Exhibit 10.1


 


PURCHASE
AGREEMENT


 


This Purchase Agreement
(this “Agreement”) is dated as of March 6,
2006 among TRC Companies, Inc., a Delaware corporation (the “Company”), and the purchasers identified on
the signature pages hereto (each a “Purchaser”
and collectively the “Purchasers”).


 


WHEREAS, subject to the
terms and conditions set forth in this Agreement and pursuant to Section 4(2) of
the Securities Act of 1933, as amended (the “Securities
Act”), and Rule 506 promulgated thereunder, the Company desires
to issue and sell to the Purchasers, and the Purchasers, severally and not
jointly, desire to purchase from the Company, common stock of the Company as
more fully described in this Agreement.


 


NOW, THEREFORE, IN
CONSIDERATION of the mutual covenants contained in this Agreement, and for
other good and valuable consideration the receipt and adequacy of which are
hereby acknowledged, the Company and the Purchasers agree as follows:


 


ARTICLE I

DEFINITIONS


 


1.1                                 Definitions.
In addition to the terms defined elsewhere in this Agreement, the following
terms have the meanings indicated:


 


“Affiliate” means any Person that, directly
or indirectly through one or more intermediaries, controls or is controlled by
or is under common control with a Person, as such terms are used in and
construed under Rule 144. With respect to a Purchaser, any investment fund
or managed account that is managed on a discretionary basis by the same
investment manager as such Purchaser will be deemed to be an Affiliate of such
Purchaser.


 


“Closing” means the closing of the purchase
and sale of the Shares pursuant to Section 2.1.


 


“Closing Date” means the date of the
Closing.


 


“Commission” means the Securities and
Exchange Commission.


 


“Common Stock” means the common stock of the
Company, par value $0.10 per share.


 


“Company Counsel” means Paul, Hastings,
Janofsky & Walker LLP.


 


“Exchange Act” means the Securities Exchange
Act of 1934, as amended.


 


“Legal Requirement” means any federal,
state, local, municipal, foreign, international, multinational or other law,
rule, regulation, order, judgment, decree, ordinance, policy or directive,
including those entered, issued, made, rendered or required by any court,
administrative or other governmental body, agency or authority, or any
arbitrator applicable to the Company.


 


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“Person” means an individual or corporation,
partnership, trust, incorporated or unincorporated association, joint venture,
limited liability company, joint stock company, government (or an agency or
subdivision thereof) or other entity of any kind.


 


“Purchase
Price” means $9.25.


 


“Registration Rights Agreement” means the
Registration Rights Agreement, dated as of the date of this Agreement, among
the Company and the Purchasers, in the form of Exhibit B
hereto.


 


“Rule 144” means Rule 144
promulgated by the Commission pursuant to the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such Rule.


 


“Securities Act” means the Securities Act of
1933, as amended.


 


“Shares” means the shares of Common Stock
which are being purchased by and issued to the Purchasers pursuant to this
Agreement.


 


“Subsidiary” means any subsidiary of the
Company that would be required to be listed on Exhibit 21 to the Company’s
Annual Report on Form 10-K.


 


“Trading Day” means (a) any day on
which the Common Stock is traded on its primary Trading Market, or (b) if
the Common Stock is not then listed or quoted on any national securities
exchange, market or trading or quotation facility, then a day on which trading
occurs on the New York Stock Exchange (or any successor thereto).


 


“Trading Market” means New York Stock
Exchange or any other national securities exchange, market or trading or
quotation facility on which the Common Stock is then listed or quoted.


 


“Transaction Documents” means this
Agreement, the Shares, the Registration Rights Agreement, and any other
documents or agreements executed in connection with the transactions
contemplated hereunder.


 


ARTICLE II

PURCHASE AND SALE


 


2.1                                 Closing.
Subject to the terms and conditions set forth in this Agreement, at the Closing
the Company shall issue and sell to the Purchasers, and each Purchaser shall, severally
and not jointly, purchase from the Company the Shares set forth next to such
Purchaser’s names on the investor allocation table attached hereto as Exhibit A
(the “Investor Allocation Table”).
The Closing shall take place via facsimile immediately following the
satisfaction or waiver of the conditions set forth in Article V of this
Agreement, or at such other location or time as the parties may agree;
provided that original certificates representing the Shares shall be delivered
via overnight carrier to the Purchasers.


 


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2.2                                 Closing
Deliveries.


 


(a)  At
the Closing, the Company shall deliver or cause to be delivered to each
Purchaser, the following:


 


(i)                                     one
or more stock certificates evidencing the number of Shares indicated next to
such Purchaser’s name in the Investor Allocation Table, registered in the name
of such Purchaser;


 


(ii)                                  the
legal opinion of Company Counsel, in the form of Exhibit C
hereto, executed by such counsel and delivered to the Purchasers (the “Company Counsel Opinion”); and


 


(iii)                               a
Registration Rights Agreement duly executed by the Company.


 


(b)  At
the Closing, each Purchaser shall deliver or cause to be delivered to the
Company, the following:


 


(i)                                     an
amount equal to the product of the number of Shares indicated next to such
Purchaser’s name on the Investor Allocation Table multiplied by the Purchase
Price; and


 


(ii)                                  a
Registration Rights Agreement duly executed by such Purchaser.


 


ARTICLE III

REPRESENTATIONS AND WARRANTIES


 


3.1                                 Representations
and Warranties of the Company. The Company hereby makes the following
representations and warranties to the Purchasers:


 


(a)  (i)  Except
as disclosed on Schedule 3.1(a)(i), July 1, 2004, the Company has
timely filed all reports, schedules, forms, statements and other documents
required to be filed by it with the Commission pursuant to the reporting
requirements of the Securities Act and the Exchange Act (all of the foregoing
filed prior to the date hereof and all exhibits included therein and financial
statements and schedules thereto and documents (other than exhibits to such
documents) incorporated by reference therein, being hereinafter referred to
herein as the (“SEC Documents”),
or has timely filed for a valid extension of such time of filing and has filed
any such SEC Documents prior to the expiration of any such extension. Except as
disclosed on Schedule 3.1(a)(i) or as described in the Current Report
on Form 8-K filed by the Company on February 2, 2006, as of their
respective dates, the SEC Documents complied in all material respects with the
requirements of the Securities Act and the Exchange Act and the rules and
regulations of the SEC promulgated thereunder applicable to the SEC Documents,
and none of the SEC Documents, at the time they were filed with the Commission,
contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading.


