and
employees (each an Indemnitee) and hold each Indemnitee harmless from and
against any and all liabilities, losses, damages, costs and expenses of any
kind, including, without limitation, the reasonable fees and disbursements of
counsel, which may be incurred by such Indemnitee in connection with any
investigative, administrative or judicial proceeding (whether or not such
Indemnitee shall be designated a party thereto) brought or threatened relating
to or arising out of this Agreement, the other Credit Documents or any actual
or proposed use of proceeds of Loans hereunder; provided that no Indemnitee shall have the right to be
indemnified hereunder (i) for such Indemnitee’s own gross negligence or
willful misconduct as determined by a court of competent jurisdiction or
(ii) in the case where the dispute from which such claim for indemnity arose
has been adjudicated in a final non-appealable court order or decision in a
manner contradictory to such Indemnitee’s claim.


 


(b)                                 If,
after receipt of any payment of all or any part of the Obligations, any Lender
is compelled or agrees, for settlement purposes, to surrender such payment to
any person or entity for any reason (including, without limitation, a
determination that such payment is void or voidable as a preference or
fraudulent conveyance, an impermissible set-off, or a diversion of trust
funds), then this Agreement and the other Credit Documents shall continue in
full force and effect, and the Borrower shall be liable for, and shall
indemnify, defend and hold harmless such Lender with respect to, the full
amount so surrendered.


 


(c)                                  The
provisions of this subsection shall survive the termination of this
Agreement and the other Credit Documents and shall be and remain effective
notwithstanding the payment of the Obligations, the release of any security
interest, lien or encumbrance securing the Obligations or any other action
which the Lenders may have taken in reliance upon their receipt of such
payment.  Any action by the Lenders
shall be deemed to have been conditioned upon any payment of the Obligations
having become final and irrevocable.


 


11.13                     Inconsistencies. 
The Credit Documents are intended to be consistent.  However, in the event of any inconsistencies
between this Agreement and any of the other Credit Documents, the terms of this
Agreement shall govern, but such inconsistency shall not otherwise affect the
validity or enforceability of such inconsistent Credit Document.


 


11.14                     Headings.  The headings of
sections and paragraphs and table of contents have been included herein for
convenience only and shall not be considered in interpreting this Agreement.


 


11.15                     Exhibits and Annexes. 
The Exhibits and Annexes attached hereto and the provisions thereof, are
incorporated herein.


 


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11.16                     Judicial Proceeding; Waivers.


 


(i)                                    EACH
PARTY TO THIS AGREEMENT AGREES THAT ANY SUIT, ACTION OR PROCEEDING, WHETHER
CLAIM OR COUNTERCLAIM, BROUGHT OR INSTITUTED BY ANY PARTY HERETO OR ANY
SUCCESSOR OR ASSIGN OF ANY PARTY, ON OR WITH RESPECT TO THIS AGREEMENT OR ANY
OF THE OTHER CREDIT DOCUMENTS OR THE DEALINGS OF THE PARTIES WITH RESPECT
HERETO, OR THERETO, SHALL BE TRIED ONLY BY A COURT AND NOT BY A JURY.


 


(ii)                                EACH
PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO A
TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING.  FURTHER, EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR
RECOVER, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY SPECIAL, EXEMPLARY,
PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO,
ACTUAL DAMAGES.


 


(iii)                            EACH
BORROWER ACKNOWLEDGES AND AGREES THAT THIS SECTION IS A SPECIFIC AND
MATERIAL ASPECT OF THIS AGREEMENT AND THAT THE LENDERS WOULD NOT EXTEND CREDIT
TO THE BORROWER IF THE WAIVERS SET FORTH IN THIS SECTION WERE NOT A PART
OF THIS AGREEMENT.


 


11.17                     Joint and
Several Liability. 
For the avoidance of doubt, each Borrower hereby acknowledges that
obligations of each Borrower hereunder are joint and several entitling the
Agent and the Lenders to enforce said obligations against any Borrower or all
of the Borrowers in the sole and absolute discretion of the Agent or the
Lenders, as the case may be.  The
obligation of each Borrower hereunder, and under each other Credit Document,
are primary and independent obligations of such Borrower, and not the
obligations of a surety, guarantor, or endorsement or accommodation party.  Notwithstanding the foregoing, any claims,
defenses, rights or procedure requirements that would inure to the benefit of
any Borrower as a surety, guarantor, or endorsement or accommodation party with
respect to the enforcement of such obligations are, to the fullest extent
permissible under applicable law, expressly waived and released by each
Borrower.


