Exhibit 4.3


 


EXECUTION VERSION


 


REGISTRATION RIGHTS AGREEMENT


 


AMENDMENT NO. 1


 


This
Amendment No. 1 to the Registration Rights Agreement dated March 6,
2006 (the “Registration Rights Agreement”) by and among TRC Companies, Inc.,
a Delaware corporation (the “Company”), and Federal Partners, LP; Peter R.
Kellogg; Lee I. Kellogg and Charles Kirkland Kellogg (the “Holders”) is made
effective as of December 1, 2007. 
Terms not otherwise defined herein shall be defined as set forth in the
Registration Rights Agreement.


 


W I T N E S S E T H


 


WHEREAS, the Company and the Holders are
parties to the Registration Rights Agreement where, at Section 1.2 (a) thereof,
the Company agreed to have the Registrable Securities registered with the
Commission on an effective Shelf Registration Statement not later than December 1,
2007; and


 


WHEREAS,
the Company was unable to register the Registrable Securities by December 1,
2007; and


 


WHEREAS,
the Registration Rights Agreement provides at Section 1.2 (e) that if
the Shelf Registration is not effective by December 1, 2007, the Company
will pay each Holder as liquidated damages, an amount in cash equal to 0.5% of
the purchase price paid for the Shares by each Holder thereof; and


 


WHEREAS,
in return for the provisions of this Amendment No. 1, the Company and the
Holders desire to extend the date by which the Shelf Registration Statement
should be effective and reach a settlement with respect to the liquidated
damages arising as of the date hereof pursuant to Section 1.2(e) of
the Registration Rights Agreement (the “Liquidated Damages”);


 


NOW
THEREFORE, in consideration of the premises thereof and other good and valuable
consideration, the parties hereto agree as follows:


 


1.                                       In Section 1.1
of the Registration Rights Agreement, the definition of S-3 Eligibility Date
shall be amended to read as follows:


 


“S-3 Eligibility Date” means the earlier of (i) the first date
after the effective date of the Amendment No. 1 on which the Company
becomes eligible to file a Registration Statement for a transaction involving a
secondary offering on Form S-3, and (ii) December 1, 2008.


 

















 


2.                                       Section 1.2
(a) of the Registration Rights Agreement is amended to read as follows:


 


“(a) Registration Requirement.  The Company shall file with the Commission a
Shelf Registration Statement meeting the requirements of the Securities Act as
soon as reasonably practicable following the S-3 Eligibility Date, and will use
its best efforts to cause the Shelf Registration Statement to be declared
effective by the Commission as soon as reasonably practicable thereafter and in
any event not later than 180 days after the S-3 Eligibility Date.  Each Holder agrees to furnish to the Company
all information with respect to such Holder necessary to make the information
set forth in the Shelf Registration Statement or Prospectus not materially
misleading.”


 


3.                                      The Company
shall issue Promissory Notes due July 19, 2009 and bearing interest at
12.5% per annum substantially in the Form of Exhibit A hereto to the
Holders in the indicated denominations:


 




	
  Federal Partners, L.P.

  	
   

  	
  $

  	
   300,000

  
	
  Peter R. Kellogg

  	
   

  	
  $

  	
   105,750

  
	
  Lee I. Kellogg

  	
   

  	
  $

  	
   97,125

  
	
  Charles Kirkland Kellogg

  	
   

  	
  $

  	
   97,125

  






 


4.                                      The Holders
release any claim to Liquidated Damages due or accruing prior to the execution
of this Amendment No. 1.


 


5.                                      Except as
expressly amended herein, the Registration Agreement remains in full force and
effect in accordance with its original terms.


 


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IN WITNESS WHEREOF, the parties have executed
this Amendment No. 1 effective as of the date first set forth above.


 


	
   

  	
  TRC COMPANIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Martin H. Dodd

  
	
   

  	
  Name:

  	
  Martin H. Dodd

  
	
   

  	
  Title

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FEDERAL PARTNERS, LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen M. Duff

  
	
   

  	
  Name:

  	
  Stephen M. Duff

  
	
   

  	
  Title:

  	
  Treasurer, Ninth Floor Corporation 

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Peter R. Kellogg

  
	
   

  	
  Peter R. Kellogg

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Lee I. Kellogg

  
	
   

  	
  Lee I. Kellogg

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Charles Kirkland Kellogg

  
	
   

  	
  Charles Kirkland Kellogg