Exhibit 10.1


 


FORBEARANCE AGREEMENT AND 

GLOBAL AMENDMENT TO CREDIT DOCUMENTS


 


This FORBEARANCE AGREEMENT AND GLOBAL AMENDMENT TO CREDIT DOCUMENTS
(the “Agreement”) is entered into as of this 2nd day of November, 2005 by and
among TRC COMPANIES, INC., together with its Subsidiaries signatory hereto
(each, a “Borrower” and collectively, the “Borrowers”), WACHOVIA BANK, NATIONAL
ASSOCIATION, as Agent (the “Agent”) and the LENDERS identified on the signature
pages hereof (each, a “Lender” and collectively, the “Lenders”).


 


BACKGROUND


 


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


 


B.                                    Events of Default
have occurred under the Credit Agreement as a result of:  (i) the Borrowers’ failure to deliver
annual, audited financial statements for the fiscal year ending June 30,
2005 in accordance with § 7.02(a) of the Credit Agreement; (ii) the
Borrowers’ failure to provide quarterly financial statements for the quarter
ending June 30, 2005 in accordance with §  7.02(c) of the Credit
Agreement; (iii) the Borrowers’ failure to provide annual projections in
accordance with § 7.02(d) of the Credit Agreement; (iv) the
Borrowers’ failure to provide the Compliance Certificate required to be
delivered in accordance with the annual and quarterly financial statements in
accordance with § 7.03 of the Credit Agreement; (v) the Borrowers’
violation of one or more of the financial covenants contained in §§ 8.07
through 8.10 of the Credit Agreement for the period ending as of June 30,
2005; (vi) the Borrowers’ violation of one or more of the financial
covenants contained in §§ 8.07 through 8.10 of the Credit Agreement for
the period ending as of September 30, 2005; and (vii) the Borrowers’
financial reporting control deficiencies and other accounting revaluations with
respect to certain Exit Strategy contracts which may require restatements of
previously provided financial statements (collectively, the “Existing Defaults”).


 


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


 


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


 


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


 





















 


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


 


2.                                      Acknowledgment of Liabilities: as of October 28, 2005, the Borrowers
are jointly and severally indebted under the Credit Agreement (in addition to
all fees, costs, and other amounts recoverable thereunder), all without offset,
counterclaim, or defense of any kind for: (i) outstanding principal under
the Revolving Credit Facility of 
$59,200,000.00; (ii) accrued and unpaid interest under the
Revolving Credit Facility of $309,131.25; and (iii) attorneys’ fees and
other fees and costs as allowable under the Credit Agreement.


 


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


 


B.                                    Forbearance by Lenders. 
Without waiving the Existing Defaults or the Lenders’ rights and
remedies with respect thereto, and subject to the terms and conditions set
forth herein, the Credit Documents, and the documents executed in connection
with this Agreement, the Agent and the Lenders agree to continue to make Loans
under the Revolving Credit Facility up to the Maximum Available Revolving
Credit Amount of $62,000,000 and further agree to forbear in the exercise of
their rights and remedies under the Credit Documents until the earlier of (i) January 15,
2006 or the (ii) occurrence of an Event of Default (other than the
Existing Defaults) under the Credit Documents or this Agreement (the “Termination
Date”).  The period from the date of this
Agreement to the Termination Date shall be referred to as the “Forbearance
Period”.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


9.                                      Attached
hereto, and incorporated by reference as Exhibit “A” is a true, complete
and correct listing of the bank accounts currently maintained by the Borrowers
at any financial institution other than the Agent (collectively, the “Bank
Accounts”).


 


C.                                    Amendments to Credit Documents


 


a.                                      Schedule A
to the Credit Agreement is hereby replaced with Schedule A attached
hereto.


 


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b.                                      The
definition of “Maximum Available Revolving Credit Amount” is amended and
restated in its entirety to read as follows: 
“Maximum Available Revolving Credit Amount” shall mean Sixty-Two Million
Dollars ($62,000,000), less any reduction to said Maximum Available Revolving
Credit Amount pursuant to Section 2.04 hereof, but subject to increase in
accordance with Section 2.17 hereof.


