Exhibit 10.11.6


SIXTH AMENDMENT TO, AND WAIVER
UNDER, CREDIT AGREEMENT


THIS
SIXTH AMENDMENT TO, AND WAIVER UNDER, CREDIT AGREEMENT (this “Sixth
Amendment”) is made and entered into as of September 25, 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, and as of July 30,
2007, and as the same may be amended, modified, supplemented or amended and
restated from time to time, the “Credit Agreement”);


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 August 31, 2007 (the “June 2007 Monthly Financial Statement
Obligations”);


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


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


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


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


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













 


Section 2.              Waiver
Under Credit Agreement.  Subject to the satisfaction of the terms and
conditions set forth herein, Agent and the Required Lenders hereby waive the
Applicable Default; provided that the foregoing waiver shall be
rescinded and no longer effective as of October 1, 2007 if the Borrowers fail
to comply with the June 2007 Monthly Financial Statement Obligations on or
prior to October 1, 2007.


Section 3.              Amendments
to Schedule 5.3 to the Credit Agreement.  Subject
to the terms and conditions set forth herein, Schedule 5.3 to the Credit
Agreement is hereby amended, as of the Effective Date (defined below), 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 July 31, 2007, Borrowers shall deliver
the required information and documents to Agent on or prior to October 15,
2007, and (y) with respect to the month ended August 31, 2007, Borrowers shall
deliver the required information and documents to Agent on or prior to October
31, 2007”; and


(b)           The left hand column in the second
row of the table in Schedule 5.3 to the Credit Agreement relating to
annual audited financial statements is hereby deleted in its entirety and
replaced with the following: “as soon as available, but in any event within 90
days after the end of each of Parent’s fiscal years; provided that with
respect to the fiscal year ended June 30, 2007, Borrowers shall deliver the
required information and documents to Agent on or prior to October 31, 2007”.


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


4.01.       No Default.  At and as of the date of this
Sixth Amendment and at and as of the Effective Date and both prior to (other
than with respect to the Applicable Default) and after giving effect to this
Sixth 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 Sixth Amendment and both prior to (other than with respect
to the Applicable Default) and after giving effect to this Sixth 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 Sixth 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 Sixth Amendment and the



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


5.01.       Execution of the Sixth Amendment.  Each of
the parties hereto shall have executed an original counterpart of this Sixth
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 $5,000.


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.



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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 Sixth Amendment is limited as specified and the execution, delivery
and effectiveness of this Sixth 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 Sixth 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 Sixth Amendment and (ii) all of the terms and
provisions of this Sixth Amendment are hereby incorporated by reference into
the Credit Agreement, as applicable, as if such terms and provisions were set
forth in full therein, as applicable.


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


6.04.       Governing Law.  THIS SIXTH 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 Sixth
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
Sixth Amendment in any jurisdiction.


6.06.       Counterparts.  This Sixth 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 Sixth Amendment by
telefacsimile or electronic mail shall be equally



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


6.08.       Binding Effect; Assignment.  This
Sixth 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 Sixth
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 Sixth Amendment and any document required to
be furnished herewith.


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


[Signature page follows]


 



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IN
WITNESS WHEREOF, the parties hereto have caused this Sixth 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