 


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(ii)                                  Except
as disclosed on Schedule 3.1(a)(ii) or as described in the Current
Report on Form 8-K filed by the Company on February 2, 2006, as of
their respective dates, the financial statements of the Company included in the
SEC Documents complied as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the
Commission with respect thereto. Such financial statements have been prepared
in accordance with United States generally accepted accounting principles,
consistently applied (“GAAP”),
during the periods involved (except (i) as may be otherwise indicated
in such financial statements or the notes thereto, or (ii) in the case of
unaudited interim statements, to the extent they may not include
footnotes, normal year-end adjustments or may be condensed or summary
statements) and fairly present in all material respects the consolidated
financial position of the Company and its consolidated Subsidiaries as of the
dates thereof and the consolidated results of their operations and cash flows
for the periods then ended (subject, in the case of unaudited statements, to
normal year-end audit adjustments). Except as set forth in the financial
statements of the Company included in the SEC Documents or on Schedule 3.1(a)(ii),
the Company has no liabilities, contingent or otherwise, which individually
have had or could reasonably be expected to result in a Material Adverse
Effect, other than (i) liabilities incurred in the ordinary course of
business subsequent to June 30, 2004, and (ii) obligations under
contracts and commitments incurred in the ordinary course of business and not
required under generally accepted accounting principles to be reflected in such
financial statements.


 


(iii)                               The
Company has established and maintains disclosure controls and procedures (as
such term is defined in Rule 13a-15(e) under the Exchange Act). Such
disclosure controls and procedures:  (A) are
designed to ensure that material information relating to the Company and its
Subsidiaries is made known the Company’s principal executive officer and its principal
financial officer by others within those entities, particularly during the
periods in which the Company’s reports and filings under the Exchange Act are
being prepared, (B) have been evaluated for effectiveness as of the end of
the most recent annual period reported to the Commission, and (C) except
as set forth on Schedule 3.1(a)(iii), are effective to perform the
functions for which they were established.


 


(b)  Schedule 3.1(b) includes
a list of all Subsidiaries of the Company. Each of the Company and the
Subsidiaries is an entity duly incorporated or otherwise organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation or organization (as applicable), with the requisite power and
authority to own and use its properties and assets and to carry on its business
as currently conducted. Neither the Company nor any Subsidiary is in violation
of any of the provisions of its respective certificate or articles of
incorporation, bylaws or other organizational or charter documents. Each of the
Company and the Subsidiaries is duly qualified to conduct business and is in
good standing as a foreign corporation or other entity in each jurisdiction in
which the nature of the business conducted or property owned by it makes such
qualification necessary, except where the failure to be so qualified or in good
standing, as the case may be, could not, individually or in the aggregate:
(i) adversely affect the legality, validity or enforceability of any
Transaction Document, (ii) have or reasonably be expected to result in a
material adverse effect on the results of operations, assets, prospects,
business or condition (financial or otherwise) of the Company and the
Subsidiaries, taken as a whole, or (iii) adversely impair the Company’s
ability to perform fully on a timely


 


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basis its obligations
under any of the Transaction Documents (any of (i), (ii) or (iii), a “Material Adverse Effect”).


 


(c)  The
Company has the requisite corporate power and authority to enter into and to
consummate the transactions contemplated by each of the Transaction Documents
and otherwise to carry out its obligations thereunder. The execution and
delivery of each of the Transaction Documents by the Company and the
consummation by it of the transactions contemplated thereby have been duly
authorized by all necessary corporate action on the part of the Company
and no further action is required by the Company, or its stockholders. Each of
the Transaction Documents has been (or upon delivery at the Closing will be)
duly executed by the Company and, when delivered in accordance with the terms
hereof and assuming the applicable Transaction Documents constitute the legal,
valid and binding agreement of each other party thereto other than the Company,
will constitute the valid and binding obligation of the Company enforceable
against the Company in accordance with its terms.


 


(d)  As
of the date hereof, the authorized capital stock of the Company consists of
30,000,000 shares of Common Stock, of which 14,600,004 shares are issued and
outstanding, and 942,980 shares are held by the Company as treasury shares, and
500,000 shares of preferred stock, $.10 par value, 15,000 of which are
designated as Series A-1 Cumulative Convertible Preferred Stock, and all
of which are issued and outstanding. All of such outstanding shares of Common
Stock are duly authorized, validly issued, fully paid and nonassessable. The
Shares have been duly authorized and when issued pursuant to the terms hereof
will be validly issued, fully paid and nonassessable and will not be subject to
any encumbrances, preemptive rights or any other similar contractual rights of
the stockholders of the Company or any other Person. No shares of capital stock
of the Company are subject to preemptive rights or any other similar rights of
the stockholders of the Company or any other Person or any liens or
encumbrances imposed through the actions or failure to act of the Company. As
of the date hereof, the Company had outstanding options to purchase 2,917,270
shares of Common Stock, as well as options to purchase 412,630 shares of Common
Stock that may be issued, under its Restated
Stock Option Plan. As of the date of this Agreement, except to the extent
described in the preceding sentence and Schedule 3.1(d), (i) there
are no outstanding options, warrants, scrip, rights to subscribe for, puts,
calls, rights of first refusal, agreements, understandings, claims or other
commitments or rights of any character whatsoever relating to, or securities or
rights convertible into or exchangeable for any shares of capital stock of the
Company or any of its Subsidiaries, or arrangements by which the Company or any
of its Subsidiaries is or may become bound to issue additional shares of
capital stock, (ii) there are no agreements or arrangements under which
the Company or any of its Subsidiaries is obligated to register the sale of any
of its or their securities under the Securities Act (except the Registration
Rights Agreement) and (iii) there are no anti-dilution or price adjustment
provisions contained in any security issued by the Company (or in any agreement
providing rights to security holders) that will be triggered by the issuance of
the Shares. Except as may be described in any documents which have been
publicly filed by any of the Company’s stockholders, to the Company’s knowledge,
there are no agreements between the Company’s stockholders with respect to the
voting or transfer of the Company’s capital stock.


 


(e)  The
execution, delivery and performance of the Transaction Documents by the Company
and the consummation by the Company of the transactions


 


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contemplated thereby do
not and will not: (i) conflict with or violate any provision of the
Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws
or other organizational or charter documents, or (ii) subject to obtaining
the Required Approvals (as defined below), conflict with, or constitute a
default (or an event that with notice or lapse of time or both would become a
default) under, or give to any Person any rights of termination, amendment,
acceleration or cancellation (with or without notice, lapse of time or both)
of, any agreement, credit facility, debt or other instrument (evidencing a
Company or Subsidiary debt or otherwise) or other understanding to which the
Company or any Subsidiary is a party or by which any property or asset of the
Company or any Subsidiary is bound or affected, or (iii) result in a
violation of any law, rule, regulation, order, judgment, injunction, decree or
other restriction of any court or governmental authority to which the Company
or a Subsidiary is subject (including federal and state securities laws and
regulations), or by which any property or asset of the Company or a Subsidiary
is bound or affected; except in the case of each of clauses (ii) and
(iii), such as could not, individually or in the aggregate, have or could
reasonably be expected to result in a Material Adverse Effect.