 


c.                                       Section 9.01
of the Credit Agreement is amended and restated in its entirety to read as
follows:


 


9.01                        Events of Default.  Upon the occurrence of any of the following
events (each an Event of Default):


 


(i)                                     Payment Default.  The Borrowers shall (a) default in the
payment when due of any principal of the Loans or Unpaid Drawings or (b) default
in the payment of interest on the Loans or any other amounts owing hereunder,
under the Notes or under any other Credit Document;


 


(ii)                                  Covenant Breaches.  Any Borrower (or any of its Subsidiaries)
shall default in the due performance or observance of any term, covenant or
agreement contained in this Agreement, the Notes or any other Credit Document;


 


(iii)                               Default Under Other Agreements.  (a) Any Borrower or (any of its
Subsidiaries) shall default in any payment with respect to any Indebtedness in
an aggregate amount greater than $1,000,000 beyond the period of grace, if any,
provided in the instrument or agreement under which such Indebtedness was
created or default in the observance or performance of any agreement or
condition relating to any such Indebtedness or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event shall
occur or condition exist, the effect of which default or other event or condition
is to cause, or to permit the holder or holders of such Indebtedness (or a
trustee or agent on behalf of such holder or holders) to cause (determined
without regard to whether any notice or lapse of time is required),any such
Indebtedness to become due prior to its stated maturity (except to the extent
such default exists as a result of the failure to pay such Indebtedness due to
the Agent’s advice against payment thereon or with the Agent’s consent) or (b) any
such Indebtedness shall be declared to be due and payable, or required to be
prepaid as a mandatory prepayment, prior to the stated maturity thereof;


 


(iv)                              Voluntary Bankruptcy.  Any Borrower (or any of its Subsidiaries)
commences any bankruptcy, 


 


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reorganization,
debt arrangement, or other case or proceeding under the United States
Bankruptcy Code or under any similar foreign, federal, state, or local statute,
or any dissolution or liquidation proceeding, or makes a general assignment for
the benefit of creditors, or takes any action for the purpose of effecting any
of the foregoing;


 


(v)                                 Involuntary Bankruptcy.  Any bankruptcy, reorganization, debt
arrangement, or other case or proceeding under the United States Bankruptcy
Code or under similar foreign, federal, state or local statute, or any
dissolution or liquidation proceeding, is involuntarily commenced against or in
respect of any Borrower (or any of its Subsidiaries) or an order for relief is
entered in any such proceeding and is not dismissed within sixty (60) days;


 


(vi)                              Appointment of Receiver.  The appointment, or the filing of a petition
seeking the appointment, of a custodian, receiver, trustee, or liquidator for
any Borrower (or any of its Subsidiaries) or any of their respective properties
or the taking of possession of any part of such property at the instance of any
governmental authority;


 


(vii)                           Insolvency. 
Any Borrower (or any of its Subsidiaries) becomes insolvent (however
defined), is generally not paying its debts as they become due, or has
suspended transaction of its usual business;


 


(viii)                        Reorganization.  The dissolution, merger, consolidation, or
reorganization of any Borrower or any of its Subsidiaries without the Required
Lenders written consent;


 


(ix)                              Action in Furtherance of Certain Defaults.  Any Borrower (or any of its Subsidiaries) has
taken any corporate action for the purpose of effecting any of the events
described in clauses (iv), (vi) or (viii) above;


 


(x)                                 Material Misstatement.  Any statement, representation or warranty
made by any Borrower in or pursuant to this Agreement or any other Credit
Document or to induce the Lenders to enter into this Agreement or to enter into
the transactions referred to in this Agreement shall prove to be untrue or
misleading in any material respect;


 


(xi)                              Entry of Judgment.  The entry or issuance of judgments, orders,
decrees or fines against any Borrower (or any 


 


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of its
Subsidiaries) which, in the aggregate, involve liabilities in excess of the sum
of $1,000,000 (the discharge of which is not the obligation of any insurance
company) and any such judgments or orders involving liabilities in excess of
said sum shall have continued unbonded or unsatisfied and without stay of
execution or agreement between the parties thereon for a period of thirty (30)
days after the entry or issuance of such judgment;


 


(xii)                           Change of Control.  The occurrence of a Change of Control or any
Borrower shall have become bound to any contract or agreement or shall have
commenced any corporate proceedings in furtherance of a Change of Control;


 


(xiii)                        Material Adverse Change. 
The occurrence of a material adverse change in the operations and/or
financial condition of any Borrower or in the Collateral (as determined by the
Required Lenders in their sole and absolute discretion) occurring from or after
October 31, 2005; or


