Exhibit 10.3.2Revolving Credit Agreement • February 14th, 2003 • TRC Companies Inc /De/ • Hazardous waste management • New Jersey
EXHIBIT 10.4.1TRC Companies Inc /De/ • September 29th, 1997 • Hazardous waste management • Connecticut
EXHIBIT 10.6 AGREEMENTAgreement • December 26th, 2001 • TRC Companies Inc /De/ • Hazardous waste management • New York
EXHIBIT 10.3 REVOLVING CREDIT AGREEMENT DATED AS OF MARCH 25, 2002 BY AND AMONG TRC COMPANIES, INC., CERTAIN SUBSIDIARIES LISTED ON THE SIGNATURE PAGE HEREOF, EACH AS A BORROWER AND TOGETHER THE BORROWERS THE LENDERS LISTED ON THE SIGNATURE PAGES...Revolving Credit Agreement • May 15th, 2002 • TRC Companies Inc /De/ • Hazardous waste management • New Jersey
Exhibit 10.5 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION AGREEMENT AND PLAN MERGER AND REORGANIZATION (the "Agreement") dated as of October 9, 2001 by and among (1) TRC Companies, Inc., a Delaware corporation (the "Parent"), party of the first...Agreement and Plan of Merger and Reorganization • October 26th, 2001 • TRC Companies Inc /De/ • Hazardous waste management • Connecticut
Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, effective as of October 9, 2001, by and between TRC COMPANIES, INC., a Delaware corporation ("TRC"), and Joseph C. Mendel, John J. Calzolano, John W. Gildea and F. Walter...Registration Rights Agreement • December 4th, 2001 • TRC Companies Inc /De/ • Hazardous waste management • Connecticut
CREDIT AGREEMENTCredit Agreement • February 2nd, 2017 • TRC Companies Inc /De/ • Services-engineering services • New York
This CREDIT AGREEMENT is entered into as of January 31, 2017 among the following: (i) TRC COMPANIES, INC., a Delaware corporation (the “Borrower”); (ii) the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”); (iii) CITIZENS BANK, N.A., as the administrative agent (the “Administrative Agent”), an LC Issuer (as hereinafter defined), the Swingline Lender (as hereinafter defined), and as the sole lead arranger and sole bookrunner (in such capacity, the “Arranger”), (iv) BMO HARRIS BANK N.A., as an LC Issuer and as the Syndication Agent, and (v) KEYBANK NATIONAL ASSOCIATION, as the Documentation Agent.
CREDIT AGREEMENTCredit Agreement • May 8th, 2013 • TRC Companies Inc /De/ • Hazardous waste management • Massachusetts
This CREDIT AGREEMENT is entered into as of April 16, 2013 among the following: (i) TRC COMPANIES, INC., a Delaware corporation (the “Borrower”); (ii) the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”); (iii) RBS CITIZENS, N.A., as the administrative agent (the “Administrative Agent”), the LC Issuer (as hereinafter defined), and as the sole lead arranger and sole bookrunner (in such capacity, the “Arranger”); and (iv) JPMORGAN CHASE BANK, N.A., as a Lender and as the syndication agent (the “Syndication Agent”).
CREDIT AGREEMENT by and among TRC COMPANIES, INC. and EACH OF ITS SUBSIDIARIES THAT ARE SIGNATORIES HERETO as Borrowers, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO FOOTHILL, INC. as the Arranger and Administrative Agent...Credit Agreement • July 20th, 2006 • TRC Companies Inc /De/ • Hazardous waste management • New York
TABLE OF CONTENTSRevolving Credit Agreement • November 14th, 1997 • TRC Companies Inc /De/ • Hazardous waste management
Exhibit 4.3 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT, dated December 22, 2000 by and among TRC Companies, Inc., a Delaware corporation ("Parent"), TRC Environmental Corporation, a Connecticut corporation (the "Buyer" and collectively with...Stock Purchase Agreement • December 4th, 2001 • TRC Companies Inc /De/ • Hazardous waste management • Connecticut
EXHIBIT 99.2Termination Agreement • June 9th, 1997 • TRC Companies Inc /De/ • Hazardous waste management • Connecticut
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 1st, 2008 • TRC Companies Inc /De/ • Hazardous waste management • Delaware
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of August 9, 2007, between TRC Companies, Inc., a Delaware Corporation (the “Company”) and Christopher P. Vincze (the “Executive”).
STOCK PURCHASE AGREEMENT by and among DAVID SABER as Seller and TRC ENGINEERS, INC. as Purchaser and TRC COMPANIES, INC. Dated as of March 28, 2017Stock Purchase Agreement • April 3rd, 2017 • TRC Companies Inc /De/ • Services-engineering services • California
This Stock Purchase Agreement (the “Agreement”), dated as of March 28, 2017 is made and entered into by and among David Saber (“Seller”), TRC Engineers, Inc., a New Jersey corporation (“Purchaser”), and TRC Companies, Inc., a Delaware corporation (“TRC”). Each of the above referenced parties is sometimes referred to herein individually as a “Party” and collectively herein as the “Parties.” Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in ARTICLE 1.
