Exhibit
10.3.3


 


SECOND
FORBEARANCE AGREEMENT AND

GLOBAL AMENDMENT TO CREDIT DOCUMENTS


 


This SECOND FORBEARANCE AGREEMENT AND GLOBAL AMENDMENT
TO CREDIT DOCUMENTS (the “Agreement”) is entered into as of this 24th
day of January, 2006 by and among TRC COMPANIES, INC., together with its
Subsidiaries signatory hereto (each, a “Borrower” and collectively, the “Borrowers”),
WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent (the “Agent”) and the LENDERS
identified on the signature pages hereof (each, a “Lender” and collectively,
the “Lenders”).


 


BACKGROUND


 


A.                                   The
Borrowers, the Agent and the Lenders are parties to a certain Amended And
Restated Revolving Credit Agreement dated as of March 31, 2004 (as amended,
supplemented and/or modified from time to time, the “Credit Agreement”)
pursuant to which the Lenders agreed to make certain credit accommodations
available to the Borrowers upon the terms and conditions specified in the
Credit Agreement.  All terms capitalized
but not otherwise defined herein shall have the meanings ascribed to them in
the Credit Agreement.


 


B.                                     Events
of Default have occurred under the Credit Agreement as a result of:  (i) the Borrowers’ failure to deliver annual, audited
financial statements for the fiscal year ending June 30, 2005 in accordance
with § 7.02(a) of the Credit Agreement; (ii) the Borrowers’ failure to provide
quarterly financial statements for the quarter ending June 30, 2005 in
accordance with § 7.02(c) of the Credit Agreement; (iii) the Borrowers’ failure
to provide annual projections in accordance with § 7.02(d) of the Credit
Agreement; (iv) the Borrowers’ failure to provide the Compliance Certificate
required to be delivered in accordance with the annual and quarterly financial
statements in accordance with § 7.03 of the Credit Agreement; (v) the Borrowers’
violation of one or more of the financial covenants contained in §§ 8.07
through 8.10 of the Credit Agreement for the period ending as of June 30, 2005;
(vi) the Borrowers’ violation of one or more of the financial covenants contained
in §§ 8.07 through 8.10 of the Credit Agreement for the periods ending as of
September 30, 2005; (vii) the Borrowers’ violation of one or more of the
financial covenants contained in §§ 8.07 through 8.10 of the Credit Agreement
for the periods ending as of December 31, 2005; (viii) the Borrowers’ financial
reporting control deficiencies and other accounting revaluations with respect
to certain Exit Strategy contracts which may require restatements of previously
provided financial statements; (ix) the Borrowers’ divestiture of Centurion Solutions LLC without the
consent of the Lenders in violation of § 8.04 of the Credit Agreement; and (x)
the Borrowers’ failure to pay Indebtedness owing to various parties in
connection with the acquisition of Pacland in violation of § 9.01(iii) of the
Credit Agreement (collectively, the “Existing Defaults”).


 


C.                                     On
or about November 2, 2005, the Borrowers and the Lenders entered into that
certain Forbearance Agreement And Global Amendment To Credit Documents pursuant
to which, among other things, the Lenders agreed to a limited forbearance with
respect to the Existing Defaults identified therein.


 


D.                                    The
Borrowers have requested the Lenders to continue to forbear from exercising
their rights and remedies under the Credit Documents for a limited period of
time. Subject to the terms and conditions contained herein, the Lenders have
agreed to the Borrowers’ request.


 

















 


NOW, THEREFORE, incorporating the Background Section
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereby agree as follows:


 


A.                                   Acknowledgments by Borrowers.  To induce the Lenders to enter into this
Agreement, each Borrower acknowledges, agrees, warrants, and represents that:


 


1.                                       Acknowledgment
of Existing Defaults; Loans; Collateral; Waiver of Claims: (a) the Existing
Defaults currently exist, constitute Events of Default under the Credit
Agreement, are material in nature and have not and cannot be cured; (b) as a
result of the Existing Defaults, the Borrowers may not request LIBOR Loans and
the Agent and the Lenders are entitled to accelerate the Obligations and
exercise all rights and remedies available to the Agent and the Lenders under
the Credit Agreement; (d) the Credit Documents are valid and enforceable
against, and all of the terms and conditions of the Credit Documents are
binding on, each of the Borrowers; (e) the liens and security interests granted
by each of the Borrowers to the Agent for the benefit of the Lenders pursuant
to the Credit Documents are valid, legal and binding and properly recorded or
filed and perfected, first priority security interests and constitute
collateral for all of the Obligations; and (d) each of the Borrowers hereby
waives any and all defenses, set-offs and counterclaims which it may have or
claim to have against the Agent and the Lenders as of the date hereof on
account of all matters set forth in the Credit Documents.


 


2.                                       Acknowledgment
of Liabilities: as of January 23, 2006, the Borrowers are jointly and
severally indebted under the Credit Agreement (in addition to all fees, costs,
and other amounts recoverable thereunder), all without offset, counterclaim, or
defense of any kind for: (i) outstanding principal under the Revolving Credit
Facility of $59,800,000.00; (ii) accrued and unpaid interest under the
Revolving Credit Facility of $347,515.28, and (iii) attorneys’ fees and other
fees and costs as allowable under the Credit Agreement.


 


3.                                       Adequate
Representation:  the Borrowers have
been represented by legal counsel of their choice and are fully aware of the
terms contained in this Agreement and have voluntarily, without coercion or
duress of any kind, entered into this Agreement and the other documents
executed in connection therewith.