 


(xiv)                       Cross-Default.  The
occurrence of an Event of Default under that certain Forbearance Agreement and
Global Amendment to Credit Documents dated as of October 28, 2005;


 


then, and in
any such event, and at any time thereafter, if any Event of Default shall then
be continuing, the Agent shall upon, the written request of the Required
Lenders, by written notice to the Borrowers, take any or all of the following
actions, without prejudice to the rights of the Agent or any Lender to enforce
its claim against any Borrower, except as otherwise specifically provided for
in this Agreement (provided
that, if an Event of Default specified in clause (iv), (v), (vi) or (vii) above
shall occur with respect to any Borrower, the result which would occur upon the
giving of written notice by the Agent as specified in clauses (i) and (ii) below
shall occur automatically without the giving of any such notice):  (i) declare all of the Commitments
terminated, whereupon the Commitment of each Lender shall forthwith terminate
immediately and any fees theretofore accrued shall forthwith become due and
payable without any other notice of any kind; (ii) declare the principal
of and any accrued interest in respect of all Obligations to be, whereupon the
same shall become, forthwith due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by each
Borrower; (iii) terminate any Letter of Credit which may be terminated in
accordance with its terms; and (iv) direct the Borrowers to pay (and each
Borrower agrees that upon receipt of such notice, or upon the occurrence of an
Event of Default as 


 


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specified in
clause (iv), (v), (vi) or (vii) above, it will pay) to the Agent such
additional amounts of cash to be held as cash collateral for the reimbursement
obligations of the Borrowers for Drawings that may subsequently occur under any
Letter of Credit then outstanding, equal to the Stated Amount of all such
Letters of Credit.


 


d.                                      Section 1
of the Security Agreement is amended and restated in its entirety to read as
follows:


 


Section 1.  Grant of
Security.  As collateral security for
the Obligations under the Amended And Restated Revolving Credit Agreement dated
as of March 31, 2004 (as amended, modified supplemented or restated
through the date hereof, the “Credit Agreement) each undersigned Grantor hereby
grants to the Agent (for the benefit of the Lenders (as defined in the Credit
Agreement) a lien on, and security interest in and to the property hereinafter
described, whether now owned or hereafter acquired or arising and wherever
located (collectively, the “Collateral”) (as such following terms are defined
in the Uniform Commercial Code in the State of New Jersey):


 


(a)  Accounts;


 


(b)  Chattel
Paper, including without limitation, Tangible Chattel Paper and Electronic
Chattel Paper;


 


(c)  Commercial
Tort Claims, if any, including but not limited to, those claims identified on Schedule B
hereto;


 


(d)  Documents;


 


(e)  General
Intangibles, including without limitation, Payment Intangibles and Software;


 


(f)  Goods, including without
limitation, Equipment, Inventory, Fixtures and Accessions;


 


(g) Instruments, including Promissory Notes;


 


(h)  Investment Property;


 


(i)  Deposit Accounts;


 


(j) 
Letter-of-credit rights;


 


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(k)  Supporting
Obligations;


 


(l)  all
property which at any time any Lender or affiliate of any Lender shall have or
have the right to have in its possession;


 


(m)  all books and records evidencing or relating
to the foregoing, including, without limitation, billing records of every kind
and description, customer lists, data storage and processing media, Software
and related material, including computer programs, computer tapes, cards, disks
and printouts, and including any of the foregoing which are in the possession
of any affiliate or any computer service bureau; and


 


(n)  Proceeds of the above Collateral.


 


If any Grantor shall at any time, acquire a
Commercial Tort Claim, such Grantor shall immediately notify the Agent in a
writing signed by such Grantor describing the brief details thereof and
granting to the Agent (for the benefit of the Lenders) a security interest
therein and in the Proceeds thereof, all upon the terms of this Agreement, with
such writing to be in form and substance satisfactory to the Agent.


 


To the extent any Grantor has granted a security interest to the Agent
in any or all of the Collateral prior to the date of this Security Agreement as
amended, this Security Agreement shall be deemed to be a reaffirmation of the
previously granted security interest(s). 
Each Grantor acknowledges that this Security Agreement does not
extinguish any such previously granted the liens and security interests and
each Grantor reaffirms the previously granted security interests
thereunder.  It is the intention of the
Grantors and the Agent that all existing security interests shall be perfected
as of the date granted and will remain continuously perfected.


