Exhibit
10.11.17


 


EXECUTION
VERSION


 


SEVENTH AMENDMENT TO, AND WAIVER UNDER,
CREDIT AGREEMENT


 


THIS SEVENTH AMENDMENT TO, AND WAIVER UNDER, CREDIT AGREEMENT (this “Seventh
Amendment”) is made and entered into as of November 28, 2007, by and among
the financial institutions identified on the signature pages hereof (such
financial institutions, together with their respective successors and assigns,
are referred to hereinafter each individually as a “Lender” and
collectively as the “Lenders”), WELLS FARGO FOOTHILL, INC., a California
corporation, as arranger and administrative agent for the Lenders (in such
capacities, together with any successor arranger and administrative agent, “Agent”),
and TRC COMPANIES, INC., a Delaware corporation (the “Administrative Borrower”),
on behalf of all Borrowers.


 


WITNESSETH:


 


WHEREAS, the Administrative Borrower, the Administrative Borrower’s
Subsidiaries party thereto, the Lenders and Agent are parties to that certain
Credit Agreement, dated as of July 17, 2006 (as amended as of October 31,
2006, as of November 29, 2006, as of December 29, 2006, as of January 31, 2007,
as of July 30, 2007, and as of September 25, 2007, and as the same may be further
amended, modified, supplemented or amended and restated from time to time, the “Credit
Agreement”);


 


WHEREAS, pursuant to Section 6.16(a) of the Credit Agreement,
the Borrowers were required to achieve EBITDA of at least $12,278,000 for the
12-month period ended June 30, 2007 (the “June 2007 EBITDA Requirement”);


 


WHEREAS, the Borrowers have failed to comply with the June 2007 EBITDA
Requirement (the “June 2007 EBITDA Default”);


 


WHEREAS, pursuant to clauses (a) and (b) of Schedule 5.3 to the
Credit Agreement, as amended, with respect to the month ended June 30, 2007,
the Borrowers were required to deliver an unaudited consolidated and
consolidating balance sheet, income statement, and statement of cash flow
covering Parent’s and its Subsidiaries’ operations during such period, together
with a comparison to the Projections for such monthly period and the
corresponding monthly period of the prior fiscal year, together with a
Compliance Certificate related thereto, on or prior to October 1, 2007 (the “June
2007 Monthly Financial Statement Obligations”);


 


WHEREAS, the Borrowers have complied with such June 2007 Monthly
Financial Statement Obligations (other than with respect to the delivery of
consolidating financial statements for such period) but failed to do so on a
timely basis (the “June 2007 Monthly Financial Statement Default”);


 


WHEREAS, pursuant to clauses (a) and (b) of Schedule 5.3 to the
Credit Agreement, as amended, with respect to the month ended July 31, 2007,
the Borrowers were required to deliver an unaudited consolidated and
consolidating balance sheet, income statement, and statement of cash flow
covering Parent’s and its Subsidiaries’ operations during such period, together
with a comparison to the Projections for such monthly period and the
corresponding monthly period of


 

















 


the prior fiscal year, together with a Compliance
Certificate related thereto, on or prior to October 15, 2007 (the “July 2007
Monthly Financial Statement Obligations”);


 


WHEREAS, the Borrowers have complied with such July 2007 Monthly
Financial Statement Obligations (other than with respect to the delivery of
consolidating financial statements for such period) but failed to do so on a
timely basis (the “July 2007 Monthly Financial Statement Default”);


 


WHEREAS, pursuant to clauses (a) and (b) of Schedule 5.3 to the
Credit Agreement, as amended, with respect to the month ended August 31, 2007,
the Borrowers were required to deliver an unaudited consolidated and
consolidating balance sheet, income statement, and statement of cash flow
covering Parent’s and its Subsidiaries’ operations during such period, together
with a comparison to the Projections for such monthly period and the
corresponding monthly period of the prior fiscal year, together with a
Compliance Certificate related thereto, on or prior to October 31, 2007 (the “August
31, 2007 Monthly Financial Statement Obligations”);


 


WHEREAS, the Borrowers have complied with such August 2007 Monthly
Financial Statement Obligations (other than with respect to the delivery of
consolidating financial statements for such period) but failed to do so on a
timely basis (the “August 2007 Monthly Financial Statement Default”);


 


WHEREAS, pursuant to clauses (c) and (d) of Schedule 5.3 to the
Credit Agreement, as amended, with respect to the fiscal year ended June 30,
2007, the Borrowers were required to deliver consolidated and consolidating
financial statements of Parent and its Subsidiaries for such fiscal year,
audited by independent certified public accountants reasonably acceptable to
Agent and certified, without any qualifications, by such accountants to have
been prepared in accordance with GAAP, together with a Compliance Certificate
related thereto, on or prior to October 31, 2007 (the “2007 Audited
Financial Statement Obligations”);


 


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


 