 


B.                                     Forbearance by Lenders. 
Without waiving the Existing Defaults or the Lenders’ rights and
remedies with respect thereto, and subject to the terms and conditions set
forth herein, the Credit Documents, and the documents executed in connection
with this Agreement, the Agent and the Lenders agree to continue to make Loans
under the Revolving Credit Facility up to the Maximum Available Revolving
Credit Amount (as amended herein) and further agree to forbear in the exercise
of their rights and remedies under the Credit Documents until the earlier of
(i) July 15, 2006 or the (ii) occurrence of an Event of Default (other than the
Existing Defaults) under the Credit Documents or this Agreement (the “Termination
Date”).  The period from the date of this
Agreement to the Termination Date shall be referred to as the “Forbearance
Period”.


 


C.                                     Representations and Warranties.  To induce the Agent and the Lenders to enter
into this Agreement, each Borrower makes the following representations and
warranties to the Agent and the Lenders, each and all of which shall survive
the execution and delivery of this Agreement:


 


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1.                                       All
organizational action by each Borrower and its respective officers necessary
for the due authorization, execution, delivery and performance of this
Agreement or any agreement executed, delivered or performed in connection
therewith have been taken.


 


2.                                       Each
person executing the Agreement or any agreement executed in connection
therewith on behalf of a Borrower is an authorized officer of such Borrower and
is duly authorized by such Borrower to execute same.


 


3.                                       This
Agreement is, and each other document executed by each Borrower pursuant hereto
will be the legal, valid and binding obligation of such Borrower, enforceable
against such Borrower in accordance with their respective terms, subject only
to bankruptcy, insolvency, reorganization, moratorium or other laws or
equitable principles affecting creditors’ rights generally.


 


4.                                       Each
Borrower is in compliance in all material respects with all laws (including all
applicable environmental laws), regulations, and requirements applicable to its
business and has not received, and has no knowledge of, any order or notice of
any governmental investigation or of any violation or claim of violation of any
law, regulation or other governmental requirement which would have a material
adverse effect upon its business operations or financial condition.


 


5.                                       The
execution, delivery and performance of this Agreement does not and will not:
(i) conflict with, violate or result in a material breach of any provision
of any applicable law, rule, regulation or order; or (ii) conflict or
result in a breach of any provision of organizational documents of any
Borrower.  No authorization, consent or
approval or other action by, and no notice of or filing with, any governmental
authority or regulatory bodies are required to be obtained or made by any
Borrower for the due execution, delivery and performance of this Agreement.


 


6.                                       Other
than the Existing Defaults, each Borrower is in full compliance with all of the
covenants and conditions of the Credit Agreement and the Credit Documents.


 


7.                                       Other
than the Existing Defaults, no default or Event of Default has occurred under
the Credit Documents and no event has occurred which, with the passage of time,
the giving of notice, or both, would result in a default or Event of Default
under the Credit Agreement or under any of the other Credit Documents.


 


8.                                       The
execution, delivery and performance of this Agreement does not and will not
conflict with, violate or result in a breach of any provision of any agreement
relating to any Indebtedness of any Borrower.


 


9.                                       Attached
hereto, and incorporated by reference as Exhibit “A” is a true, complete and
correct listing of the Joint Ventures to which any Borrower is currently a
party (collectively, the “Joint Ventures”).


 


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D.                                    Amendments to Credit Documents


 


1.                                       The
definition of “Commitment” in the Credit Agreement is supplemented by adding
the following sentence at the end of the existing definition to read as
follows:  “Each Lender’s commitment shall
automatically reduce concurrently with the reduction of the Maximum Available
Revolving Credit Amount so as to maintain the Pro Rata Share of each Lender as
provided on Schedule A to the Credit Agreement.”


 


2.                                       The
definition of “Maximum Available Revolving Credit Amount” is amended and
restated in its entirety to read as follows:


 


“Maximum Available
Revolving Credit Amount” shall mean the maximum amount of Loans and Letters of
Credit permitted to be outstanding as of the following dates:


 


	
  Date

  	
   

  	
  Maximum Available 

  Revolving Credit Amount

  	
   

  
	
  January 25, 2006
  – February 27, 2006

  	
   

  	
   

  	
  $

  	
  62,000,000.00

  	
   

  
	
  February 28,
  2006 – March 30, 2006

  	
   

  	
   

  	
  $

  	
  61,600,000.00

  	
   

  
	
  March 31, 2006 –
  April 29, 2006

  	
   

  	
   

  	
  $

  	
  61,200,000.00

  	
   

  
	
  April 30, 2006 –
  May 30, 2006

  	
   

  	
   

  	
  $

  	
  60,800,000.00

  	
   

  
	
  May 31, 2006 –
  June 29, 2006

  	
   

  	
   

  	
  $

  	
  60,400,000.00

  	
   

  
	
  June 30, 2006
  and thereafter

  	
   

  	
   

  	
  $

  	
  60,000,000.00

  	
   

  



 


less any reduction to said Maximum Available Revolving
Credit Amount pursuant to Section 2.04 hereof or any reductions required under
the Second Forbearance Agreement And Global Amendment To Credit Documents dated
as of January 24, 2006, but subject to increase in accordance with Section 2.17
hereof.”


 


3.                                       Section
9.01(xiv) of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:


 


“(xiv)                   Cross-Default.  The occurrence of an Event of Default under that
certain Forbearance Agreement and Global Amendment to Credit Documents dated as
of November 2, 2005 or that certain Second Forbearance Agreement and Global
Amendment to Credit Documents dated as of January 24, 2006;”


 


E.                                      Forbearance Covenants.  The Borrowers, jointly and severally, covenant
and agree from and after the date hereof, and until satisfaction of the
Obligations, to do the following:


 


1.                                       Execution of Other
Documents.  At the Agent’s request, the
Borrowers shall execute and deliver or cause to be delivered to Agent and/or
file with the appropriate offices, such documents, pleadings, instruments,
agreements, financing statements, amendments and/or other things deemed
necessary by the Agent, in its sole discretion, to implement the


 


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substance and intent of this Agreement, the
Credit Documents, and the other documents executed in connection herewith or
therewith.