 


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


 


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


 


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2.                                      Access.  The Borrowers shall provide the Agent and its
consultant, Boston & Associates, P.C. (“Boston”), with full and
complete access to all financial books, records and files (whether such
information is stored on any computer or disk) upon reasonable prior notice and
during normal business hours to, among other things, verify cash receipts,
collateral levels, and results of operations and such access may not unduly
interfere with the day-to-day operations of the Borrower.  In particular, but without limitation,
subject to execution of a reasonable confidentiality agreement, the Borrowers
shall provide Boston access to their facilities and all of their financial
information and make their respective officers available to respond to
financial inquiries to allow Boston to verify the current collateral
level.  During the Forbearance Period,
Boston will be entitled to one formal examination and audit. All fees and
expenses incurred by Boston in connection with the foregoing shall be paid or
reimbursed by the Borrowers as submitted by the Agent in an amount not to
exceed $150,000 prior to the Termination Date;


 


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


 


4.                                      No
Additional Liens or Indebtedness or Distributions or Asset Sales.  Other than as consented to by the Required
Lenders, no Borrower shall: (a) become an obligor or guarantor with
respect to any Indebtedness owed to any entity other than the Lenders; (b) pledge
any of its assets to any entity other than the Agent or allow, voluntary or
involuntary, any liens or security interests to attach to any of their
respective assets other than liens and security interests in favor of the
Agent; (c) except with respect to the redemption of stock with stock,
declare or pay any cash dividend or make any distributions to holders of any
shares of stock or, directly or indirectly, redeem or otherwise acquire any
such shares or any option, warrant or right to acquire any such shares; (d) become
a party to a merger, consolidation, or acquisition; or (e) except as set
forth in Section 8(c) below, sell or otherwise dispose of any of its
assets, including all or any part of any Borrower’s operating divisions
(excluding sales in the ordinary course of business). To the extent this
provision is inconsistent with Sections 8.01, 8.02, 8.04, 8.06, 8.12 or any
other section of the Credit Agreement, this provision shall control.


 


5.                                      Earnout/Subordinated
Debt Payments.  If the Agent at the
direction of the Required Lenders notifies the Borrowers in writing to
discontinue making any subordinated earnout and/or subordinated debt payments,
the Borrowers shall discontinue making any such payments.


 


6.                                      Financial
Reporting


 


a.                                      Cash
Flow Budget/Flash Report.  On or
before November 9, 2005 and on each successive Tuesday thereafter, the
Borrowers shall provide to the Lenders a rolling 


 


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13 week cash flow statement, as approved by
the Consultant and in form and substance satisfactory to the Required Lenders,
projecting operations and collections, on a weekly basis and comparing actual
to budgeted results of operation for all prior periods;


 


b.                                      Backlog
Report.  On or before November 15,
2005 and the 15th day of each month thereafter, the Borrowers shall
provide to the Lenders a monthly backlog schedule (the first schedule of
which shall be as of September 30, 2005);


 


c.                                       New
Business Report.  On or before November 15,
2005 and each successive second Tuesday thereafter, the Borrowers shall provide
to the Lenders a report listing new business generated by the Borrowers since
the previously provided report.


 


d.                                      Q1
Quarter End Financial Statements.  On
or before November 15, 2005, the Borrowers shall deliver the Lenders the
management prepared financial reports and certifications due under the Credit
Agreement for the quarter ending September 30, 2005;


 


e.                                       Business
Plan. On or before December 9, 2005, the Borrowers shall provide the
Lenders a consolidated business plan (certified by the Consultant), in form and
substance satisfactory to the Required Lenders, which shall include
consolidated and consolidating financial projections (including balance sheets,
profit and loss statements and cash flow statements on a monthly basis for
fiscal year 2006), which shall address, among other things, restructuring the
Borrowers’ affairs to address identified liquidity, financial, operational and
management concerns;


 


f.                                        Consultant
Items.  On or before the dates set
forth on Exhibit B attached hereto, the Borrowers shall deliver to the
Lenders those items outlined on Exhibit B; and


 


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


 


7.                                      Interest/Payments.


 


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


 


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


 


c.                                       Upon
any sale or disposition of any assets owned by the Borrowers, the Borrowers
shall remit 100% of the proceeds received on account of such sale or disposition
(less any normal and actual fees and expenses incurred and directly payable
from such sale or disposition) to the Agent for the payment to the 


 


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Lenders which shall be applied to the unpaid
principal balance of the Loans and 70% of the net proceeds received and applied
shall permanently reduce the Maximum Available Revolving Credit Amount.