WHEREAS, the Borrowers were required to deliver consolidating (in
addition to consolidated) unaudited financial statements for each monthly
period since the Closing Date pursuant to clause (a) of Schedule 5.3 to the
Credit Agreement (the “Monthly Consolidating Financial Statement Obligation”);


 


WHEREAS, the Borrowers have failed to comply with such Monthly
Consolidating Financial Statement Obligation for each of the monthly periods
since the Closing Date (the “Monthly Consolidating Financial Statement
Default” and together with the June 2007 EBITDA Default, the June 2007
Monthly Financial Statement Default, July 2007 Monthly Financial Statement
Default, the August 2007 Monthly Financial Statement Default and the 2007
Audited Financial Statement Default, the “Applicable Defaults”);


 


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


 


2

















 


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


 


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


 


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


 


Section 2.              Waivers
Under Credit Agreement.  Subject to the satisfaction of the terms and
conditions set forth herein, Agent and the Required Lenders hereby (a) waive
the June 2007 EBITDA Default; (b) waive the June 2007 Monthly Financial
Statement Default; (c) waive the July 2007 Monthly Financial Statement Default;
(d) waive the August 2007 Monthly Financial Statement Default; (e) waive the
2007 Audited Financial Statement Default; provided that the foregoing
waiver under this clause (e) shall be rescinded and no longer effective as of December
7, 2007 if the Borrowers fail to comply with the 2007 Audited Financial
Statement Obligations on or prior to December 7, 2007; and (f) waive the
Monthly Consolidating Financial Statement Default solely with respect to the
failure of the Borrowers to deliver monthly consolidating financial statements
since the Closing Date (it being understood and agreed that the waiver pursuant
to this clause (f) does not apply to consolidated financial statements).


 


Section 3.              Amendments to the Credit Agreement.
 Subject
to the terms and conditions set forth herein, the Credit Agreement is hereby
amended, as of the Effective Date (defined below), as follows:


 


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


 


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


 




	
  Applicable Amount

  	
   

  	
  Applicable Period

  
	
   

  	
   

  	
   

  
	
  $2,446,000

  	
   

  	
  For the 3 month period
  ending September 30, 2007

  
	
   

  	
   

  	
   

  
	
  $5,654,000

  	
   

  	
  For the 6 month period
  ending December 31, 2007

  
	
   

  	
   

  	
   

  
	
  $9,018,000

  	
   

  	
  For the 9 month period
  ending March 31, 2008

  
	
   

  	
   

  	
   

  
	
  $13,262,000

  	
   

  	
  For the 12 month period
  ending June 30, 2008

  
	
   

  	
   

  	
   

  
	
  An amount determined by
  Agent based on the projections delivered pursuant to Section 5.3
  satisfactory to Agent (or if Borrowers fail to timely deliver such
  projections, an amount reasonably determined by Agent but in no event less
  than $16,000,000), unless otherwise agreed to in writing by Agent, Required
  Lenders and Borrowers

  	
   

  	
  For the 12 month period 

  ending each quarter thereafter

  






 


3

















 


3.02.       Section
6.19.  Section 6.19 of the Credit Agreement is
hereby amended by deleting it in its entirety and inserting the following in
lieu thereof:


 


6.19.        Liquidity.
 At any time permit the sum of Borrowers’
and their Restricted Subsidiaries’ Excess Availability plus Qualified Cash to
be less than $2,500,000; provided that this covenant shall no longer be
applicable at the time Borrowers deliver to Agent the Form 10-K annual report
for the fiscal year ended June 30, 2008 if Borrowers shall have complied with
all requirements under Section 5.3 and Schedule 5.3 for the
fiscal year ended June 30, 2008 in a timely manner.”


 


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


 


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


 


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


 


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


 


4

















 




	
  TTM EBITDA

  	
   

  	
  Base Rate Margin

  
	
   

  	
   

  	
   

  
	
  Less than or equal to
  $12,500,000

  	
   

  	
  2.25
  percentage points

  
	
   

  	
   

  	
   

  
	
  Greater than $12,500,000
  but less than or equal to $16,000,000

  	
   

  	
  1.75
  percentage points

  
	
   

  	
   

  	
   

  
	
  Greater than $16,000,000

  	
   

  	
  1.25
  percentage points

  






 


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


 


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


 


“EBITDA”
means, with respect to any fiscal period, Parent’s and its Subsidiaries’
consolidated net earnings (or loss), minus (a) the sum for such period of (i)
extraordinary gains and (ii) interest income (excluding interest income related
to any Exit Strategy Program), plus (b) the sum for such period of (i) interest
expenses, (ii) income taxes, (iii) depreciation and amortization, (iv)
restructuring charges incurred during the fiscal year ended June 30, 2008 in an
aggregate amount not to exceed $2,750,000, and (v) non-cash losses incurred in
connection with the Exit Strategy Program solely to the extent such losses are
reimbursable to Parent or one of its Subsidiaries under insurance policies with
AIG (or another insurer), in each case, determined on a consolidated basis in
accordance with GAAP.