 


2.                                       Access.  The Borrowers shall provide the Agent and its
consultant (provided that such consultant executes a mutually acceptable
confidentiality agreement) with full and complete access to all financial
books, records and files (whether such information is stored on any computer or
disk) upon reasonable prior notice and during normal business hours to, among
other things, verify cash receipts, collateral levels, and results of
operations and such access may not unduly interfere with the day-to-day
operations of the Borrower.  All fees and
expenses incurred by the Agent and its consultant in connection with the
foregoing shall be paid or reimbursed by the Borrowers as submitted by the
Agent prior to the Termination Date.


 


3.                                       Use of Cash or Other
Proceeds.  From and after the date hereof,
no Borrower shall make any loans to any employee, shareholder, officer or
director of the Borrowers or use any cash or other proceeds from the Borrowers’
businesses to pay any personal expenses of any employee, shareholder, officer
or director of the Borrowers, or any expenses of any nature whatsoever of any
affiliated entity or person, except for the reimbursement of legitimate
business expenses or expenses required to be paid by the Borrowers under
employment agreements with Richard Ellison and/or Christopher Vincze (in an
amount not to exceed $10,000 annually for each individual).


 


4.                                       No Additional Liens or
Indebtedness or Distributions or Asset Sales.  Other
than as consented to by the Required Lenders, no Borrower shall:


 


(a)
become an obligor or guarantor with respect to any Indebtedness owed to any
entity other than: (i) the Indebtedness owed to the Lenders; or (ii) current
liabilities of the Borrowers incurred in the ordinary course of business not
incurred through (A) the borrowing of money or (B) the obtaining of credit
except for credit on an open account basis customarily extended and in fact
extended in connection with normal purchases of goods and services;


 


(b)
pledge any of its assets to any entity or allow, voluntary or involuntary, any
liens or security interests to attach to any of their respective assets other
than (i) liens and security interests in favor of the Agent and (ii) liens of
carriers, warehousemen, mechanics and materialmen in existence less than one
hundred and twenty (120) days from the date of creation thereof in respect of
obligations not overdue;


 


(c)
except with respect to the redemption of stock with stock or declaration of a
dividend in stock, declare or pay any cash dividend or make any distributions
to holders of any shares of stock or, directly or indirectly, redeem or
otherwise acquire any such shares or any option, warrant or right to acquire
any such shares;


 


(d)
become a party to a merger, consolidation, or acquisition; or


 


(e)
sell or otherwise dispose of any of its assets, including all or any part of
any Borrower’s operating divisions.


 


To the extent this provision is inconsistent with
Sections 8.01, 8.02, 8.04, 8.06, 8.12 or any other section of the Credit
Agreement, this provision shall control.


 


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5.                                       [Reserved]


 


6.                                       Financial Reporting


 


a.                                       Cash Flow Budget/Flash
Report.  On or before January 17, 2006 and on each
successive Tuesday thereafter, the Borrowers shall provide to the Lenders a
rolling 13 week cash flow statement, as reviewed and approved by Glass &
Associates (the “Consultant”) and in form and substance satisfactory to the
Required Lenders, projecting operations and collections, on a weekly basis and
comparing actual to budgeted results of operation for all prior periods;


 


b.                                      Backlog Report.  On or before January 30, 2006 and the 30th
day after the close of each month, the Borrowers shall provide to the Lenders a
monthly backlog schedule (the first schedule of which shall be as of December
31, 2005);


 


c.                                       Bi-Weekly Report.  On or before January 17, 2006 and each
successive second Tuesday thereafter, the Borrowers shall provide to the
Lenders a status report (approved by the Consultant) on various restructuring
and operating initiatives including but not limited to: (i) new business
generated by the Borrowers since the previously provided report;  (ii) the implementation and results of the
DSO reduction initiative; (iii) the integration of the Borrowers eastern and
western operations and the conversions related to the same; and (iv) the status
of the settlement negotiations related to the Pacific Land Design transaction;


 


d.                                      Periodic Financial
Reporting.  On or before January 18, 2006
(for the month ending November 30, 2005) and the 40th day after the
close of each month, the Borrowers shall deliver the Lenders consolidated and
consolidating statement of operations and balance sheets and consolidated cash
flows, all in reasonable detail and prepared in accordance with GAAP (certified
as required by § 7.02(b) of the Credit Agreement) and approved by the Consultant
which fairly present the financial condition of the Borrowers as of the close
of the immediately preceding month.  The
Borrowers shall otherwise timely deliver the quarterly consolidating and
consolidated financial reports required under § 7.02(b) and (c) of the Credit
Agreement; and


 


e.                                       Other Items.  The Borrowers shall deliver to the Lenders
such other reports, documents or the like that are reasonably requested during
the Forbearance Period, including but not limited to, borrowing base certifications,
in a form to be prepared by the Lenders upon the completion of the Boston field
audit examination, with such frequency and with such supporting documentation
as reasonably required by the Required Lenders.