 


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


 


9.                                      Conditions
Subsequent.  On or before November 30,
2005, the Borrowers shall use their reasonable best efforts to:


 


a.                                      obtain
assignments (in accordance with the Federal Assignment of Claims Act and any
state equivalent) for any contracts with any government (or quasi-government)
entities; and


 


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


 


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


 


11.                               Litigation
Report.  On or before October 31,
2005, the Borrowers shall deliver to the Lenders a status report on all pending
litigation, including the Steinway Bridge and NYCDOT litigation matters.


 


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


 


1.                                      The Borrowers’
execution and delivery to the Agent of this Agreement and a certain side letter
dated the date hereof (the “Side Letter”), and all other agreements,
instruments and other documents contemplated hereby or otherwise requested by
the Agent, all in form and substance satisfactory to the Agent;


 


2.                                      The
Borrowers’ payment to the Agent of a (ii) forbearance fee (for the benefit
of the Lenders) in the amount of $200,000 to be distributed to the Lenders
according to their Pro Rata Share and (ii) a documentation fee (for the
sole benefit of the Agent) in the amount of $25,000, and such fees shall be
deemed part of the Obligations; and


 


3.                                      The
Borrowers’ payment to the Agent of an amount sufficient to cover all of the
Lenders’ costs and expenses to date, including, without limitation, the Lenders’
costs and 


 


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expenses incurred in connection
with the preparation and negotiation of this Agreement (including the fees and
expenses of the Lenders’ counsel) through the date of this Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


12





















 


f.                                        Bankruptcy
or Insolvency of Any Borrower.


 


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


 


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


 


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


 


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


 


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


 


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


 


I.                                        Remedies.  An Event of Default hereunder shall
constitute an Event of Default under the Credit Documents.  An Event of Default under any Credit Document
shall constitute an Event of Default under all of the other Loan
Documents.  Upon the Termination Date,
the Lenders’ obligations hereunder shall terminate, all Obligations shall be
deemed accelerated with no further notice or opportunity to cure, and the
Required Lenders may direct the Agent to exercise any and all of the remedies
set forth herein, in any of the documents executed in connection herewith, in
any of the Credit Documents and/or under applicable law.


 


13





















 


J.                                        Miscellaneous.


 


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


 


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


 


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


 


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


 


If to the
Borrowers:


 


TRC Companies, Inc.


Boott Mills
South


116 John
Street


Lowell, MA
01852


 


14





















 


Attn:  Christopher Vincze, COO


Telephone
Number: 978-656-3530


Telecopy
Number: 978-656-3534


Email:  CVincze@trcsolutions.com


 


and


 


5 Waterside
Crossing


Windsor, CT
06095-1563


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


Martin H.
Dodd, Esquire, General Counsel & SVP


Telephone
Number: 860 -298-6206


Telecopy
Number: 860-298-6291


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


 


with a copy
to:


 


Paul,
Hastings, Janofsky & Walker LLP


75 East 55th
Street


New York, NY
10022-3205


Attn:  Leslie A. Plaskon, Esquire


Telephone
Number: 212 -318-6421


Telecopy
Number:  212-230-5137


Email:
leslieplaskon@paulhastings.com


 


If to the
Lenders (via the Agent):


 


WACHOVIA BANK
NATIONAL ASSOCIATION


123 S. Broad
Street


17th
Floor, PA1246


Philadelphia,
PA 19109-1199


Attn:  Patrick McGovern, Sr. Vice President


Telephone
Number: 215-670-6620


Telecopy
Number:  215-670-6645


Email:
patrick.mcgovern@wachovia.com


 


With a copy
to:


 


REED SMITH LLP


2500 One
Liberty Place


1650 Market
Street


Philadelphia,
PA 19103-7301


Attention:  Peter S. Clark II, Esquire


Telephone
Number: 215-851-8100


Telecopy
Number:  215-851-1420


Email:
pclark@reedsmith.com


 


15





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


13.                               Counterparts.  This Agreement may be executed in any number
of counterparts and by the different parties on separate counterparts.  Each such counterpart shall be 


 


16





















 


deemed to be an original, but
all such counterparts shall together constitute one and the same Agreement.