 


(f)  Except
as set forth on Schedule 3.1(f), neither the Company nor any Subsidiary is
required to obtain any consent, waiver, authorization or order of, give any
notice to, or make any filing or registration with, any court or other federal,
state, local or other governmental authority or other Person in connection with
the execution, delivery and performance by the Company of the Transaction
Documents, other than (i) the filing with the Commission of any
registration statement pursuant to the Registration Rights Agreement, (ii) the
application(s) to each Trading Market for the listing of the Shares for trading
thereon in the time and manner required thereby and (iii) applicable Blue
Sky filings (collectively, the “Required
Approvals”).


 


(g)  Except
as set forth on Schedule 3.1(g) there is no action, suit, inquiry,
notice of violation, proceeding or investigation pending or, to the knowledge
of the Company, threatened against or affecting the Company, any Subsidiary or
any of their respective properties before or by any court, arbitrator,
governmental or administrative agency or regulatory authority (federal, state,
county, local or foreign) (collectively, an “Action”)
which: (i) adversely affects or challenges the legality, validity or
enforceability of any of the Transaction Documents or (ii) could, if there
were an unfavorable decision, individually or in the aggregate, have or result
in a Material Adverse Effect.


 


(h)  Assuming
the accuracy of the representations and warranties of the Purchasers set forth
herein, the offer, issuance and sale of the Shares to the Purchasers as
contemplated hereby are exempt from the registration requirements of the
Securities Act. Neither the Company nor any Person acting on the Company’s
behalf has sold or offered to sell or solicited any offer to buy the Shares by
means of any form of general solicitation or advertising. The offer, sale
and issuance of the Common Stock to the Purchasers pursuant to this Agreement
will not be integrated with any other past or current offer, sale and issuance
of the Company’s securities under the Securities Act or any regulations of any
exchange or automated quotation system on which any of the securities of the
Company are listed or designated or for purposes of any stockholder approval
provision applicable to the Company or its securities.


 


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(i)  Except
with respect to the transactions contemplated hereby and by each of the other
Transaction Documents and except as disclosed in the SEC Documents or in Schedule 3.1(i),
since July 1, 2004 (i) the Company and each of its Subsidiaries has
conducted its business only in the ordinary course, consistent with past
practice, and since that date, no changes have occurred which have had or could
reasonably be expected to result in a Material Adverse Effect; and (ii) the
Company has not incurred any liabilities (contingent or otherwise) other than (A) trade
payables, accrued expenses and other liabilities incurred in the ordinary
course of business consistent with past practice and (B) liabilities not
required to be reflected on the Company’s financial statements pursuant to GAAP
or required to be disclosed in filings made with the Commission.


 


(j)                                     The
Company and each of its Subsidiaries owns or possesses the requisite licenses
or rights to use all patents, patent applications, patent rights, inventions,
know-how, trade secrets, copyrights, trademarks, trademark applications,
service marks, service names, trade names and copyrights (“Intellectual Property”) necessary to enable
it to conduct its business as now operated (and, to the Company’s knowledge, as
presently contemplated to be operated in the future); there is no claim or
Action by any Person pertaining to, or proceeding pending, or to the Company’s
knowledge threatened, which challenges the right of the Company or of a
Subsidiary with respect to any Intellectual Property necessary to enable it to
conduct its business as now operated and the Company’s or its Subsidiaries’
current products and processes do not infringe on any Intellectual Property or
other rights held by any Person, except where any such infringement would not
have or could not reasonably be expected to result in a Material Adverse
Effect.


 


(k)                                  The
Company and each of its Subsidiaries has made or filed all federal, state and
foreign income and all other tax returns, reports and declarations required to
be filed by any jurisdiction to which it is subject and has paid all taxes and
other governmental assessments and charges that are material in amount, shown
or determined to be due on such returns, reports and declarations, except those
being contested in good faith by appropriate proceedings and has set aside on
its books provisions reasonably adequate for the payment of all taxes for
periods subsequent to the periods to which such returns, reports or
declarations apply. Except as set forth in Schedule 3.1(k), there are no
unpaid taxes owed by the Company or any of its Subsidiaries claimed to be due
by the taxing authority of any jurisdiction, and the officers of the Company
know of no basis for any such claim. The Company has not executed a waiver with
respect to the statute of limitations relating to the assessment or collection
of any foreign, federal, state or local tax.


 


(l)                                     The
Company and each of its Subsidiaries is in possession of all franchises,
grants, authorizations, licenses, permits, easements, variances, exemptions,
consents, certificates, approvals and orders necessary to own, lease and
operate its properties and to carry on its business as it is now being
conducted (collectively, “Permits”),
except where the failure to have any such Permit has not had or could not
reasonably be expected to result in a Material Adverse Effect, and there is no
Action pending or, to the knowledge of the Company, threatened regarding
suspension or cancellation of any of the Permits. Neither the Company nor any
of its Subsidiaries is in conflict with, or in default or violation of, any of
the Permits, except for any such conflicts, defaults or violations which,
individually or in the aggregate, has not had or could not reasonably be expected
to result in a Material Adverse Effect.


 


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(m)                               Since
July 1, 2004, except as set forth in any SEC Document, no event has
occurred or, to the knowledge of the Company, circumstance exists that (with or
without notice, lapse of time or both): (a) may constitute or result
in a violation by the Company or any of its Subsidiaries, or a failure on the part of
the Company or its Subsidiaries to comply with, any Legal Requirement; or (b) may give
rise to any obligation on the part of the Company or any of its
Subsidiaries to undertake, or to bear all or any portion of the cost of, any
remedial action of any nature in connection with a failure to comply with any
Legal Requirement, except in either case for any event or circumstance that has
not had or could not reasonably be expected to result in a Material Adverse
Effect. Neither the Company nor any of its Subsidiaries has received any notice
or other communication from any regulatory authority or any other Person, nor
does the Company have any knowledge regarding: (x) any actual, alleged,
possible or potential violation of, or failure to comply with, any Legal
Requirement, or (y) any actual, alleged, possible or potential obligation on
the part of the Company or any of its Subsidiaries to undertake, or to
bear all or any portion of the cost of, any remedial action of any nature in
connection with a failure to comply with any Legal Requirement, except in
either case that has not had or could not reasonably be expected to have a
Material Adverse Effect.