 


7.                                       Interest/Payments.


 


a.                                       On and after November
1, 2005, the Loans shall bear interest at the Default Rate, and the Borrowers
shall not be entitled to request or receive LIBOR Loans;


 


b.                                      The Borrower shall pay
to the Agent all payments required under the Notes as and when due;


 


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c.                                       Upon any sale or
disposition of any assets owned by the Borrowers, the Borrowers shall remit
100% of the proceeds received on account of such sale or disposition (less any
normal and actual fees, expenses and taxes incurred and directly payable from
such sale or disposition) to the Agent for the payment to the Lenders which
shall be applied to the unpaid principal balance of the Loans and shall
permanently reduce the Maximum Available Revolving Credit Amount; and


 


d.                                      On June 30, 2006, the Borrowers shall pay the
Agent a fee in the amount of $425,000 (for the ratable benefit of the Lenders
executing the Second Forbearance Agreement) which will be fully earned on June
30, 2006 which shall be deemed part of the Obligations; provided however, that
such fee shall be waived if, on or before June 30, 2006, the Loans and the
Maximum Available Revolving Credit Amount have been permanently reduced to an
amount equal to or less than $50,000,000.00.


 


8.                                       Loan Document Covenants.  The Borrowers shall otherwise comply with all
other covenants contained in the Credit Documents, including, but not limited
to, all financial deliveries required thereunder, in form and substance and in
sufficient detail satisfactory to the Required Lenders.


 


9.                                       Conditions Subsequent. The Borrowers shall
use their reasonable best efforts to:


 


a.                                       deliver a certificate evidencing the ownership for
each of the Subsidiaries of TRC (and a stock power executed in blank therefor),
on or before January 31, 2006;


 


b.                                      deliver a Collateral Assignment of each Joint
Venture Agreement to which any Borrower is a party on or before January 31,
2006


 


c.                                       obtain assignments (in
accordance with the Federal Assignment of Claims Act and any state equivalent)
for any contracts with any government (or quasi-government) entities on or
before March 31, 2006; and


 


b.                                      obtain account control
agreements with respect to the Bank Accounts, except for insignificant bank
accounts to be reasonably determined by the Required Lenders after identification
by the Borrowers on or before March 31, 2006.


 


10.                                 SEC Filings and Press Releases. As soon as possible prior to filing or
release, the Borrowers shall deliver to the Lenders drafts of all documents to
be filed with the Security and Exchange Commission (the “SEC”) (including all
Forms 10-K, 8-K and 10-Q) (the “SEC Documents”) and all press releases to be
issued to the press (the “Press Releases”) and contemporaneously with the
filing of any SEC Documents or the issuance of any Press Releases, the Borrowers
shall deliver to the Lenders such SEC Documents and Press Releases.


 


11.                                 Fiscal Year End 2005
10K and Financial Statements.  On or before
March 15, 2006, the Borrowers shall have filed with the SEC and delivered to
the Lenders their Form 10K for Fiscal Year End 2005 accompanied by financial
statements for such period, and such financial statements shall present fairly
the financial condition of the Borrowers as of the close


 


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of such year and
the results of its operations and its cash flows during such year, in
accordance with GAAP, and shall be audited and accompanied by the unqualified
opinion, satisfactory in form and substance to the Required Lenders, of an
independent public accounting firm acceptable to the Required Lenders.  On or before March 31, 2006, the Borrowers shall
have filed with the SEC and delivered to the Lenders their Form 10Q for Fiscal
Quarter End September 30, 2005 accompanied by financial statements for
such period, and such financial statements shall present fairly the financial
condition of the Borrowers as of the close of such period and the results of
its operations and its cash flows during such period, in accordance with GAAP.


 


12.                                 Investment
Banker.  Unless waived in writing by
the Required Lenders, on or before April 15, 2006, the Borrowers shall retain an investment
banker acceptable to the Required Lenders (the “Investment Banker”) on terms
and conditions satisfactory to the Required Lenders.  Such retention shall authorize the Investment
Banker, on behalf of the Borrowers and its shareholders, to evaluate any
opportunities to raise capital, including through an equity raise and/or
issuance of tranche B or junior financing, and provide periodic reports to the
Lenders and discuss the same with the Lenders.


 


13.                                 Financial
Covenants.  On or before February 15, 2006, the Borrowers and
the Lenders will establish monthly and/or quarterly financial covenants
(including the calculations thereof) which shall be acceptable to the Agent and
the Required Lenders in their sole and absolute discretion (which covenants,
once established, shall be reported to the Agent concurrent with the submission
of the Periodic Financial Reports required hereunder and a quarterly or monthly
Compliance Certificate as required under § 7.03 of the Credit Agreement) and
the failure of the parties to agree to such covenants on or before February 15,
2006 shall be an Event of Default hereunder and the Termination Date shall
immediately occur without any prior or further notice.


 


F.                                      Conditions Precedent to Enforceability of
Agreement.  This Agreement
shall be deemed effective only after the occurrence of the following events:


 


1.                                       The
Borrowers’ execution and delivery to the Agent of this Agreement and each of
the following all in form and substance satisfactory to the Agent;


 


a.                                       a Stock Pledge Agreement or other related
pledge agreement for each of the Subsidiaries of TRC;


 


b.                                      a Mortgage on the real estate owned by CUBIX
Corporation;


 


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c.                                       Resolutions
approved by the Board of Directors or other governing body together with
Secretary and Incumbency Certificates for each of the Borrowers; and


 


d.                                      and
all other agreements, instruments and other documents contemplated hereby or
otherwise requested by the Agent,


 


2.                                       The
Borrowers’ payment to the Agent of a (i) forbearance fee (for the benefit of
the Lenders executing this Agreement) in the amount of $300,000 to be
distributed to the Lenders according to their Pro Rata Share and (ii) a
documentation fee (for the sole benefit of the Agent) in the amount of $25,000,
and such fees shall be deemed part of the Obligations; and


 


3.                                       The
Borrowers’ payment to the Agent of an amount sufficient to cover all of the
Lenders’ costs and expenses to date, including, without limitation, the Lenders’
costs and expenses incurred in connection with the preparation and negotiation
of this Agreement (including the fees and expenses of the Lenders’ counsel)
through the date of this Agreement.