 


[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]


 


17





















 


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


 


 


	
  TRC COMPANIES, INC. 

  	
  TRC ENVIRONMENTAL

  CORPORATION 

  
	
   

  	
   

  
	
  By: 

  	
  /s/ 

  	
  Christopher P. Vincze

  	
   

  	
  By:

  	
  /s/ 

  	
  Martin H. Dodd

  	
   

  
	
   

  	
  Name: Christopher P. Vincze 

  	
   

  	
  Name: Martin H. Dodd 

  
	
   

  	
  Title: Chief Operating Officer

  	
   

  	
  Title: Sr. Vice President 

  
	
   

  	
   

  
	
   

  	
   

  
	
  TRC ENGINEERS, INC. 

  	
  TRC GARROW ASSOCIATES, INC. 

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ 

  	
  Martin H. Dodd

  	
   

  	
  By:

  	
  /s/ 

  	
  Martin H. Dodd

  	
   

  
	
   

  	
  Name: Martin H. Dodd

  	
   

  	
  Name: Martin H. Dodd

  
	
   

  	
  Title: Vice President and Secretary

  	
   

  	
  Title: Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
  TRC MARIAH ASSOCIATES, INC. 

  	
  VECTRE CORPORATION 

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ 

  	
  Martin H. Dodd 

  	
   

  	
  By:

  	
  /s/ 

  	
  Martin H. Dodd

  	
   

  
	
   

  	
  Name: Martin H. Dodd

  	
   

  	
  Name: Martin H. Dodd

  
	
   

  	
  Title: Vice President and Secretary

  	
   

  	
  Title: Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
  TRC SOLUTIONS, INC. 

  	
  LOWNEY ASSOCIATES 

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ 

  	
  Martin H. Dodd

  	
   

  	
  By:

  	
  /s/ 

  	
  Martin H. Dodd

  	
   

  
	
   

  	
  Name: Martin H. Dodd

  	
   

  	
  Name: Martin H. Dodd

  
	
   

  	
  Title: Assistant Secretary

  	
   

  	
  Title: Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
  HUNTER ASSOCIATES TEXAS, LTD.

  	
  IMBSEN & ASSOCIATES

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ 

  	
  Martin H. Dodd

  	
   

  	
  By:

  	
  /s/ 

  	
  Martin H. Dodd

  	
   

  
	
   

  	
  Name: Martin H. Dodd

  	
   

  	
  Name: Martin H. Dodd

  
	
   

  	
  Title: Secretary

  	
   

  	
  Title: Secretary

  
									



 


18





















 


	
  ENGINEERED AUTOMATION

  	
  GBF HOLDINGS LLC

  
	
  SYSTEMS, INCORPORATED 

  	
  By: 

  	
  TRC Companies, Inc.,

  Its Managing Member 

  
	
   

  	
   

  
	
  By: 

  	
  /s/ 

  	
  Martin H. Dodd

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Martin H. Dodd

  	
  By:

  	
  /s/ 

  	
  Martin H. Dodd

  	
   

  
	
   

  	
  Title: Secretary

  	
   

  	
  Name: Martin H. Dodd

  
	
   

  	
   

  	
   

  	
  Title: Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
  PBWO HOLDINGS, LLC

  	
  SITE-BLAUVELT ENGINEERS, INC. 

  
	
   

  	
  (Virginia)

  
	
   

  	
   

  
	
  By: 

  	
  /s/ 

  	
  Martin H. Dodd

  	
   

  	
  By:

  	
  /s/ 

  	
  Martin H. Dodd

  	
   

  
	
   

  	
  Name: Martin H. Dodd

  	
   

  	
  Name: Martin H. Dodd

  
	
   

  	
  Title: Secretary

  	
   

  	
  Title: Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
  HUNTER ASSOCIATES, INC. 

  	
  SITE-BLAUVELT ENGINEERS, INC. 

