Exhibit 10.11.8
EXECUTION
VERSION
EIGHTH AMENDMENT TO, AND
WAIVER UNDER, CREDIT AGREEMENT
THIS EIGHTH AMENDMENT TO, AND WAIVER UNDER,
CREDIT AGREEMENT (this “ Eighth Amendment ”) is
made and entered into as of December 14, 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, as of
September 25, 2007, and as of November 28, 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 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 December 7, 2007 (the “
2007 Audited Financial Statement Obligations
”);
WHEREAS, the Borrowers have failed to comply
with such 2007 Audited Financial Statement Obligations (the “
Applicable Default ”);
WHEREAS, the Administrative Borrower has
requested Agent and the Lenders to waive the Applicable Default,
and Agent and the Lenders have agreed to do so 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 December 17, 2007 if the Borrowers fail
to comply with the 2007 Audited Financial Statement Obligations
(other than with respect to consolidating financial statements
which shall no longer be required under Schedule 5.3 to
the Credit Agreement) on or prior to December 17, 2007.
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.
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 (w) with respect to the month ended
September 30, 2007, Borrowers shall deliver the required
information and documents to Agent on or prior to January 11,
2008, (x) with respect to the month ended October 31,
2007, Borrowers shall deliver the required information and
documents to Agent on or prior to January 25, 2008,
(y) with respect to the month ended November 30, 2007,
Borrowers shall deliver the required information and documents to
Agent on or prior to February 9, 2008, and (z) with
respect to the month ended December 31, 2007, Borrowers shall
deliver the required information and documents to Agent on or prior
to February 29, 2008”;
(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 December 17,
2007”; and
(c)
Clause (c) in the right 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 amended by
deleting the words “and consolidating” in the first
line thereof.
Section 4.
Representations and Warranties . In order to induce
Agent and the Lenders to enter into this Eighth 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 Eighth
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 Eighth Amendment, no Default or Event of
Default exists and is continuing.
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