Exhibit 10.1


 


Wachovia Bank, N.A.


Special Assets Management


PA1246


123 South Broad Street


7th Floor


Philadelphia, PA 19109


 


February 15, 2006


 


VIA
ELECTRONIC MAIL


 


TRC Companies, Inc.


Boot Mills South


116 John Street


Lowell, MA 01852


Attn:  Chris Vincze, CEO


Telephone Number: 978-656-3530


Telecopy Number: 978-656-3534


Email:  CVincze@trcsolutions.com


 


Re:                             Second
Forbearance Agreement And Global Amendment To Credit Documents dated as of January 24,
2006 between Wachovia Bank, National Association, as Agent, the Lenders and TRC
Companies, Inc. and the Subsidiaries (the “Forbearance Agreement”)


 


Dear Mr. Vincze:


 


Please
refer to the Forbearance Agreement. 
Capitalized terms not otherwise defined herein shall have the meanings
ascribed thereto in the Forbearance Agreement.


 


The Borrowers have been
unable to deliver certain financial projections to the Lenders upon which the
Agent and the Lenders can establish financial covenants as required by ¶ E.13
of the Forbearance Agreement.  The Borrowers
have requested, and the Agent and the Lenders have agreed, upon the conditions
set forth in this Amendment Letter, to amend certain provisions of the
Forbearance Agreement as provided herein as follows:


 


1.             Paragraph
E. 7. of the Forbearance Agreement is amended (i) deleting the word “and”
at the end of subparagraph (c) thereof; (ii) deleting the period at
the end of subparagraph (d) and replacing it with a semicolon followed by
the word “and”; and (iii) inserting a new subparagraph (e) to read as
follows:


 


e.             Upon
any private investment in public equity, issuance of class of equity or making
any capital contribution (each, an “Equity Raise”) by the Borrowers, the
Borrowers shall remit 100% of the proceeds received on account of such Equity
Raise (less any normal and actual fees, expenses and taxes incurred and
directly payable as a result of such Equity Raise) to the Agent for the payment
to the Lenders which shall be applied to the unpaid principal balance of


 

















 


the Loans and, upon such payment, the Applicable Percentage of the
proceeds of such Equity Raise so received shall permanently reduce the Maximum
Available Revolving Credit Amount.  For
purposes of this subparagraph, “Applicable Percentage” shall mean: (i) 60%
on or before March 31, 2006; and (ii) 70% after March 31, 2006.


 


2.             Paragraph
E.11 of the Forbearance Agreement is amended by: (a) replacing the date “March 15,
2006” with the phrase “the earlier of (i) 14 calendar days after the
Borrowers receive final approval of their accounting treatment of certain Exit
Strategy Contract revenues from an independent public accounting firm, or (ii) March 31,
2006”; and (b) replacing the date “March 31, 2006” with the phrase “the
earlier of (i) 14 calendar days after the Borrowers file their Form 10K
for Fiscal Year End 2005 with the SEC, or (ii) April 15, 2006.”


 


3.             Paragraph
E.13 of the Forbearance Agreement is amended by replacing the date “February 15,
2006” with the phrase “ the earlier of (i) five (5) calendar days
after the Borrowers receive final approval of their accounting treatment of
certain Exit Strategy Contract revenues from an independent public accounting
firm; or (ii) March 15, 2006”.


 


In consideration for the Lenders’ agreement
to the amendments provided herein, the Borrowers shall pay to the Agent a fee
(for the benefit of the Lenders executing this Amendment Letter) (i) in
the amount of $25,000.00 to be distributed to the said Lenders in accordance
with their Pro Rata Share which shall be fully earned and paid on the date of
execution of this Letter Amendment; and (ii) in the amount of $50,000.00
to be distributed to the said Lenders in accordance with their Pro Rata Share
which shall be fully earned and paid on March 31, 2006; provided however,
the fee payable pursuant to this clause (ii) shall be waived if, on or
before March 31, 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.


 


All other terms and conditions of the
Forbearance Agreement remain in full force and effect.


