ONE AND THE SAME
INSTRUMENT.
DELIVERY OF AN EXECUTED COUNTERPART OF THIS SECOND AMENDMENT BY
TELEFACSIMILE OR ELECTRONIC MAIL SHALL BE EQUALLY EFFECTIVE AS DELIVERY OF A
MANUALLY EXECUTED COUNTERPART.
A COMPLETE SET OF COUNTERPARTS SHALL BE LODGED
WITH THE ADMINISTRATIVE BORROWER, AGENT AND EACH LENDER.
5.07
HEADINGS.
SECTION HEADINGS IN THIS SECOND AMENDMENT ARE INCLUDED HEREIN
FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT CONSTITUTE A PART OF THIS SECOND
AMENDMENT FOR ANY OTHER PURPOSE.
5.08
BINDING EFFECT; ASSIGNMENT.
THIS SECOND 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 SECOND AMENDMENT SHALL NOT BE ASSIGNED OR
DELEGATED WITHOUT THE PRIOR WRITTEN CONSENT OF AGENT AND THE LENDERS.
5.09
EXPENSES.
BORROWERS AGREE TO PAY AGENT UPON DEMAND, FOR ALL REASONABLE
EXPENSES, INCLUDING REASONABLE FEES OF ATTORNEYS AND PARALEGALS FOR AGENT AND
THE LENDERS (WHO MAY BE EMPLOYEES OF AGENT OR THE LENDERS), INCURRED BY AGENT
AND THE LENDERS IN CONNECTION WITH THE PREPARATION, NEGOTIATION AND EXECUTION OF
THIS SECOND AMENDMENT AND ANY DOCUMENT REQUIRED TO BE FURNISHED HEREWITH.
5.10
INTEGRATION.
THIS SECOND 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]
4
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be
executed by their respective officers thereunto duly authorized, as of e 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:
Secretary
AGENT AND LENDERS:
WELLS FARGO FOOTHILL, INC.,
as Agent and as a Lender
By:
/s/ Paul G. Chao
Name:
Paul G. Chao
Title:
Vice President