 


G.                                     Unlimited Release by the Borrowers.  Each Borrower, on behalf of itself, and
any person or entity claiming by or through it (collectively referred to as the
“Releasors”), hereby unconditionally remises, releases and forever discharges
the Agent, each Lender and their respective past and present officers,
directors, shareholders, agents, parent corporation, subsidiaries, affiliates,
trustees, administrators, attorneys, predecessors, successors and assigns and
the heirs, executors, administrators, successors and assigns of any such person
or entity, as releasees (collectively referred to as the “Releasees”), of and
from any and all manner of actions, causes of action, suits, debts, dues,
accounts, bonds, covenants, contracts, agreements, promises, warranties, guaranties,
representations, liens, mechanics’ liens, judgments, claims, counterclaims,
cross-claims, defenses and/or demands whatsoever, including claims for
contribution and/or indemnity, whether now known or unknown, past or present,
asserted or unasserted, contingent or liquidated, at law or in equity, or
resulting from any assignment, if any (collectively referred to as “Claims”),
which any of Releasors ever had or now have against any of the Releasees, for
or by reason of any cause, matter or thing whatsoever, arising from the
beginning of time to the date of execution of this Agreement, including, but
not limited to, any and all Claims relating to or arising from the lending
relationship between the Agent, the Lenders and the Borrowers.  Each Borrower warrants and represents that it
has not assigned, pledged, hypothecated and/or otherwise divested itself and/or
encumbered all or any part of the Claims being released hereby and agrees to
indemnify and hold harmless any and all of Releasees against whom any Claim so
assigned, pledged, hypothecated, divested and/or encumbered is asserted.


 


H.                                    Events
of Default.  Each of the
following shall constitute an event of default (“Event of Default”) under this
Agreement:


 


a.                                       Payment.  Failure of any Borrower to pay any amount as
and when due hereunder or under this Agreement.


 


b.                                      Representations and
Warranties.  Any representation or warranty
made by any of the Borrowers in this Agreement shall be false or misleading in
any material respect as of the date made.


 


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c.                                       Covenants.  Failure of any Borrower to observe any
covenant set forth in this Agreement.


 


d.                                      Agreement Invalid.  The validity, binding nature of, or
enforceability of any term or provision of this Agreement is disputed by, on
behalf of, or in the right or name of any Borrower or any material term or
provision of this Agreement is found or declared to be invalid, avoidable, or
unenforceable by any court of competent jurisdiction.


 


e.                                       Cross-Defaults.  The occurrence of a default or event of
default (other than the Existing Defaults) under any of the Credit Documents or
the Side Letter.


 


f.                                         Bankruptcy or
Insolvency of Any Borrower.


 


(1)                                  Any Borrower becomes
insolvent, or generally fails to pay, or is generally unable to pay, or admits
in writing (other than as set forth in financial statements previously provided
to the Lenders) its inability to pay its debts as they become due or applies
for, consents to, or acquiesces in, the appointment of a trustee, receiver or
other custodian, or a substantial part of its property, or makes a general
assignment for the benefit of creditors.


 


(2)                                  Any Borrower commences
any bankruptcy, reorganization, debt arrangement, or other case or proceeding
under any state or federal bankruptcy or insolvency law, or any dissolution or
liquidation proceeding.


 


(3)                                  Any bankruptcy,
reorganization, debt arrangement, or other case or proceeding under any state
or federal bankruptcy or insolvency law, or any dissolution or liquidation
proceeding, is involuntarily commenced against or in respect of any Borrower or
an order for relief is entered in any such proceeding, and any such decree or
order remains in effect for a period of sixty (60) days.


 


(4)                                  A trustee, receiver, or
other custodian is appointed for any Borrower or a substantial part of its
property.


 


g.                                      Material Adverse Change.  A material adverse change occurs in the
financial condition or credit worthiness of any Borrower or with respect to any
of the Collateral, with such determination to be made by the Required Lenders
in their sole and absolute discretion including, but not limited to, any change
or potential change that occurs or which could occur in any Borrower’s
financial condition or assets as a result of any action taken by, or on behalf
of, any creditor or group of creditors of any Borrower.


 


h.                                      Change in
Ownership/Management Structure.  Any change in
the ownership or management structure of the Borrowers that has not been
previously approved, in writing, by the Required Lenders in their sole and
absolute discretion.


 


I.                                         Remedies.  An Event of Default hereunder shall
constitute an Event of Default under the Credit Documents.  An Event of Default under any Credit Document
shall constitute an Event of Default under all of the other Loan
Documents.  Upon the Termination Date,
the Lenders’ obligations hereunder shall terminate, all Obligations shall be
deemed accelerated with no further notice or opportunity to cure, and the
Required Lenders may direct the Agent to


 


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exercise any and all of the remedies set forth
herein, in any of the documents executed in connection herewith, in any of the
Credit Documents and/or under applicable law.


 


J.                                        Miscellaneous.


 


1.                                       Costs
and Expenses.  Whether or not the
transactions contemplated by this Agreement and the other documents to be
executed in connection herewith are fully consummated, the Borrowers shall
promptly pay (or reimburse, as the Agent may elect) all reasonable costs and
expenses which the Lenders have incurred or may hereafter incur in connection
with the reproduction, interpretation, and enforcement of this Agreement, the
collection of all amounts due hereunder and thereunder, and any amendment,
modification, consent or waiver which may be hereafter requested by the
Borrowers or otherwise required.  Such
reasonable costs and expenses shall include, without limitation, the reasonable
fees and disbursements of counsel to the Lenders, searches of public records,
costs of filing and recording documents with public offices, and similar costs
and expenses incurred by the Lenders. 
The Borrowers’ reimbursement obligations under this Section shall
survive any termination of the Credit Agreement and this Agreement.