 


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


 


2

















 


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 Amendment
Letter, 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.


 


This Amendment Letter shall bind and inure to
the benefit of the respective successors and assigns of each of the parties,
including all Lenders that are successors or assignees thereof.


 


This Amendment Letter and the Forbearance
Agreement reflects the entire understanding of the parties with respect to the
transactions contemplated hereby and shall not be contradicted or qualified by
any other agreement, oral or written, before the date hereof.  No amendment or waiver of any provision of
this Amendment Letter or the Forbearance Agreement shall in any event be
effective unless the same shall be in writing and signed by each party hereto
(or with respect the Lenders, the Required Lenders if applicable), and then
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given.


 


This Amendment Letter shall be construed
under and governed by the internal laws of the State of New Jersey and may be
executed in any number of counterparts and by different parties on separate
counterparts.  Each of such counterparts
shall be deemed to be an original, and all of such counterparts, taken
together, shall constitute but one and the same agreement.


 


 


[REMAINDER
OF PAGE LEFT INTENTIONALLY BLANK]


 


3

















 


Delivery of an executed counterpart of this
Amendment Letter by telecopy shall be equally effective as delivery of a
manually executed counterpart.


 


Very
truly yours,


 


WACHOVIA BANK, NATIONAL
ASSOCIATION, as Agent


 


	
  /s/

  	
  Patrick McGovern

  	
   

  
	
   

  	
  Patrick McGovern

  
	
   

  	
  Senior Vice President

  



 


SIGNATURES ON FOLLOWING PAGE


 


4

















 


	
  AGREED
  TO AND ACKNOWLEDGED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TRC COMPANIES, INC.

  	
   

  	
  TRC ENVIRONMENTAL

  CORPORATION

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/

  	
  Martin H. Dodd

  	
   

  	
   

  	
  By:

  	
  /s/

  	
  Martin H. Dodd

  	
   

  
	
  Name:

  	
  Martin H. Dodd

  	
   

  	
  Name:

  	
  Martin H. Dodd

  
	
  Title:

  	
  Senior Vice President

  	
   

  	
  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

  



 


5

















 


	
  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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  



 


6

















 


	
  E/PRO ENGINEERING AND

  	
   

  	
  ESSEX ENVIRONMENTAL, INC.

  
	
  ENVIRONMENTAL CONSULTING, LLC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  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

  



 


7

















 


	
  CUBIX CORPORATION

  	
   

  	
  EAST CANYON HOLDINGS LLC

  
	
   

  	
   

  	
  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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  



 


8

















 


	
  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

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  PACIFIC LAND DESIGN-

  	
   

  	
  WILLS ENGINEERING, INC.

  
	
  ROSEVILLE, 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

  	
   

  	
   

  	
   

  



 


 [LENDERS’ SIGNATURES ON THE FOLLOWING PAGE]


 


9

















 


AGREED TO
AND ACKNOWLEDGED:


 


	
  WACHOVIA BANK, NATIONAL

  	
  MERRILL LYNCH BUSINESS

  
	
  ASSOCIATION

  	
   

  	
  FINANCIAL SERVICES, INC.

  
	
  (formerly known as First Union National

  	
   

  	
   

  
	
  Bank), Individually as Lender

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/

  	
  Edmund J. Blough

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Edmund J. Blough

  	
   

  
	
  By:

  	
  /s/

  	
  Patrick McGovern

  	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
  Name:

  	
  Patrick McGovern

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Senior Vice President

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TD BANKNORTH, N.A.

  	
   

  	
  ABELCO FINANCE LLC (assignee of

  
	
   

  	
   

  	
  Union Bank Of California, N.A.)

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/

  	
  Jeffrey R. Westling

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Jeffrey R. Westling

  	
   

  	
   

  	
  By:

  	
  /s/

  	
  Kevin Genda

  	
   

  
	
  Title:

  	
  Senior Vice President

  	
   

  	
  Name:

  	
  Kevin Genda

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
											



 


10