 


5

















 


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


 


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


 


(a)           For the period from and
including the Seventh Amendment Effective Date to but excluding the effective
date of any determination of the LIBOR Rate Margin pursuant to clause (c)
below, 3.25 percentage points per annum (the “Initial LIBOR Rate Margin”).


 


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


 




	
  TTM EBITDA

  	
   

  	
  LIBOR Rate Margin

  
	
   

  	
   

  	
   

  
	
  Less than or equal to
  $12,500,000

  	
   

  	
  3.25
  percentage points

  
	
   

  	
   

  	
   

  
	
  Greater than $12,500,000
  but less than or equal to $16,000,000

  	
   

  	
  2.75
  percentage points

  
	
   

  	
   

  	
   

  
	
  Greater than $16,000,000

  	
   

  	
  2.25
  percentage points

  






 


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


 


6

















 


otherwise
in effect during any period, without constituting a waiver of any Default or
Event of Default arising as a result thereof, interest due under the Agreement
shall immediately be recalculated at such higher rate for any applicable
periods and shall be due and payable on demand.


 


3.06.       Definition
of Seventh Amendment Effective Date in Schedule 1.1.  Schedule
1.1 to the Credit Agreement is hereby amended by adding the following
definition in proper alphabetical order:


 


“Seventh
Amendment Effective Date” means the “Effective Date” under the Seventh
Amendment to, and Waiver under, Credit Agreement dated as of November 28, 2007,
among the Administrative Borrower, Agent and the Lenders party thereto.


 


3.07.       Definition
of TTM EBITDA in Schedule 1.1.
 Schedule 1.1 to the Credit
Agreement is hereby amended by adding the following definition in proper
alphabetical order:


 


“TTM EBITDA”
means, as of any date of determination, EBITDA of Parent and its Subsidiaries
determined on a consolidated basis in accordance with GAAP, for the 12 month
period most recently ended.


 


3.08.       Schedule
5.3.  Schedule 5.3 to the Credit Agreement is
hereby amended as follows:


 


(a)           The left hand column in
the first row of the table in Schedule 5.3 to the Credit Agreement relating
to monthly financial statements is hereby deleted in its entirety and replaced
with the following: “as soon as available, but in any event within 40 days (45
days in the case of a month that is the end of one of Parent’s fiscal quarters)
after the end of each month during each of Parent’s fiscal years; provided,
that (x) with respect to the month ended September 30, 2007, Borrowers shall
deliver the required information and documents to Agent on or prior to December
14, 2007, and (y) with respect to the month ended October 31, 2007, Borrowers
shall deliver the required information and documents to Agent on or prior to
December 24, 2007”;


 


(b)           Clause (a) in the right
hand column in the first row of the table in Schedule 5.3 to the Credit
Agreement relating to monthly financial statements is hereby amended by
deleting the words “and consolidating” in the first line thereof; and


 


(c)           The left hand column in
the second row of the table in Schedule 5.3 to the Credit Agreement relating
to annual audited financial statements is hereby deleted in its entirety and
replaced with the following: “as soon as available, but in any event within 90
days after the end of each of Parent’s fiscal years; provided that with
respect to the fiscal year ended June 30, 2007, Borrowers shall deliver the
required information and documents to Agent on or prior to December 7, 2007”.


 


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


 


7

















 


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


 


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


 


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


 


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


 


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


 


Section 5.              Conditions.  This Seventh Amendment shall be effective upon
the fulfillment by the Borrowers, in a manner satisfactory to Agent and the
Lenders, of all of the following conditions precedent set forth in this Section 5
(such date, the “Effective Date”):


 


8

















 


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


 


5.02.       Amendment
Fee.  Borrowers shall have paid to Agent, for
the ratable benefit of the Lenders, in immediately available funds an amendment
fee equal to $75,000.


 


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


 


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


 


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


 


Section 6.              Miscellaneous.


 


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


 


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


 


6.03.       References.


 


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


 


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


 


9

















 


“thereto”, “thereof”,
“thereunder” or words of like import referring to the Credit Agreement shall
mean the Credit Agreement as amended hereby.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


[Signature page follows]


 


10

















 


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


 


 


	
   

  	
  ADMINISTRATIVE
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  TRC COMPANIES, INC., a Delaware

  corporation, as Administrative Borrower, on

  behalf of itself and all other Borrowers

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ Martin H. Dodd

  	
   

  
	
   

  	
  Name:

  	
  Martin H. Dodd

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AGENT AND LENDERS:

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO
  FOOTHILL, INC.,
 as Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ Jason P. Shanahan

  	
   

  
	
   

  	
  Name:

  	
  Jason P.
  Shanahan

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TEXTRON FINANCIAL

  CORPORATION,
 as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ Chris Grivakis

  	
   

  
	
   

  	
  Name:

  	
  Chris Grivakis

  	
   

  
	
   

  	
  Title:

  	
  Senior Account
  Executive

  	
   

  
						



 


 


[SIGNATURE PAGE OF SEVENTH AMENDMENT]