 


(n)                                 Except
as set forth on Schedule 3.1 (n), no transaction has occurred between or
among the Company, any of the Subsidiaries and their Affiliates, officers or
directors or any Affiliate or Affiliates of any such officer or director that
is required to have been described under applicable securities laws in its
Exchange Act filings and is not so described in such filings.


 


(o)                                 Except
as set forth on Schedule 3.1(o), the Company is, and has reason to believe
that for the foreseeable future it will continue to be, in compliance with all
applicable rules of the New York Stock Exchange, including all listing and
corporate governance requirements. Except as set forth on Schedule 3.1(o),
the Company has not, at any time since January 1, 2005, received notice
from the New York Stock Exchange that the Company is not in compliance with the
listing or maintenance requirements thereof and to the knowledge of the
Company, no circumstances exist that would be reasonably likely to cause the
Company to fail to be in compliance with the listing or maintenance
requirements of the New York Stock Exchange. The issuance and sale of the
Shares under the Agreement does not contravene the rules and regulations
of the New York Stock Exchange, and no approval of the stockholders of the
Company thereunder is required for the Company to issue the Shares as
contemplated by this Agreement.


 


(p)                                 “Environmental Laws” shall mean,
collectively, all Legal Requirements, including any federal, state, local or
foreign statute, laws, rule, regulation, ordinance, code, policy or rule of
common law or any judicial or administrative interpretation thereof, including
any judicial or administrative order, consent, decree or judgment, relating to
pollution or protection of human health, the environment (including, without
limitation, ambient air, surface water, groundwater, land surface or subsurface
strata) or wildlife, including, without limitation, laws and regulations
relating to the release or threatened release of chemicals, pollutants,
contaminants, wastes, toxic substances, hazardous substances, petroleum or
petroleum products (collectively, “Hazardous
Materials”) or to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport or handling of Hazardous Materials. Except
as set forth on Schedule 3.1(p), (i) the Company and its Subsidiaries
have complied and are in


 


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compliance with all
applicable Environmental Laws; (ii) without limiting the generality of the
foregoing, the Company and its Subsidiaries have obtained, have complied, and
are in compliance with all Permits that are required pursuant to Environmental
Laws for the occupation of their respective facilities and the operation of
their respective businesses; (iii) none of the Company or its Subsidiaries
has received any written notice, report or other information regarding any
actual or alleged violation of Environmental Laws, or any liabilities or
potential liabilities (including fines, penalties, costs and expenses),
including any investigatory, remedial or corrective obligations, relating to
any of them or their respective facilities arising under Environmental Laws,
nor, to the knowledge of the Company is there any factual basis therefor; (iv) there
are no underground storage tanks, polychlorinated biphenyls, urea formaldehyde
or other hazardous substances (other than small quantities of hazardous
substances for use in the ordinary course of the operation of the Company’s and
its Subsidiaries’ respective businesses, which are stored and maintained in
accordance and in compliance with all applicable Environmental Laws), in, on,
over, under or at any real property owned or operated by the Company and/or its
Subsidiaries; (v) there are no conditions existing at any real property
owned or occupied by the Company or any of its Subsidiaries or with respect to
the Company or any of its Subsidiaries that require remedial or corrective
action, removal, monitoring or closure pursuant to the Environmental Laws and (vi) to
the knowledge of the Company, neither the Company nor any of its Subsidiaries
has contractually, by operation of law, or otherwise amended or succeeded to
any liabilities arising under any Environmental Laws of any predecessors or any
other Person.


 


(q)                                 Except
as set forth on Schedule 3.1(q), or for any lien for current taxes not yet
due and payable or which are being contested in good faith and by appropriate
proceedings, the Company and its Subsidiaries have good and marketable title to
all real property and all personal property owned by them. Any leases of real
property and facilities of the Company and its Subsidiaries are valid and
effective in accordance with their respective terms.


 


(r)                                    The
Company is not, and upon the issuance and sale of the Shares as contemplated by
this Agreement will not be, an “investment company” as defined under the
Investment Company Act of 1940 (“Investment
Company”). The Company is not controlled by an Investment Company. The
Company is not a United States real property holding company, as defined under
the Internal Revenue Code of 1986, as amended.


 


(s)                                  The
Company has taken no action which would give rise to any claim by any Person
for brokerage commissions, transaction fees or similar payments relating to
this Agreement or the transactions contemplated hereby.


 


(t)                                    The
Common Stock is registered pursuant to Section 12(g) of the Exchange
Act, and the Company has taken no action designed to, or which, to the
knowledge of the Company, is likely to have the effect of, terminating the
registration of the Common Stock under the Exchange Act.


 


(u)                                 Except
as set forth on Schedule 3.1(u), the Company and its Subsidiaries have
insurance policies in full force and effect of a type, covering such risks and
in such amounts, and having such deductibles and exclusions as are customary
for conducting businesses and owing assets similar in nature and scope to those
of the Company and its


 


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Subsidiaries. The amounts
of all such insurance policies and the risks covered thereby are in accordance
in all material respects with all material contracts and agreements to which
the Company and/or its Subsidiaries is a party and with all applicable Legal
Requirements. With respect to each such insurance policy:  (i) the policy is valid, outstanding and
enforceable in accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws in effect that limit creditors’ rights generally, equitable
limitations on the availability of specific remedies and principles of equity
(regardless of whether such enforcement is considered in a proceeding in law or
in equity); (ii) neither the Company nor any of its Subsidiaries is in
breach or default with respect to its obligations thereunder in any material
respect; and (iii) no party to the policy has repudiated, or given notice
of an intent to repudiate, any provision thereof.


 


(v)                                 The
Company understands and confirms that the Purchasers will rely on the
representations and covenants of the Company contained herein in effecting the
transactions contemplated by this Agreement and the other Transaction Documents.
All representations and warranties provided to the Purchasers including the
disclosures in the Company’s Disclosure Schedules attached hereto furnished by
or on behalf of the Company, taken as a whole are true and correct and do not
contain any untrue statement of material fact or omit to state any material
fact necessary in order to make the statements made therein, in the light of
the circumstances under which they were made, not misleading. No event or
circumstance has occurred or information exists with respect to the Company or
its Subsidiaries or its or their businesses, properties, prospects, operations
or financial conditions, which, under applicable law, rule or regulation,
requires public disclosure or announcement by the Company but which has not
been so publicly announced or disclosed.