 


11.18                     Execution
Certification.  Each
Borrower hereby certifies that this Agreement, each of the Notes and each of
the other Loan Documents to which it is a party were executed by each Borrower
and delivered to the Agent in the State of New Jersey.


 


11.19                     Affirmation of Obligations.  Upon the effectiveness of this Agreement,
from and after the Closing Date: (a) the terms and conditions of the
Original Credit Agreement shall be amended as set forth herein and, as so
amended, shall be restated in their entirety, but


 


62

















 


only with respect to the rights, duties and obligations among the
Borrowers, the Lenders and the Agent accruing from and after the Closing Date;
(b) this Agreement shall not in any way release or impair the rights, duties,
Obligations or Liens created pursuant to the Security Agreement or any other
Credit Document (as defined therein) or affect the relative priorities thereof,
in each case to the extent in force and effect thereunder as of the Closing
Date and except as modified hereby or by documents, instruments and agreements
executed and delivered in connection herewith, and all of such rights, duties,
Obligations and Liens are assumed, ratified and affirmed by each of the
Borrowers; (c) all indemnification obligations of the Borrowers under the
Original Credit Agreement and any other Credit Documents (as defined therein)
shall survive the execution and delivery of this Agreement and shall continue
in full force and effect in accordance with their terms for the benefit of the
Lenders, the Agent, and any other Person indemnified under the Original Credit
Agreement or any other Credit Document (as defined therein) at any time prior
to the Closing Date, (d) the Obligations incurred under the Original Credit
Agreement shall, to the extent outstanding on the Closing Date, continue
outstanding under this Agreement and shall not be deemed to be paid, released,
discharged or otherwise satisfied by the execution of this Agreement, and this
Agreement shall not constitute a refinancing, substitution or novation of such
Obligations or any of the other rights, duties and obligations of the parties
hereunder, and the term “Obligations,” as such term is used in the Credit
Documents shall include the Obligations as increased, amended and restated
under this Agreement; (e) the execution, delivery and effectiveness of
this Agreement shall not operate as a waiver of any right, power or remedy of
the Lenders or the Agent (as defined therein) under the Original Credit
Agreement, nor constitute a waiver of any covenant, agreement or obligation
under the Original Credit Agreement, except to the extent that any such
covenant, agreement or obligation is no longer set forth herein or is modified
hereby; (f) any and all references to the Original Credit Agreement in any
Credit Document shall, without further action of the parties, be deemed a
reference to the Original Credit Agreement, as amended and restated by this
Agreement, and as this Agreement shall be further amended, restated,
supplemented or otherwise modified from time to time, and any and all
references to the Credit Documents in any such Credit Document shall be deemed
a reference to the Credit Documents under the Original Credit Agreement, as
amended and restated by this Agreement, and as this Agreement shall be further
amended, restated, supplemented or otherwise modified from time to time; (g) the
Liens granted pursuant to the Security Agreement and each of the other Credit
Documents to which each of the Borrowers is a party shall continue without any
diminution thereof and shall remain in full force and effect on and after the
Closing Date; and (h) the Liens granted pursuant to the Security Agreement and
each of the other Credit Documents to which each of the Borrowers is a party
shall continue to secure all of the Obligations, including, without limitation,
any such Obligations in respect of the increase to the Maximum Available
Revolving Credit Amount contemplated herein.


 


11.20                     Joinder to
Security Agreement                       Each of the
New Borrowers, by its signature below, becomes a Grantor under the Security
Agreement with the same force and effect as if originally named therein as a
Grantor, and each New Borrower hereby agrees to all the terms and provisions of
the Security Agreement applicable to it as a Grantor thereunder.  In furtherance of the foregoing, each New Borrower,
as security for the payment and performance in full of the Obligations, does
hereby create and grant to the Agent for the ratable benefit of the Lenders a
security interest in and lien on all of such New Borrower’s right, title and
interest in


 


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and to the Collateral (as defined in the Security Agreement) of such
New Borrower.  Each reference to a “Grantor” in the Security Agreement shall
be deemed to include each New Borrower. 
The Security Agreement is hereby incorporated herein by reference.  Each New Borrower represents and warrants to
the Agent that (i) set forth on the Schedule II attached hereto is a
true and complete schedule of all of the information that would have been
required to have been delivered by or on behalf of such New Borrower pursuant
to the Security Agreement, as if such New Borrower had been originally named in
the Security Agreement as a Grantor and (ii) the representations and
warranties made by it as a Grantor under the Security Agreement, including,
without limitation, with respect to itself, its operations and its assets and
properties, are true and correct on and as of the date hereof based upon the
applicable information referred to in clause (i) of this Section.


