Exhibit
10.11.10
EXECUTION
VERSION
TENTH AMENDMENT TO, AND
WAIVER UNDER, CREDIT AGREEMENT
THIS TENTH AMENDMENT TO, AND WAIVER UNDER,
CREDIT AGREEMENT (this “ Tenth Amendment ”) is
made and entered into as of April 4, 2008, 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, as of November 28, 2007, as of
December 14, 2007, and as of March 3, 2008, 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 (a) and
(b) of Schedule 5.3 to the Credit Agreement, as
amended, with respect to the month ended December 31, 2007,
the Borrowers were required to deliver an unaudited consolidated
balance sheet, income statement, and statement of cash flow
covering Parent’s and its Subsidiaries’ operations
during such period, together with a comparison to Projections for
such monthly period and the corresponding monthly period of the
prior fiscal year and a Compliance Certificate related thereto, in
each case on or prior to February 29, 2008 (the “
December 2007 Monthly Financial Statement Obligations
”);
WHEREAS, the Borrowers complied with such
December 2007 Monthly Financial Statement Obligations but
failed to do so on a timely basis (the “
December 2007 Monthly Financial Statement Default
”);
WHEREAS, pursuant to clauses (a) and
(b) of Schedule 5.3 to the Credit Agreement, as
amended, with respect to the month ended January 31, 2008, the
Borrowers were required to deliver an unaudited consolidated
balance sheet, income statement, and statement of cash flow
covering Parent’s and its Subsidiaries’ operations
during such period, together with a comparison to Projections for
such monthly period and the corresponding monthly period of the
prior fiscal year and a Compliance Certificate related thereto, in
each case on or prior to March 11, 2008 (the “
January 2008 Monthly Financial Statement Obligations
”);
WHEREAS, the Borrowers have failed to comply
with such January 2008 Monthly Financial Statement Obligations
(the “ January 2008 Monthly Financial Statement
Default ”; and together with the December 2007
Monthly Financial Statement Default, the “ Applicable
Defaults ”);
WHEREAS, the Administrative Borrower has
requested Agent and the Lenders to waive the Applicable Defaults,
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.
Waivers Under Credit Agreement . Subject to the satisfaction of
the terms and conditions set forth herein, Agent and the Required
Lenders hereby (a) waive the December 2007 Monthly
Financial Statement Default and (b) waive the
January 2008 Monthly Financial Statement Default;
provided that the waiver under this clause (b) shall be
rescinded and no longer effective as of April 22, 2008 if the
Borrowers fail to comply with the January 2008 Monthly
Financial Statement Obligations on or prior to April 22,
2008.
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.
Definition of EBITDA in Schedule 1.1 . The definition of
“EBITDA” in Schedule 1.1 to the Credit Agreement
is hereby amended by deleting it in its entirety and inserting the
following in lieu thereof:
“
EBITDA ” means, with respect to any fiscal period,
Parent’s and its Subsidiaries’ consolidated net
earnings (or loss), minus (a) without duplication and to the
extent included in determining Parent’s and its
Subsidiaries’ consolidated net earnings (or loss) for such
period, the sum for such period of (i) extraordinary gains and
(ii) interest income (excluding interest income related to any
Exit Strategy Program), in the case of each of clauses
(a)(i) and (a)(ii) above determined on a consolidated
basis in accordance with GAAP, plus (b) without duplication
and to the extent deducted in determining Parent’s and its
Subsidiaries’ consolidated net earnings (or loss) for such
period, the sum for such period of (i) interest expenses,
(ii) income taxes, (iii) depreciation and amortization,
(iv) restructuring charges incurred during the fiscal year
ended June 30, 2008 in an aggregate amount not to exceed
$2,750,000, (v) non-cash losses incurred in connection with
the Exit Strategy Program solely to the extent such losses are
reimbursable to Parent or one of its Subsidiaries under insurance
policies with AIG (or another insurer), and (vi) non-cash
goodwill impairment charges, in the case of each of clauses
(b)(i) through and including (b)(vi) above, determined on
a consolidated basis in accordance with GAAP.
3.02.
Schedule 5.3 . Schedule 5.3 to the Credit
Agreement is hereby amended as follows: t he 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
January 31, 2008, Borrowers shall deliver the required
information and documents to Agent