 


2.                                       Ratification
and Confirmation. The Credit Agreement and the other Credit Documents and
all the other documents executed in connection therewith remain in full force
and effect, and the Borrowers and the Lenders hereby ratify and confirm their
rights, duties and obligations under the Credit Agreement, the Security
Agreement and the Credit Documents, as amended hereby, including, without
limitation, any confession of judgment provisions contained therein.  All Obligations presently or hereafter outstanding
under the Credit Documents shall continue to be secured by the Collateral set
forth therein, and this Agreement does not constitute a novation of the
Loans.  In the event and to the extent of
any conflict between the provisions of this Agreement or the documents executed
in connection with this Agreement and the provisions of the Credit Documents,
the provisions of this Agreement and the documents executed in connection with
this Agreement with respect thereto shall govern.


 


3.                                     No
Waiver.  No failure or delay on the
part of the Agent or the Lenders in the exercise of any right, power or remedy
shall operate as a waiver thereof, nor shall any single or partial exercise of
any right, power or remedy preclude any other or further exercise thereof, or
the exercise of any other right, power or remedy.


 


4.                                       Notices.  Any notice given pursuant to this Agreement,
or pursuant to any other Credit Document shall be in writing, including
telexes, telegrams, telecopies or electronic mail.  Notice given by telegrams, telecopies or
other electronic mail, or by telex, shall be deemed to have been given and
received when sent.  Notice given by
overnight mail courier shall be deemed to have been given and received on the
date delivered by such overnight courier. 
Notice by mail shall be deemed to have been given and received three (3)
days after the date deposited, when sent by certified mail, first class,
postage prepaid, and addressed as follows:


 


11

















 


If to
the Borrowers:


 


TRC
Companies, Inc.


Boott
Mills South


116
John Street


Lowell,
MA 01852


Attn:  Christopher Vincze, CEO


Telephone
Number: 978-656-3530


Telecopy
Number: 978-656-3534


Email:  CVincze@trcsolutions.com


 


and




21
Griffin Road North


Windsor,
CT 06095


Attn:  Harold C. Elston, Jr., SVP and CFO


Martin
H. Dodd, Esquire, General Counsel & SVP


Telephone
Number: 860 -298-6206


Telecopy
Number: 860-298-6291


Email:
HElston@trcsolutions.com; MDodd@trcsolutions.com


 


with a
copy to:


 


Paul,
Hastings, Janofsky & Walker LLP


75
East 55th Street


New
York, NY 10022-3205


Attn:  Leslie A. Plaskon, Esquire


Telephone
Number: 212 -318-6421


Telecopy
Number:  212-230-5137


Email:
leslieplaskon@paulhastings.com


 


If to the Lenders (via the Agent):


 


WACHOVIA BANK NATIONAL ASSOCIATION


123 S. Broad Street


17th Floor, PA1246


Philadelphia, PA 19109-1199


Attn:  Patrick
McGovern, Sr. Vice President


Telephone Number: 215-670-6620


Telecopy Number: 
215-670-6645


Email: patrick.mcgovern@wachovia.com


 


12

















 


With a copy to:


 


REED SMITH LLP


2500 One Liberty Place


1650 Market Street


Philadelphia, PA 19103-7301


Attention:  Peter
S. Clark II, Esquire


Telephone Number: 215-851-8100


Telecopy Number: 
215-851-1420


Email: pclark@reedsmith.com


 


A party may change its address by giving written notice
of the changed address to the other party, as specified herein.


 


5.                                       Headings.  The headings and underscoring of articles,
sections and clauses have been included herein for convenience only and shall
not be considered in interpreting this Agreement.


 


6.                                       Integration.  This Agreement and the documents referred to,
comprising or relating to this Agreement constitute the sole agreement of the
parties with respect to the subject matter hereof and thereof and supersede all
oral negotiations and prior writings with respect to the subject matter hereof
and thereof.


 


7.                                       Further
Actions.  The Agent, the Lenders and
the Borrowers agree to take such further action to execute and deliver to each
other such additional agreements, instruments and documents as may reasonably
be required to carry out the purposes of this Agreement.


 


8.                                       Governing
Law.  This Agreement shall be
governed and construed in accordance with the laws of the State of New Jersey.


 


9.                                       Amendment
and Waiver.  No amendment of this
Agreement, and no waiver, discharge or termination of any one or more of the
provisions hereof, shall be effective unless set forth in writing and signed by
all of the parties hereto or, with respect to the Lenders, the Required Lenders
if applicable.


 


10.                                 Successors
and Assigns.  This Agreement
(i) shall be binding upon the Agent, the Lenders and the Borrowers, and
upon their respective nominees, successors and assigns, and (ii) shall
inure to the benefit of the Agent, the Lenders and the Borrowers, and to their
respective nominees, successors and assigns, provided that the parties may
assign their rights hereunder or any interest herein only to the extent such
rights and interests may be assigned in accordance with the terms of the Credit
Agreement


 


11.                                 Severability
of Provisions.  Any provision of this
Agreement that is held to be inoperative, unenforceable, void or invalid in any
jurisdiction shall, as to that jurisdiction, be ineffective, unenforceable,
void or invalid without affecting the remaining provisions in that jurisdiction
or the operation, enforceability or validity of that provision in any other
jurisdiction, and to this end the provisions of this Agreement are declared to
be severable.


 


13

















 


12.                                 No
Third-Party Beneficiaries.  Notwithstanding
anything to the contrary contained herein, no provision of this Agreement or
any other document executed in connection herewith is intended to benefit any
party other than the signatories hereto nor shall any such provision be
enforceable by any other party.


