8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report  (Date of earliest event reported):  May 15, 2006

TRC COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-9947	06-0853807
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

21 Griffin Road North, Windsor, Connecticut 06095

(Address of Principal Executive Offices) (Zip Code)

(860) 298-9692

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.Entry Into a Material Definitive Agreement.

Effective as of May 15, 2006, TRC Companies, Inc. and its subsidiaries (collectively, the “Company”) entered into an amendment to the Second Forbearance Agreement and Global Amendment to Credit Documents, dated as of January 24, 2006 (as amended by letter agreements dated February 15, 2006 and March 15, 2006), with Wachovia Bank, National Association, and certain other lenders in connection with the Company’s Amended and Restated Revolving Credit Agreement, dated as of March 31, 2004, as amended as of March 29, 2005 (the “Amendment”). Under the Amendment, the lenders waived the Company’s failure to file its Form 10-K for the 2005 fiscal year by April 30, 2006. The Amendment also removes from the Forbearance Agreement the schedule for filing the Form 10-K and 10-Q’s, and provides for the payment to the lenders of $75,000 up front and $37,500 every two weeks until the Form 10-K is filed and a business plan for fiscal 2007 is delivered to the lenders.  Under its current term, the Forbearance Agreement expires on July 15, 2006.

A copy of the Amendment is filed with this report as Exhibit 10.3.5 and is incorporated herein by reference.

Item 3.01.Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The New York Stock Exchange (“NYSE”) notified the Company on April 1, 2006 of the NYSE’s consent to extend its deadline for the Company to file the Company’s 2005 Form 10-K with the SEC to June 30, 2006. If the Company has not filed its 2005 Form 10-K by June 30, 2006, the NYSE will determine whether the Company should be given up to an additional three months to file its 2005 Form 10-K.

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Item 9.01.              Financial Statements and Exhibits.

(c)  Exhibits.

Exhibit Number	Description
10.3.5	Amendment Letter, dated as of May 15, 2006, amending the Second Forbearance Agreement and Global Amendment to Credit Documents, dated as of January 24, 2006, by and among the Company, Wachovia National Association, and certain of the Company’s lenders.

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 19, 2006		TRC Companies, Inc.
	By:	/s/ CARL D. PASCHETAG, JR.
		Carl d. Paschetag, Jr.
		Senior Vice President and
		Chief Financial Officer

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EX-10.3.5

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