 


3.2                                 Representations
and Warranties of the Purchasers. Each Purchaser hereby, for itself and for
no other Purchaser, represents and warrants to the Company as follows:


 


(a)                                  If
such Purchaser is an entity, such Purchaser is an entity duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization with the requisite corporate or partnership power and authority to
enter into and to consummate the transactions contemplated by the Transaction
Documents and otherwise to carry out its obligations thereunder. If such
Purchaser is an entity, the purchase by such Purchaser of the Shares hereunder
has been duly authorized by all necessary action on the part of such
Purchaser. Each of this Agreement and the Registration Rights Agreement has
been (or upon delivery will be) duly executed by such Purchaser, and when
delivered by such Purchaser in accordance with the terms hereof and assuming
the applicable Transaction Documents constitute the legal, valid and binding agreement
of the Company, will constitute the valid and legally binding obligation of
such Purchaser, enforceable against it in accordance with its terms except as
limited by (i) applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws that affect creditors’ rights generally; (ii) equitable
limitations on the availability of specific remedies; and (iii) principles
of equity. If such Purchaser is a natural person, such Purchaser is of a legal
age and capable to enter into and execute this Agreement and the Registration
Rights Agreement.


 


(b)                                 Such
Purchaser is acquiring the Shares as principal for its own account for
investment purposes only and not with a view to or for distributing or
reselling such Shares


 


10

















 


or any part thereof,
without prejudice, however, to such Purchaser’s right, subject to the
provisions of this Agreement and the Registration Rights Agreement at all times
to sell or otherwise dispose of all or any part of such Shares pursuant to
an effective registration statement under the Securities Act or under an
exemption from such registration and in compliance with applicable federal and
state securities laws. Such Purchaser is acquiring the Shares hereunder in the
ordinary course of its business. Such Purchaser does not have any agreement or
understanding, directly or indirectly, with any Person to distribute any of the
Shares.


 


(c)                                  At
the time such Purchaser was offered the Shares, it was, and at the date hereof
it is, an “accredited investor” as defined in Rule 501(a) under the
Securities Act. Such Purchaser has not been formed solely for the purpose of
acquiring the Shares.


 


(d)                                 Such
Purchaser, either alone or together with its representatives, has such
knowledge, sophistication and experience in business and financial matters so
as to be capable of evaluating the merits and risks of the prospective
investment in the Shares, and has so evaluated the merits and risks of such
investment.


 


(e)                                  Such
Purchaser is able to bear the economic risk of an investment in the Shares and,
at the present time, is able to afford a complete loss of such investment.


 


(f)                                    Such
Purchaser acknowledges that it has reviewed the SEC Documents and has been
afforded (i) the opportunity to ask such questions as it has deemed
necessary of, and to receive answers from, representatives of the Company
concerning the terms and conditions of the offering of the Shares and the
merits and risks of investing in the Shares; (ii) access to information
about the Company and the Subsidiaries and their respective financial
condition, results of operations, business, properties, management and
prospects sufficient to enable it to evaluate its investment; and (iii) the
opportunity to obtain such additional information that the Company possesses or
can acquire without unreasonable effort or expense that is necessary to make an
informed investment decision with respect to the investment.


 


(g)                                 Such
Purchaser is not purchasing the Shares as a result of any advertisement,
article, notice or other communication regarding the Shares published in any
newspaper, magazine or similar media or broadcast over television or radio or
presented at any seminar or any other general solicitation or general
advertisement.


 


(h)                                 Such
Purchaser understands and acknowledges that: (i) the Shares are being
offered and sold to it without registration under the Securities Act in a
private placement that is exempt from the registration provisions of the
Securities Act and (ii) the availability of such exemption, depends in part on,
and the Company will rely upon the accuracy and truthfulness of, the foregoing
representations and such Purchaser hereby consents to such reliance.


 


ARTICLE IV

OTHER AGREEMENTS OF THE PARTIES


 


4.1                                 Form D;
Blue Sky Laws. Promptly upon completion of the Closing and in any event
within 15 days thereof, the Company shall file with the Commission a Form D
with


 


11

















 


respect to the Shares as
required under Regulation D and each applicable state securities commission and
will provide a copy thereof to the Purchasers promptly after such filing.


 


4.2                                 Expenses.
At the Closing, the Company shall reimburse the Purchasers for all reasonable
expenses incurred by them in connection with the negotiation, preparation,
execution, delivery and performance of this Agreement and the other Transaction
Documents and their due diligence review of the Company, including, without
limitation, reasonable attorneys’ fees and expenses, and out-of-pocket travel
costs and expenses; provided, however, that the amount of all such fees for
which the Company shall be liable shall not exceed $30,000 in the aggregate.


 


4.3                                 Listing.
The Company will use its best efforts to (i) maintain the listing and
trading of the Common Stock on the New York Stock Exchange or other securities
exchange or automated quotation system for so long as the Company qualifies for
such listing under the rules and regulations of the New York Stock
Exchange or such other securities exchange or automated quotation system and (ii) comply
in all material respects with the Company’s reporting, filing and other
obligations under the rules and regulations of the New York Stock Exchange
or such other securities exchange or automated quotation system.


 


4.4                                 Transfer
Restrictions.


 


(a)                                  Shares
may only be disposed of pursuant to an effective registration statement
under the Securities Act, to the Company or pursuant to an available exemption
from or in a transaction not subject to the registration requirements of the
Securities Act, and in compliance with any applicable state securities laws. In
connection with any transfer of Shares other than pursuant to an effective
registration statement or to the Company, except as otherwise set forth herein,
the Company may require the transferor thereof to provide to the Company
an opinion of counsel selected by the transferor, the form and substance
of which opinion shall be reasonably satisfactory to the Company, to the effect
that such transfer does not require registration of such transferred Shares
under the Securities Act. Notwithstanding the foregoing, the Company hereby
consents to and agrees to register on the books of the Company and with any
transfer agent for the Shares of the Company, without any such legal opinion,
any transfer of Shares by a Purchaser to an Affiliate of such Purchaser,
provided that the transferee certifies to the Company that it is an “accredited
investor” as defined in Rule 501(a) under the Securities Act and that
it is acquiring the Shares solely for investment purposes (subject to the
qualifications hereof). As a condition of transfer, any such transferee shall
agree in writing to be bound by the terms of this Agreement and shall have the
rights of a Purchaser under this Agreement and the Registration Rights
Agreement.


 


(b)                                 The
Purchasers agree to the imprinting, so long as is required by this Section 4.4(b),
of the following legend on the Shares:


 


12

















 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED
FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR
ASSIGNED UNLESS (1) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER
SUCH SECURITIES ACT COVERING SUCH SECURITIES, OR (2) THE SALE IS MADE IN
ACCORDANCE WITH RULE 144 OR ANOTHER APPLICABLE EXEMPTION UNDER THE
SECURITIES ACT.


