EX-10.3.5 2 a06-12331_1ex10d3d5.htm EX-10

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