 


13.                                 Counterparts.  This Agreement may be executed in any number
of counterparts and by the different parties on separate counterparts.  Each such counterpart shall be deemed to be
an original, but all such counterparts shall together constitute one and the
same Agreement.


 


[REMAINDER
OF PAGE LEFT INTENTIONALLY BLANK]


 


14

















 


IN WITNESS WHEREOF, and agreeing to be legally bound
hereby, the undersigned have caused this Agreement to be executed by their duly
authorized officers on the date and year first written above.


 


 


	
  TRC COMPANIES, INC.

  	
  TRC ENVIRONMENTAL

  CORPORATION

  
	
   

  	
   

  
	
  By:

  	
  /s/ Christopher P. Vincze

  	
   

  	
  By: 

  	
  /s/ Martin H. Dodd

  	
   

  
	
   

  	
  Name: Christopher P.
  Vincze  

  	
   

  	
  Name: Martin H. Dodd

  
	
   

  	
  Title: Chief Executive
  Officer

  	
   

  	
  Title: Senior Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
  TRC ENGINEERS, INC.

  	
  TRC GARROW ASSOCIATES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Martin H. Dodd 

  	
   

  	
  By: 

  	
  /s/ Martin H. Dodd 

  	
   

  
	
   

  	
  Name: Martin H. Dodd
  

  	
   

  	
  Name: Martin H. Dodd
  

  
	
   

  	
  Title: Vice President and
  Secretary

  	
   

  	
  Title: Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
  TRC MARIAH ASSOCIATES, INC.

  	
  VECTRE CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Martin H. Dodd 

  	
   

  	
  By:

  	
  /s/ Martin H. Dodd 

  	
   

  
	
   

  	
  Name: Martin H. Dodd
  

  	
   

  	
  Name: Martin H. Dodd
  

  
	
   

  	
  Title: Vice President and
  Secretary

  	
   

  	
  Title: Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
  TRC SOLUTIONS, INC.

  	
  LOWNEY ASSOCIATES

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Martin H. Dodd 

  	
   

  	
  By:

  	
  /s/ Martin H. Dodd 

  	
   

  
	
   

  	
  Name: Martin H. Dodd
  

  	
   

  	
  Name: Martin H. Dodd
  

  
	
   

  	
  Title: Assistant Secretary

  	
   

  	
  Title: Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
  HUNTER ASSOCIATES TEXAS, LTD.

  	
  IMBSEN & ASSOCIATES

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Martin H. Dodd 

  	
   

  	
  By:

  	
  /s/ Martin H. Dodd

  	
   

  
	
   

  	
  Name: Martin H. Dodd
  

  	
   

  	
  Name: Martin H. Dodd

  
	
   

  	
  Title: Secretary

  	
   

  	
  Title: Secretary

  
															



 


15

















 


	
  ENGINEERED AUTOMATION

  	
  GBF HOLDINGS LLC

  
	
  SYSTEMS, INCORPORATED

  	
  By:

  	
  TRC Companies, Inc.,

  
	
   

  	
   

  	
  Its Managing Member

  
	
  By:

  	
  /s/ Martin H. Dodd

  	
   

  	
   

  	
   

  
	
   

  	
  Name: Martin H. Dodd
  

  	
  By:

  	
  /s/ Martin H. Dodd 

  	
   

  
	
   

  	
  Title: Secretary

  	
   

  	
  Name: Martin H. Dodd
  

  
	
   

  	
   

  	
   

  	
  Title: Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
  PBWO HOLDINGS, LLC

  	
  SITE-BLAUVELT ENGINEERS, INC.

  
	
   

  	
  (Virginia)

  
	
   

  	
   

  
	
  By:

  	
  /s/ Martin H. Dodd

  	
   

  	
  By:

  	
  /s/ Martin H. Dodd

  	
   

  
	
   

  	
  Name: Martin H. Dodd

  	
   

  	
  Name: Martin H. Dodd
  

  
	
   

  	
  Title: Secretary

  	
   

  	
  Title: Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
  HUNTER ASSOCIATES, INC.

  	
  SITE-BLAUVELT ENGINEERS, INC.

  
	
   

  	
  (New Jersey)

  
	
   

  	
   

  
	
  By:

  	
  /s/ Martin H. Dodd 

  	
   

  	
  By:

  	
  /s/ Martin H. Dodd 

  	
   

  
	
   

  	
  Name: Martin H. Dodd
  

  	
   

  	
  Name: Martin H. Dodd
  

  
	
   

  	
  Title: Secretary

  	
   

  	
  Title: Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
  E/PRO ENGINEERING AND

  ENVIRONMENTAL CONSULTING, LLC

  	
  ESSEX ENVIRONMENTAL, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Martin H. Dodd 

  	
   

  
	
  By:

  	
  /s/ Martin H. Dodd

  	
   

  	
   

  	
  Name: Martin H. Dodd
  

  
	
   

  	
  Name: Martin H. Dodd

  	
   

  	
  Title: Secretary

  
	
   

  	
  Title: Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  NEW CENTURY ENGINEERING

  	
  NOVAK ENGINEERING, INC.

  
	
  SUPPORT SERVICES, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Martin H. Dodd

  	
   

  	
  By:

  	
  /s/ Martin H. Dodd 

  	
   

  
	
   

  	
  Name: Martin H. Dodd

  	
   

  	
  Name: Martin H. Dodd
  

  
	
   

  	
  Title: Secretary

  	
   

  	
  Title: Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
  SITE CONSTRUCTION SERVICES,
  INC.   