 


The legend set forth
above shall be removed and the Company shall issue a certificate without such
legend to any holder of Shares if, unless otherwise required by state
securities laws, such Shares are sold pursuant to (i) an effective
Registration Statement under the Securities Act, (ii) Rule 144 or (iii) another
applicable exemption from registration under the Securities Act.


 


4.5                                 Furnishing
of Information. As long as any Purchaser owns Shares, the Company covenants
to timely file (or obtain extensions in respect thereof and file within the
applicable grace period) all reports required to be filed by the Company after
the date hereof pursuant to the Exchange Act. Upon the request of any such
Purchaser, the Company shall deliver to such Purchaser a written certification
of a duly authorized officer as to whether it has complied with the preceding
sentence. As long as any Purchaser owns Shares, if the Company is not required
to file reports pursuant to such laws, it will prepare and furnish to the
Purchasers and make publicly available in accordance with Rule 144(c) such
information as is required for the Purchasers to sell the Shares under Rule 144.
The Company further covenants that it will take such further action as any
holder of Shares may reasonably request, all to the extent required from
time to time to enable such Person to sell such Shares without registration
under the Securities Act within the limitation of the exemptions provided by Rule 144.


 


4.6                                 Integration.
The Company shall not, and shall use its best efforts to ensure that no
Affiliate of the Company shall, sell, offer for sale or solicit offers to buy
or otherwise negotiate in respect of any security (as defined in Section 2
of the Securities Act) that would be integrated with the offer or sale of the
Shares in a manner that would require the registration under the Securities Act
of the sale of the Shares to the Purchasers or that would require the Company
to seek stockholder approval for the issuance of the Shares under any
stockholder approval provision applicable to the Company.


 


4.7                                 Indemnification
of the Purchasers. The Company will indemnify and hold the Purchasers and
their directors, officers, shareholders, partners, employees and agents (each,
a “Purchaser Party”) harmless from
any and all losses, liabilities, obligations, claims, contingencies, damages,
costs and expenses, including all judgments, amounts paid in settlements, court
costs and reasonable attorneys’ fees and costs of investigation that any such
Purchaser Party may suffer or incur as a result of or relating to (i) any
misrepresentation, breach or inaccuracy, or any allegation by a third party
that, if true, would constitute a breach or inaccuracy, of any of the
representations and warranties made by the Company in this Agreement or in the
other Transaction Documents, (ii) any breach by the Company or any of its


 


13

















 


covenants contained in
this Agreement or in the other Transaction Documents or (iii) any
litigation, investigation or proceeding instituted by any Person with respect
to this Agreement or the Shares (excluding, however, any such litigation,
investigation or proceeding which arises solely from the acts or omissions of
the Purchaser Party seeking indemnification or its Affiliates). The Company
will reimburse such Purchaser Party for its reasonable legal and other expenses
(including the cost of any investigation, preparation and travel in connection
therewith) incurred in connection therewith, as such expenses are incurred.


 


4.8                                 Commission
Reports.


 


(a)                                  The
Company will deliver to each Purchaser promptly, but in any event no later than
5 business days after it files with the Commission, to the extent not available
on the EDGAR system, copies of the quarterly and annual reports and of the
information, documents and other reports, if any, which the Company is required
to file with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act.


 


(b)                                 In
the event the Company is not required to furnish such reports to its
stockholders pursuant to the Exchange Act, the Company (at its own expense)
shall cause its consolidated financial statements, comparable to those which
would have been required to appear in annual or quarterly reports, to be
delivered to each Purchaser.


 


4.9                                 Securities
Matters. Not later than March 31, 2006, the Company shall file its
Annual Report on Form 10-K with respect to its fiscal year ended June 30,
2005. Thereafter, the Company shall file in a timely manner all periodic
reports which it is required to file with the Commission pursuant to the Exchange
Act and shall not terminate its status as an issuer required to file period
reports under the Exchange Act.


 


4.10                           Board
Representation. As long as Federal Partners, L.P. holds at least five
percent (5%) of the outstanding capital stock of the Company, the Company shall
take such actions as shall be reasonably necessary to ensure that Stephen Duff
is elected as a director to fill the vacancy resulting from the increase in the
authorized number of directors of the Company as provided in the following sentence.
The Company agrees to increase the number of the directors on its Board of
Directors by one not later than March 15, 2006.


 


4.11                           Payment
of Taxes and Other Claims. The Company will pay or discharge or cause to be
paid or discharged, before the same shall become delinquent, (a) all
taxes, assessments and governmental charges levied or imposed upon it or any of
its Subsidiaries or upon the income, profits or property of it or any of its
Subsidiaries and (b) all lawful claims for labor, materials and supplies
which, in each case, if unpaid, could reasonably be expected, by law, to become
a material liability or lien upon the property of it or any of its
Subsidiaries; provided, however, that the Company shall not be required to pay
or discharge or cause to be paid or discharged any such tax, assessment, charge
or claim the amount, applicability or validity of which is being contested in
good faith by appropriate proceedings and for which adequate provision has been
made or for which adequate reserved, to the extent required under GAAP, have
been taken.


 


14

















 


4.12                           Maintenance
of Properties and Insurance.


 


(a)                                  The
Company shall cause all material properties owned by or leased by it or any of
its Subsidiaries used or useful to the conduct of its business or the business
of any of its Subsidiaries to be maintained and kept in normal condition,
repair and working order and supplied with all necessary equipment and shall
cause to be made all necessary repairs, renewals and replacements thereof, all
as in its judgment may be reasonably necessary, so that the business
carried on in connection therewith may be properly conducted at all times;
provided, however, that nothing in this Section 4.12 shall prevent the
Company or any of its Subsidiaries from discontinuing the use, operation or
maintenance of any of such properties, or disposing of any of them, if such
properties are, in the reasonable and good faith judgment of the Board of
Directors of the Company or such Subsidiary, as the case may be, no longer
reasonably necessary in the conduct of their respective businesses.


 


(b)                                 The
Company shall provide or cause to be provided, for itself and each of its
Subsidiaries, insurance (including appropriate self-insurance) against loss or
damage of the kinds that, in the reasonable good faith judgment of the Board of
Directors of the Company, are adequate and appropriate for the conduct of the
business of the Company and such Subsidiaries in a prudent manner, with
reputable insurers or with the government of the United States of America or an
agency or instrumentality thereof, in such amounts, with such deductibles and
by such methods as shall be customary, in the good faith judgment of the Board
of Directors of the Company, for companies similarly situated in the industry.


