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 (