 


64

















 


IN WITNESS WHEREOF,
the Grantors have caused this Agreement to be duly executed and delivered by
its officers duly authorized as of the date first above written.


 


THE BORROWERS:


 


 


	
  TRC COMPANIES, INC.

  	
   

  	
  TRC ENVIRONMENTAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Harold C. Elston, Jr.

  	
   

  	
   

  	
  By:

  	
  /s/ Harold C. Elston, Jr.

  	
   

  
	
   

  	
  Harold C. Elston, Jr., Senior Vice President & Chief President
  & Chief Financial Officer

  	
   

  	
   

  	
  Harold C. Elston, Jr., Vice President & Treasurer

  
							



 


 


	
  TRC ENGINEERS, INC.

  	
   

  	
  TRC GARROW ASSOCIATES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Harold C. Elston, Jr.

  	
   

  	
   

  	
  By:

  	
  /s/ Harold C. Elston, Jr.

  	
   

  
	
   

  	
  Harold C. Elston, Jr., Senior Vice President & Chief Financial
  Officer

  	
   

  	
   

  	
  Harold C. Elston, Jr., Treasurer

  
							



 


 


	
  TRC MARIAH ASSOCIATES, INC.

  	
   

  	
  VECTRE CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Harold C. Elston, Jr.

  	
   

  	
   

  	
  By:

  	
  /s/ Harold C. Elston, Jr.

  	
   

  
	
   

  	
  Harold C. Elston, Jr., Vice President & Treasurer

  	
   

  	
   

  	
  Harold C. Elston, Jr., Treasurer

  
							



 


 


	
  TRC SOLUTIONS, INC.

  	
   

  	
  LOWNEY ASSOCIATES

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Harold C. Elston, Jr.

  	
   

  	
   

  	
  By:

  	
  /s/ Harold C. Elston, Jr.

  	
   

  
	
   

  	
  Harold C. Elston, Jr., Assistant Treasurer

  	
   

  	
   

  	
  Harold C. Elston, Jr., Treasurer

  
							



 


65

















 


	
  HUNTER ASSOCIATES TEXAS, LTD.

  	
   

  	
  IMBSEN & ASSOCIATES

  
	
  By Hunter Associates, Inc., its General Partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Harold C. Elston, Jr.

  	
   

  	
   

  	
  By:

  	
  /s/ Harold C. Elston, Jr.

  	
   

  
	
   

  	
  Harold C. Elston, Jr., Treasurer

  	
   

  	
   

  	
  Harold C. Elston, Jr., Assistant Treasurer

  
							



 


 


	
  OMNI ENVIRONMENTAL CORPORATION

  	
   

  	
  ECON CAPITAL, LP

  
	
   

  	
   

  	
  TRC Companies, Inc., its General Partner

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Harold C. Elston, Jr.

  	
   

  	
   

  	
  By:

  	
  /s/ Harold C. Elston, Jr.

  	
   

  
	
   

  	
  Harold C. Elston, Jr., Treasurer

  	
   

  	
   

  	
  Harold C. Elston, Jr., Treasurer

  
							



 


 


	
  ENGINEERED AUTOMATION

  	
   

  	
  GBF HOLDINGS LLC

  
	
  SYSTEMS, INCORPORATED

  	
   

  	
  By TRC Companies, Inc., its Managing Member

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Harold C. Elston, Jr.

  	
   

  	
   

  	
  By:

  	
  /s/ Harold C. Elston, Jr.

  	
   

  
	
   

  	
  Harold C. Elston, Jr., Treasurer

  	
   

  	
   

  	
  Harold C. Elston, Jr., Senior Vice President & Chief Financial
  Officer

  
							



 


 


	
  PBWO HOLDINGS, LLC

  	
   

  	
  SITE-BLAUVELT ENGINEERS, INC.

  
	
  By TRC Companies, Inc., its Managing Member

  	
   

  	
  (New Jersey)

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Harold C. Elston, Jr.

  	
   

  	
   

  	
  By:

  	
  /s/ Harold C. Elston, Jr.