 


4.13                           Compliance
with Laws. The Company will comply, and will cause each of its Subsidiaries
to comply, with all applicable statutes, rules, regulations, orders and
restrictions of the United States, all states and municipalities thereof, and
of any governmental department, commission, board, regulatory authority,
bureau, agency and instrumentality of the foregoing, in respect of the conduct
of their respective businesses and the ownership of their respective properties,
except for such noncompliances as are being contested in good faith and by
appropriate proceedings and except for such noncompliances as could not in the
aggregate reasonably be expected to have a Material Adverse Effect.


 


4.14                           Use
of Proceeds. The Company will use the proceeds from the sale of the common
stock to pay existing indebtedness of the Company or for general corporate
working capital purposes.


 


ARTICLE V

CONDITIONS TO CLOSING


 


5.1                                 Conditions
Precedent to the Obligations of the Purchasers. The obligation of each
Purchaser to acquire Shares at the Closing is subject to the satisfaction or
waiver by such Purchaser, at or before the Closing, of each of the following
conditions:


 


(a)  Representations
and Warranties. The representations and warranties of the Company contained
herein shall be true and correct in all material respects (provided however
that such materiality qualification shall only apply to representations and
warranties not otherwise qualified by materiality) as of the date when made and
as of the Closing Date as


 


15

















 


though made on and as of
such date (except for representations and warranties that speak of a specific
date, which need only be true and correct as of such date);


 


(b)  Performance.
The Company and each other Purchaser shall have performed, satisfied and
complied in all material respects with all covenants, agreements and conditions
required by the Transaction Documents to be performed, satisfied or complied
with by it at or prior to the Closing;


 


(c)  Consents.
Any consents or approvals required to be secured by the Company for the
consummation of the transactions contemplated by the Transaction Documents
shall have been obtained and shall be reasonably satisfactory to the Purchaser.


 


(d)  No
Injunction. No statute, rule, regulation, executive order, decree, ruling
or injunction shall have been enacted, entered, promulgated or endorsed by any
court or governmental authority of competent jurisdiction that prohibits the
consummation of any of the transactions contemplated by the Transaction
Documents;


 


(e)  Adverse
Changes. Since the date of execution of this Agreement, there shall have
been no Material Adverse Effect, nor shall any event or series of events
shall have occurred that reasonably could be expected to have or result in a
Material Adverse Effect.


 


(f)  No
Suspensions of Trading in Common Stock; Listing. Trading in the Common
Stock shall not have been suspended by the Commission or any Trading Market
(except for any suspensions of trading of not more than one Trading Day solely
to permit dissemination of material information regarding the Company) at any
time since the date of execution of this Agreement, and the Common Stock shall
have been at all times since such date listed for trading on a Trading Market.


 


(g)  Opinion.
The Purchaser shall have received the Company Counsel Opinion, dated as of the
Closing Date.


 


5.2                                 Conditions
Precedent to the Obligations of the Company. The obligation of the Company
to sell Shares at the Closing is subject to the satisfaction or waiver by the
Company, at or before the Closing, of each of the following conditions:


 


(a)  Representations
and Warranties. The representations and warranties of the Purchasers
contained herein shall be true and correct in all material respects as of the
date when made and as of the Closing Date as though made on and as of such
date; and


 


(b)  No
Injunction. No statute, rule, regulation, executive order, decree, ruling
or injunction shall have been enacted, entered, promulgated or endorsed by any
court or governmental authority of competent jurisdiction that prohibits the
consummation of any of the transactions contemplated by the Transaction
Documents.


 


16

















 


ARTICLE VI

MISCELLANEOUS


 


6.1                                 Entire
Agreement. The Transaction Documents, together with the Exhibits and
Schedules thereto, contain the entire understanding of the parties with respect
to the subject matter hereof and thereof and supersede all prior agreements and
understandings, oral or written, with respect to such matters, which the
parties acknowledge have been merged into such documents, Exhibits and
Schedules.


 


6.2                                 Notices.
Any and all notices or other communications or deliveries required or permitted
to be provided hereunder shall be in writing and shall be deemed given and
effective on the earliest of (a) the date of transmission, if such notice
or communication is delivered via facsimile at the facsimile number specified
in this Section prior to 5:30 p.m. (New York City time) (with
confirmation of transmission) on a Trading Day, (b) the next Trading Day
after the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile number specified in this Section on a day
that is not a Trading Day or later than 5:30 p.m. (New York City time)
(with confirmation of transmission) on any Trading Day, (c) the Trading
Day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service (next day service specified), or (d) upon actual
receipt by the party to whom such notice is required to be given. The address
for such notices and communications shall be as follows:


 


	
  If to the Company:

  	
   

  	
  TRC Companies, Inc.

  
	
   

  	
   

  	
  21 Griffin Road North

  
	
   

  	
   

  	
  Windsor, Connecticut 06095

  
	
   

  	
   

  	
  Attention: General Counsel and Chief
  Financial Officer

  
	
   

  	
   

  	
  Telephone:

  	
  (860) 298-9692

  
	
   

  	
   

  	
  Facsimile:

  	
  (860) 298-6291

  
	
   

  	
   

  	
   

  
	
  If to a Purchaser:

  	
   

  	
  To the address set forth under such
  Purchaser’s name on the signature pages hereof;

  



 


or such other address as may be
designated in writing hereafter, in the same manner, by such Person.


 


To the extent that any
funds shall be delivered to the Company by wire transfer, unless otherwise
instructed by the Company, such funds should be delivered in accordance with
the following wire instructions:


 


 


17

















 


6.3                                 Amendments;
Waivers. No provision of this Agreement may be waived or amended
except in a written instrument signed, in the case of an amendment, by the
Company and each of the Purchasers or, in the case of a waiver, by the party
against whom enforcement of any such waiver is sought. No waiver of any default
with respect to any provision, condition or requirement of this Agreement shall
be deemed to be a continuing waiver in the future or a waiver of any subsequent
default or a waiver of any other provision, condition or requirement hereof,
nor shall any delay or omission of either party to exercise any right hereunder
in any manner impair the exercise of any such right.


 


6.4                                 Headings.
The headings herein are for convenience only, do not constitute a part of
this Agreement and shall not be deemed to limit or affect any of the provisions
hereof.


 


6.5                                 Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit
of the parties and their successors and permitted assigns. The Company may not
assign this Agreement or any rights or obligations hereunder without the prior
written consent of the Purchasers.


