Exhibit 10.3.5


 


	
   

  	
  Wachovia Bank, N.A.

  
	
   

  	
  Special Assets Management

  
	
   

  	
  PA1246

  
	
   

  	
  123 South Broad Street

  
	
   

  	
  7th Floor

  
	
   

  	
  Philadelphia, PA 19109

  



 


May 15, 2006


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 (as amended by letter agreements
dated February 15, 2006 and March 15, 2006, 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 failed
to file their Form 10K with the SEC for fiscal year ending June 30,
2005 and their Form 10Q with the SEC for fiscal quarter ending September 30,
2005 by the dates required by Paragraph E.11 of the Forbearance Agreement (the “Specified
Defaults”). The Borrowers have requested, and the Agent and the Lenders have
agreed, upon the conditions set forth in this Amendment Letter, to waive the Specified
Defaults and amend certain provisions of the Forbearance Agreement as provided
herein as follows:


1.             The Agent and Lenders hereby waive
the Specified Defaults, and the parties hereto agree that Paragraphs E.11 and
E.12 of the Forbearance Agreement are deleted in their entirety.


2.              In consideration for the Agent’s
and the Lenders’ agreement to waive the Specified Defaults and to the
amendments provided herein, the Borrowers shall pay to the Agent a fee (for the
benefit of the Lenders executing this Amendment Letter) in the amount of
$75,000.00 to be distributed to the said Lenders in accordance with their Pro
Rata Share which shall be fully earned and paid as of the date of this Letter
Amendment. Further, the Borrowers shall pay to the Agent a bi-weekly fee (for
the benefit of the Lenders executing this Amendment Letter) in the amount of
$37,500.00 commencing on May 17, 2006 and every two weeks thereafter to be
distributed to the said Lenders in accordance with their Pro Rata Share which
shall be fully 









 



TRC
Companies, Inc.

May 15, 2006

Page 2


 


earned as
of the date of this Letter Amendment; provided however, the Borrowers’
obligation to pay the bi-weekly fee required by this sentence shall cease upon
the Borrowers’ (i) filing of their Form 10K with the SEC for the
fiscal year ending June 30, 2005, and (iii) delivering a budget (in
form and substance satisfactory to the Lenders) to the Lenders for the fiscal
year ending June 30, 2007.


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 (including all
prior Lenders) 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 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 









 



TRC
Companies, Inc.

May 15, 2006

Page 3


 


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.


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









 



 


TRC
Companies, Inc.

May 15, 2006

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

  Title:   Senior Vice President

  	
   

  	
  Name: Martin H. Dodd

  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 & 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

  
								



 









 



TRC
Companies, Inc.

May 15, 2006

Page 5


 


	
  HUNTER ASSOCIATES TEXAS, LTD.

  	
   

  	
  IMBSEN & ASSOCIATES

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ MARTIN H. DODD

  	
   

  	
  By:

  	
  /s/ MARTIN H. DODD 

  
	
  Name: Martin H. Dodd

  Title:   Secretary

  	
   

  	
  Name: Martin H. Dodd

  Title:   Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ENGINEERED AUTOMATION

  SYSTEMS, INCORPORATED

  	
   

  	
  GBF HOLDINGS 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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  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

  
								



 









 



TRC
Companies, Inc.

May 15, 2006

Page 6


 


	
  E/PRO ENGINEERING AND

  ENVIRONMENTAL CONSULTING, LLC

  	
   

  	
  ESSEX ENVIRONMENTAL, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ MARTIN H. DODD

  	
   

  	
  By:

  	
  /s/ MARTIN H. DODD 

  
	
  Name: Martin H. Dodd

  Title:   Secretary

  	
   

  	
  Name: Martin H. Dodd

  Title:   Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NEW CENTURY ENGINEERING

  SUPPORT SERVICES, LLC

  	
   

  	
  NOVAK ENGINEERING, INC.

  
	
   

  	
   

  	
   

  
	
  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.

  (New York)

  	
   

  	
  TRC RAVIV ASSOCIATES, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ MARTIN H. DODD

  	
   

  	
  By:

  	
  /s/ MARTIN H. DODD

  
	
  Name: Martin H. Dodd

  	
   

  	
  Name: Martin H. Dodd

  
	
  Title:   Secretary

  	
   

  	
  Title:   Secretary

  
								



 









 



TRC Companies, Inc.

May 15, 2006

Page 7


 


	
  CUBIX CORPORATION

  	
   

  	
  EAST CANYON HOLDINGS LLC

  
	
   

  	
   

  	
  By:

  	
  TRC Companies, Inc.,

  Its Managing Member

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ MARTIN H. DODD

  	
   

  	
  By:

  	
  /s/ MARTIN H. DODD 

  
	
  Name: Martin H. Dodd

  Title:   Secretary

  	
   

  	
  Name: Martin H. Dodd

  Title:   Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SGS WITTER, INC.

  	
   

  	
  SITE-BLAUVELT ENGINEERS

  INTERNATIONAL, LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ MARTIN H. DODD

  	
   

  	
  By:

  	
  /s/ MARTIN H. DODD 

  
	
  Name: Martin H. Dodd

  	
   

  	
  Name: Martin H. Dodd

  
	
  Title:   Secretary

  	
   

  	
  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:  
  Assistant Secretary

  	
   

  	
  Title:   Secretary

  
								



 









 



TRC Companies, Inc.

May 15, 2006

Page 8


 


	
  ENVIRONMENTAL 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

  Title:   Secretary

  	
   

  	
  Name: Martin H. Dodd

  Title:   Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PACIFIC LAND DESIGN-

  ROSEVILLE, INC.

  	
   

  	
  WILLS ENGINEERING, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ MARTIN H. DODD

  	
   

  	
  By:

  	
  /s/ MARTIN H. DODD 

  
	
  Name: Martin H. Dodd

  	
   

  	
  Name: Martin H. Dodd

  
	
  Title:  
  Assistant Secretary

  	
   

  	
  Title:   Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ECON CAPITAL, LP

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ MARTIN H. DODD

  	
   

  	
   

  	
   

  
	
  Name: Martin H. Dodd 

  	
   

  	
   

  
	
  Title:  
  Assistant Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  
								



 


[LENDERS’
SIGNATURES ON THE FOLLOWING PAGE]









 



TRC Companies, Inc.

May 15, 2006

Page 9


 


AGREED TO AND ACKNOWLEDGED:


	
  WACHOVIA BANK, NATIONAL

  ASSOCIATION

  	
   

  	
  ABELCO FINANCE LLC (assignee of Merrill Lynch
  Business Financial Services, Inc.)

  
	
   (formerly
  known as First Union National Bank), Individually as Lender

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ PATRICK MCGOVERN

  	
   

  	
  By:

  	
  /s/ DANIEL E. WOLF 

  
	
  Name: Patrick McGovern

  Title:   Senior Vice President

  	
   

  	
  Name: Daniel E. Wolf

  Title:   Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ABELCO FINANCE LLC (assignee of TD BankNorth,
  N.A.)

  	
   

  	
  ABELCO FINANCE LLC (assignee of Union Bank Of
  California, N.A.)

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ DANIEL E. WOLF

  	
   

  	
  By:

  	
  /s/ DANIEL E. WOLF

  
	
  Name: Daniel E. Wolf

  	
   

  	
  Name: Daniel E. Wolf

  
	
  Title:   Senior
  Vice President

  	
   

  	
  Title:   Senior
  Vice President