  
	
   

  	
  (New Jersey)

  
	
   

  	
   

  
	
  By: 

  	
  /s/ 

  	
  Martin H. Dodd

  	
   

  	
  By:

  	
  /s/ 

  	
  Martin H. Dodd

  	
   

  
	
   

  	
  Name: Martin H. Dodd

  	
   

  	
  Name: Martin H. Dodd

  
	
   

  	
  Title: Secretary

  	
   

  	
  Title: Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
  E/PRO ENGINEERING AND

  ENVIRONMENTAL CONSULTING, LLC 

  	
  ESSEX ENVIRONMENTAL, INC. 

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ 

  	
  Martin H. Dodd

  	
   

  
	
  By: 

  	
  /s/ 

  	
  Martin H. Dodd

  	
   

  	
   

  	
   

  	
  Name: Martin H. Dodd

  
	
   

  	
  Name: Martin H. Dodd

  	
   

  	
  Title: Secretary

  
	
   

  	
  Title: Secretary

  	
   

  	
   

  
	
   

  	
   

  
	
  NEW CENTURY ENGINEERING

  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: Assistant Secretary

  
	
   

  	
  Title: Secretary

  	
   

  	
   

  



 


19





















 


	
  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

  
	
   

  	
   

  	
   

  	
   

  
	
  CUBIX CORPORATION

  	
  EAST CANYON HOLDINGS LLC

  
	
   

  	
  By:

  	
  TRC Companies, Inc.,

  
	
  By: 

  	
  /s/ 

  	
  Martin H. Dodd

  	
   

  	
   

  	
  Its Managing Member

  
	
   

  	
  Name: Martin H. Dodd

  	
   

  
	
   

  	
   

  	
  Title: Vice President and Secretary

  	
   

  	
  By:

  	
  /s/ 

  	
  Martin H. Dodd

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Martin H. Dodd

  
	
   

  	
   

  	
   

  	
  Title: Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
  SGS WITTER, INC.

  	
  SITE-BLAUVELT ENGINEERS

  
	
   

  	
  INTERNATIONAL, LLC

  
	
  By: 

  	
  /s/ 

  	
  Martin H. Dodd

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name: Martin H. Dodd

  	
  By:

  	
  /s/ 

  	
  Martin H. Dodd

  	
   

  
	
   

  	
  Title: Secretary

  	
   

  	
  Name: Martin H. Dodd

  
	
   

  	
   

  	
   

  	
  Title: Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
  ENVIRONOMICS, INC.

  	
  ENVIRONOMICS TX, LLC

  
	
   

  	
   

  
	
  By: 

  	
  /s/ 

  	
  Martin H. Dodd

  	
   

  	
  By:

  	
  /s/ 

  	
  Martin H. Dodd

  	
   

  
	
   

  	
  Name: Martin H. Dodd

  	
   

  	
  Name: Martin H. Dodd

  
	
   

  	
  Title: Secretary

  	
   

  	
  Title: Secretary

  
											



 


20





















 


	
  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

  
	
   

  	
   

  	
   

  	
   

  
	
  ENVIRONMENTAL SOUTHWEST, LLC

  	
  ENVIRONOMICS WEST, 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

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TRC OMNI ENVIRONMENTAL

  	
  HUNTER ASSOCIATES TEXAS, LTD

  
	
  CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
  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

  	
  IMBSEN AND ASSOCIATES

  
	
   

  	
   

  
	
  By: 

  	
  /s/ 

  	
  Martin H. Dodd

  	
   

  	
  By:

  	
  /s/ 

  	
  Martin H. Dodd

  	
   

  
	
   

  	
  Name: Martin H. Dodd

  	
   

  	
  Name: Martin H. Dodd

  
	
   

  	
  Title: Assistant Secretary

  	
   

  	
  Title: Assistant Secretary

  
									



 


21





















 


	
   

  	
  THE AGENT:

  
	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION

  
	
   

  	
  (formerly known as First Union National Bank),

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Patrick McGovern

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Patrick McGovern

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE LENDERS:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION

  (formerly known as First Union National Bank),

  Individually

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Patrick McGovern

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Patrick McGovern

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MERRILL LYNCH BUSINESS

  FINANCIAL SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Edmond J. Blough

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Edmond J. Blough

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TD BANKNORTH, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Jeffrey R. Westling

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jeffrey R. Westling

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  UNION BANK OF CALIFORNIA, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Richard P. DeGrey

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard P. DeGrey

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
								



 


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