 


6.6                                 No
Third-Party Beneficiaries. This Agreement is intended for the benefit of
the parties hereto and their respective successors and permitted assigns and is
not for the benefit of, nor may any provision hereof be enforced by, any
other Person, except that each Purchaser Party is an intended third party
beneficiary of Section 4.7 and may enforce the provision of such
Section.


 


6.7                                 Governing
Law. All questions concerning the construction, validity, enforcement and
interpretation of the Transaction Documents shall be governed by and construed
and enforced in accordance with the internal laws of the State of Delaware,
without regard to the principles of conflicts of law thereof. Each party hereto
hereby irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy thereof
via registered or certified mail or overnight delivery (with evidence of
delivery) to such party at the address in effect for notices to it under this
Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.
Each party hereto (including its affiliates, agents, officers, directors and employees)
hereby irrevocably waives, to the fullest extent permitted by applicable law,
any and all right to trial by jury in any legal proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby. If any
party shall commence an action or proceeding to enforce any provisions of a
Transaction Document, then the prevailing party in such action or proceeding
shall be reimbursed by the non-prevailing party for its attorneys fees and
other costs and expenses incurred with the investigation, preparation and
prosecution of such action or proceeding.


 


6.8                                 Survival.
The covenants and representations and warranties contained herein shall survive
the Closing and the delivery of the Shares until the three-year anniversary of
the Closing Date.


 


6.9                                 Execution.
This Agreement may be executed in one or more counterparts, all of which
when taken together shall be considered one and the same agreement and shall


 


18

















 


become effective when
counterparts have been signed by each party and delivered to the other parties,
it being understood that all parties need not sign the same counterpart. In the
event that any signature is delivered by facsimile transmission, such signature
shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such
facsimile signature page were an original thereof.


 


6.10                           Severability.
If any provision of this Agreement is held to be invalid or unenforceable in
any respect, the validity and enforceability of the remaining terms and
provisions of this Agreement shall not in any way be affected or impaired
thereby and the parties will attempt to agree upon a valid and enforceable
provision that is a reasonable substitute therefor, and upon so agreeing, shall
incorporate such substitute provision in this Agreement.


 


6.11                           Remedies.
In addition to being entitled to exercise all rights provided herein or granted
by law, including recovery of damages, each of the Purchasers and the Company
will be entitled to specific performance under the Transaction Documents. The
parties agree that monetary damages may not be adequate compensation for
any loss incurred by reason of any breach of obligations described in the
foregoing sentence and hereby agrees to waive in any action for specific
performance of any such obligation the defense that a remedy at law would be
adequate.


 


6.12                           Independent
Nature of Purchasers’ Obligations and Rights. The obligations of each
Purchaser under any Transaction Document are several and not joint with the
obligations of any other Purchaser, and no Purchaser shall be responsible in
any way for the performance of the obligations of any other Purchaser under any
Transaction Document. Nothing contained herein or in any Transaction Document,
and no action taken by any Purchaser pursuant thereto, shall be deemed to
constitute the Purchasers as a partnership, an association, a joint venture or
any other kind of entity, or create a presumption that the Purchasers are in
any way acting in concert or as a group with respect to such obligations or the
transactions contemplated by the Transaction Document. Each Purchaser shall be
entitled to independently protect and enforce its rights, including without
limitation the rights arising out of this Agreement or out of the other
Transaction Documents, and it shall not be necessary for any other Purchaser to
be joined as an additional party in any proceeding for such purpose.


 


6.13                           Publicity.
The Company and the Purchasers shall have the right to review a reasonable
period of time before issuing any press releases or any other public statements
with respect to the transactions contemplated hereby; provided, however, that
the Company shall be entitled, without the prior approval of the Purchasers, to
make any press release with respect to such transactions as is required by
applicable law and regulations (although the Purchasers shall be consulted by
the Company in connection with any such press release prior to its release and
shall be provided with a copy thereof and be given an opportunity to comment
thereon). Notwithstanding the foregoing, the Company shall file with the SEC a Form 8-K
disclosing the transactions herein within four (4) business days of the
Closing Date and attach the relevant agreements and instruments to either such Form 8-K
or the first Quarterly Report on Form 10-Q filed by the Company following
the Closing Date, and the Purchasers may make such filings as may be
required under Section 16 of the Exchange Act.


 


[SIGNATURE
PAGES FOLLOW]


 


19

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Purchase Agreement to be duly executed by their
respective authorized signatories as of the date first indicated above.


 


	
   

  	
  TRC COMPANIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Martin H. Dodd

  	
   

  
	
   

  	
  Name:  Martin H. Dodd

  
	
   

  	
  Title:  Senior Vice President

  



 


 


[SIGNATURE
PAGES FOR PURCHASERS FOLLOW]


 


20

















 


	
   

  	
  FEDERAL PARTNERS, L.P..

  
	
   

  	
  By Ninth Floor Corporation, its
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen M. Duff

  	
   

  
	
   

  	
  Name: 

  	
  Stephen M. Duff

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
  Address for Notice:

  
	
   

  	
  One Rockefeller Plaza, 1st Floor

  
	
   

  	
  New York, New York 10022

  
	
   

  	
  Telephone: (212) 977-3441

  
	
   

  	
  Facsimile: (212) 977-3424

  
	
   

  	
   

  
	
   

  	
  With copies to:

  
	
   

  	
  Patterson, Belknap, Webb & Tyler LLP

  
	
   

  	
  1133 Avenue of the Americas

  
	
   

  	
  New York, New York 10036-6710

  
	
   

  	
  Attention: Jeffrey E. La Gueux, Esq.

  
	
   

  	
  Telephone: (212) 336-2684

  
	
   

  	
  Facsimile: (212) 336-2222

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Peter R.
  Kellog

  	
   

  
	
   

  	
  Peter
  R. Kellogg

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Lee I.
  Kellogg

  	
   

  
	
   

  	
  Lee I.
  Kellogg

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Charles
  Kirkland Kellogg

  	
   

  
	
   

  	
  Charles
  Kirkland Kellogg

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for
  Notice:

  
	
   

  	
  48 Wall Street,
  30th Floor

  
	
   

  	
  New York, NY
  10005

  
							



 


21

















 


Exhibits:


 


A                                      Investor Allocation Table


B                                        Form of Registration Rights
Agreement


C                                        Form of Opinion of Company
Counsel


 


22

















 


Exhibit A


 


Investor Allocation Table


 




	
  NAME

  	
   

  	
  SHARES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Federal Partners

  	
   

  	
  1,081,081

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Peter R. Kellogg

  	
   

  	
  381,081

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Lee I. Kellogg

  	
   

  	
  350,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Charles Kirkland
  Kellogg

  	
   

  	
  350,000

  	
   

  






 


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