Exhibit 10.11.3
THIRD AMENDMENT TO, AND WAIVER UNDER, CREDIT AGREEMENT
THIS THIRD AMENDMENT TO, AND WAIVER UNDER, CREDIT AGREEMENT (this "Third
Amendment") is made and entered into as of December 29, 2006, 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 (the
"First Amendment") and as of November 29, 2006, and as the same may be amended,
modified, supplemented or amended and restated from time to time, the "Credit
Agreement");
WHEREAS, Section 3.6(b) of the Credit Agreement (as amended by the First
Amendment) required that, on or prior to December 15, 2006, Agent shall have
received a Collateral Access Agreement with respect to the locations listed on
Schedule 3.6(b) to the Credit Agreement (the "Section 3.6(b) Requirement");
WHEREAS, the Section 3.6(b) Requirement has not yet been completely satisfied
(the "Section 3.6(b) Default");
WHEREAS, the Administrative Borrower has requested, and Agent and the Lenders
have agreed, to waive the Section 3.6(b) Default, subject to the terms and
conditions set forth herein; and
WHEREAS, Agent, the Lenders and the Borrowers wish to amend the Credit Agreement
as herein provided;
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 SECTION 3.6(B) DEFAULT, PROVIDED, THAT THE FOREGOING WAIVER SHALL BE
RESCINDED AND NO LONGER EFFECTIVE AS OF JANUARY 31, 2007 IF THE ADMINISTRATIVE
BORROWER FAILS TO DELIVER TO AGENT COLLATERAL ACCESS
Agreements with respect to all of the locations listed on Schedule 3.6(b) to the
Credit Agreement, on or prior to January 31, 2007.
SECTION 3.
AMENDMENTS TO 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
AMENDMENT TO SCHEDULE 5.3.
THE LEFT HAND COLUMN IN THE SECOND ROW OF THE
TABLE IN SCHEDULE 5.3 TO THE CREDIT AGREEMENT IS HEREBY AMENDED BY DELETING THE
WORDS "ON OR PRIOR TO DECEMBER 31, 2006" THEREIN AND INSERTING "ON OR PRIOR TO
JANUARY 31, 2007" IN LIEU THEREOF.
SECTION 4.
REPRESENTATIONS AND WARRANTIES.
IN ORDER TO INDUCE AGENT AND THE
LENDERS TO ENTER