  	
  BV ENGINEERING

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Martin H. Dodd

  	
   

  	
  By: 

  	
  /s/ Martin H. Dodd 

  	
   

  
	
   

  	
  Name: Martin H. Dodd

  	
   

  	
  Name: Martin H. Dodd
  

  
	
   

  	
  Title: Secretary

  	
   

  	
  Title: Secretary

  
																	



 


16

















 


	
  SITE-BLAUVELT ENGINEERS, INC.   

  	
  TRC RAVIV ASSOCIATES, INC.

  
	
  (New York)

  	
   

  
	
   

  	
   

  
	
  By:

  	
   /s/ Martin H. Dodd

  	
   

  	
  By:

  	
   /s/ Martin H. Dodd 

  	
   

  
	
   

  	
  Name: Martin H. Dodd
  

  	
   

  	
  Name: Martin H. Dodd
  

  
	
   

  	
  Title: Secretary

  	
   

  	
  Title: Secretary

  
	
   

  	
   

  
	
  CUBIX CORPORATION

  	
  EAST CANYON HOLDINGS LLC

  
	
   

  	
  By:

  	
  TRC Companies, Inc.,

  
	
   

  	
   

  	
  Its Managing Member

  
	
  By:

  	
   /s/
  Martin H. Dodd 

  	
   

  	
   

  
	
   

  	
  Name: Martin H. Dodd
  

  	
   

  
	
   

  	
  Title: Secretary

  	
  By:

  	
  /s/ Martin H. Dodd 

  	
   

  
	
   

  	
   

  	
  Name: Martin H. Dodd
  

  
	
   

  	
   

  	
  Title: Secretary

  
	
   

  	
   

  
	
  SGS WITTER, INC.

  	
  SITE-BLAUVELT ENGINEERS

  INTERNATIONAL, LLC 

  
	
   

  	
   

  
	
  By:

  	
  /s/ Martin H. Dodd 

  	
   

  	
   

  
	
   

  	
  Name: Martin H. Dodd
  

  	
  By:

  	
  /s/ Martin H. Dodd 

  	
   

  
	
   

  	
  Title: Secretary

  	
   

  	
  Name: Martin H. Dodd
  

  
	
   

  	
   

  	
  Title: Secretary

  
	
   

  	
   

  
	
  ENVIRONOMICS, INC.

  	
  ENVIRONOMICS TX, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Martin H. Dodd 

  	
   

  	
  By

  	
  /s/ Martin H. Dodd 

  	
   

  
	
   

  	
  Name: Martin H. Dodd
  

  	
   

  	
  Name: Martin H. Dodd
  

  
	
   

  	
  Title: Secretary

  	
   

  	
  Title: Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
  PACIFIC LAND DESIGN, INC. 

  	
  VPOINT 

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Martin H Dodd

  	
   

  	
  By:

  	
  /s/ Martin H. Dodd 

  	
   

  
	
   

  	
  Name: Martin H. Dodd
  

  	
   

  	
  Name: Martin H. Dodd
  

  
	
   

  	
  Title: Secretary

  	
   

  	
  Title: Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
  ENVIRONOMICS SOUTHWEST, LLC

  	
  ENVIRONOMICS WEST, LLC

  
	
  By:

  	
  TRC Companies, Inc.,

  	
   

  
	
   

  	
  Its Managing Member

  	
   

  
	
   

  	
  By:

  	
  /s/ Martin H. Dodd 

  	
   

  
	
  By:

  	
  /s/ Martin H. Dodd

  	
   

  	
   

  	
  Name: Martin H. Dodd
  

  
	
   

  	
  Name: Martin H. Dodd

  	
   

  	
  Title: Secretary

  
	
   

  	
  Title: Secretary

  	
   

  
													



 


17

















 


	
  PACIFIC LAND DESIGN-

  ROSEVILLE, INC.  

  	
  WILLIS ENGINEERING, INC. 

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Martin H. Dodd

  	
   

  
	
  By:

  	
  /s/ Martin H. Dodd

  	
   

  	
   

  	
  Name: Martin H. Dodd
  

  
	
   

  	
  Name: Martin H. Dodd
  

  	
   

  	
  Title: Secretary

  
	
   

  	
  Title: Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ECON CAPITAL, LP

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Martin H. Dodd

  	
   

  	
   

  
	
   

  	
  Name: Martin H Dodd

  	
   

  
	
   

  	
  Title: Assistant Secretary

  	
   

  
									



 


18

















 


	
   

  	
  THE AGENT:

  
	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, NATIONAL
  ASSOCIATION

  (formerly known as First Union National Bank),  

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick McGovern 

  	
   

  
	
   

  	
  Name: Patrick McGovern

  
	
   

  	
  Title: Senior Vice
  President

  
	
   

  	
   

  
	
   

  	
  THE LENDERS:

  
	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, NATIONAL
  ASSOCIATION

  (formerly known as First Union National Bank),

  Individually

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick McGovern

  	
   

  
	
   

  	
  Name: Patrick McGovern

  
	
   

  	
  Title: Senior Vice
  President

  
	
   

  	
   

  
	
   

  	
  MERRILL LYNCH BUSINESS

  FINANCIAL SERVICES, INC. 
  

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edmond J. Blough

  	
   

  
	
   

  	
  Name: Edmond J. Blough

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  TD BANKNORTH, N.A.  

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey R. Westling

  	
   

  
	
   

  	
  Name: Jeffrey R. Westling

  
	
   

  	
  Title: Senior Vice
  President

  
	
   

  	
   

  
	
   

  	
  UNION BANK OF CALIFORNIA, N.A.  

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard P. DeGrey

  	
   

  
	
   

  	
  Name: Richard P. DeGrey

  
	
   

  	
  Title: Vice President

  



 


19

















 


EXHIBIT A


SECOND FORBEARANCE AGREEMENT AND


GLOBAL AMENDMENT AGREEMENT


 


JOINT VENTURES


 


20