  	
   

  
	
   

  	
  Harold C. Elston, Jr., Senior Vice President & Chief Financial
  Officer

  	
   

  	
   

  	
  Harold C. Elston, Jr., Treasurer

  
							



 


 


	
  HUNTER ASSOCIATES, INC.

  	
   

  	
  SITE-BLAUVELT ENGINEERS, INC.

  
	
   

  	
   

  	
  (New Jersey)

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Harold C. Elston, Jr.

  	
   

  	
   

  	
  By:

  	
  /s/ Harold C. Elston, Jr.

  	
   

  
	
   

  	
  Harold C. Elston, Jr., Treasurer

  	
   

  	
   

  	
  Harold C. Elston, Jr., Treasurer

  
							



 


66

















 


	
  E/PRO ENGINEERING AND ENVIRONMENTAL
  CONSULTING LLC

  	
   

  	
  ESSEX ENVIRONMENTAL, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Harold C. Elston, Jr.

  	
   

  	
   

  	
  By:

  	
  /s/ Harold C. Elston, Jr.

  	
   

  
	
   

  	
  Harold C. Elston, Jr., Treasurer

  	
   

  	
   

  	
  Harold C. Elston, Jr., Assistant Treasurer

  
							



 


 


	
  NEW CENTURY ENGINEERING SUPPORT SERVICES,
  LLC

  	
   

  	
  NOVAK ENGINEERING, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Harold C. Elston, Jr.

  	
   

  	
   

  	
  By:

  	
  /s/ Harold C. Elston, Jr.

  	
   

  
	
   

  	
  Harold C. Elston, Jr., Treasurer

  	
   

  	
   

  	
  Harold C. Elston, Jr., Assistant Treasurer

  
							



 


 


	
  SITE CONSTRUCTION SERVICES INC.

  	
   

  	
  BV ENGINEERING

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Harold C. Elston, Jr.

  	
   

  	
   

  	
  By:

  	
  /s/ Harold C. Elston, Jr.

  	
   

  
	
   

  	
  Harold C. Elston, Jr., Treasurer

  	
   

  	
   

  	
  Harold C. Elston, Jr., Treasurer

  
							



 


 


	
  SITE-BLAUVELT ENGINEERS, INC.

  	
   

  	
  TRC RAVIV ASSOCIATES, INC.

  
	
  (Virginia)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Harold C. Elston, Jr.

  	
   

  	
   

  	
  By:

  	
  /s/ Harold C. Elston, Jr.

  	
   

  
	
   

  	
  Harold C. Elston, Jr., Treasurer

  	
   

  	
   

  	
  Harold C. Elston, Jr., Treasurer

  
							



 


 


	
  CUBIX CORPORATION

  	
   

  	
  EAST CANYON HOLDINGS LLC

  
	
   

  	
   

  	
  By TRC Companies, Inc., its Managing Member

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Harold C. Elston, Jr.

  	
   

  	
   

  	
  By:

  	
  /s/ Harold C. Elston, Jr.

  	
   

  
	
   

  	
  Harold C. Elston, Jr., Assistant Treasurer

  	
   

  	
   

  	
  Harold C. Elston, Jr., Senior Vice President & Chief Financial
  Officer

  
							



 


 


	
  SGS WITTER, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Harold C. Elston, Jr.

  	
   

  	
   

  	
   

  
	
   

  	
  Harold C. Elston, Jr., Assistant Treasurer

  	
   

  	
   

  
					



 


67

















 


	
   

  	
  THE AGENT:

  
	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION, as
  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul J. Bakey

  	
   

  
	
   

  	
  Paul J. Bakey, Vice President

  



 


	
   

  	
  THE LENDERS:

  
	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION,
  individually

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul J. Bakey

  	
   

  
	
   

  	
  Paul J. Bakey, Vice President

  



 


 


	
   

  	
  MERRILL LYNCH BUSINESS FINANCIAL SERVICES
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Rubinstein

  	
   

  
	
   

  	
   Steven Rubinstein, Assistant Vice President

  



 


	
   

  	
  BANKNORTH, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey R. Westling

  	
   

  
	
   

  	
  Name: 
  Jeffrey R. Westling

  
	
   

  	
  Title: 
  Sr. Vice President

  



 


 


	
   

  	
  UNION BANK OF CALIFORNIA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Heim

  	
   

  
	
   

  	
  Name: 
  James Heim

  
	
   

  	
  Title: 
  Vice President

  



 


68