CREDIT AGREEMENTAssignment Agreement • December 4th, 2015 • TRC Companies Inc /De/ • Services-engineering services • New York
This CREDIT AGREEMENT is entered into as of November 30, 2015 among the following: (i) TRC COMPANIES, INC., a Delaware corporation (the “Borrower”); (ii) the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”); (iii) CITIZENS BANK, N.A., as the administrative agent (the “Administrative Agent”), an LC Issuer (as hereinafter defined), the Swingline Lender (as hereinafter defined), and as the sole lead arranger and sole bookrunner (in such capacity, the “Arranger”), (iv) BMO HARRIS BANK N.A., as the Syndication Agent and an LC Issuer, and (v) KEYBANK, NATIONAL ASSOCIATION, as the Documentation Agent.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 26th, 2007 • TRC Companies Inc /De/ • Hazardous waste management • Massachusetts
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated as of January 25, 2006 constitutes an amendment and restatement in its entirety of that EMPLOYMENT AGREEMENT, dated as of March 18, 2005, between TRC Companies, Inc., a Delaware Corporation (the “Company”) and Christopher P. Vincze (the “Executive”).
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • July 1st, 2011 • TRC Companies Inc /De/ • Hazardous waste management • Connecticut
THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made by and between TRC Companies, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and the employee named above (the “Participant”), as of the date designated above (the “Grant Date”). This Agreement provides notice of the terms and conditions applicable to a grant of restricted stock to be made under the Company's 2007 Amended and Restated Equity Incentive Plan (the “Plan”). The Plan is administered by the Company's Board of Directors and Compensation Committee thereof (the “Committee”). The Participant agrees to be bound by the terms and conditions described herein and the provisions of the Plan. Capitalized terms have the meanings ascribed to them in the Plan.
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2006 • TRC Companies Inc /De/ • Hazardous waste management • Texas
EMPLOYMENT AGREEMENT (the “Agreement”), dated as of March 6, 2006, between TRC Companies, Inc., a Delaware Corporation (the “Company”), and Timothy D. Belton (the “Executive”) (individually a “Party” and collectively the “Parties”).
PURCHASE AND EXCHANGE AGREEMENTPurchase and Exchange Agreement • December 6th, 2006 • TRC Companies Inc /De/ • Hazardous waste management • Delaware
This Purchase and Exchange Agreement (this “Agreement”) is dated as of December 1, 2006 between TRC Companies, Inc., a Delaware corporation (the “Company”), and Fletcher International, Ltd., a Bermuda company (“Purchaser”).
TWENTY-FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 5th, 2012 • TRC Companies Inc /De/ • Hazardous waste management • New York
THIS TWENTY-FIRST AMENDMENT TO CREDIT AGREEMENT (this “Twenty-first Amendment”) is made and entered into as of February 28, 2012, by and among the financial institutions identified on the signature pages hereof (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO CAPITAL FINANCE, INC. (formerly known as WELLS FARGO FOOTHILL, INC.), a California corporation, as arranger and administrative agent for the Lenders (in such capacities, together with any successor arranger and administrative agent, “Agent”), and TRC COMPANIES, INC., a Delaware corporation (the “Administrative Borrower”), on behalf of all Borrowers.
COMPLETION BONUS AGREEMENTCompletion Bonus Agreement • April 19th, 2017 • TRC Companies Inc /De/ • Services-engineering services
This agreement will have a one year term and payment of any Completion Bonus will be made on the next regularly scheduled pay day following the Closing of the Transaction. No Completion Bonus will be payable if a Transaction does not close within the term of this agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • March 24th, 2005 • TRC Companies Inc /De/ • Hazardous waste management • Massachusetts
EMPLOYMENT AGREEMENT (the “Agreement”), dated as of March 18, 2005, between TRC Companies, Inc., a Delaware Corporation (the “Company”) and Christopher P. Vincze (the “Executive”).
Wachovia Bank, N.A. Special Assets Management PA1246 7th Floor Philadelphia, PA 19109TRC Companies Inc /De/ • February 23rd, 2006 • Hazardous waste management • New Jersey
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 (the “Forbearance Agreement”)
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of March 31, 2004 by and among TRC COMPANIES, INC., CERTAIN SUBSIDIARIES LISTED ON THE SIGNATURE PAGE HEREOF, each as a Borrower and together the BorrowersRevolving Credit Agreement • May 17th, 2004 • TRC Companies Inc /De/ • Hazardous waste management • New Jersey
THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is made as of this 31st day of March, 2004, by and among TRC COMPANIES, INC., a Delaware corporation (“TRC”), the SUBSIDIARIES listed on the signature pages hereof (TRC and such subsidiaries are each referred to herein as a “Borrower” and collectively referred to herein as the “Borrowers”), the LENDERS from time to time party hereto and WACHOVIA BANK, NATIONAL ASSOCIATION (formerly known as First Union National Bank), as sole lead arranger and administrative agent (in such capacity the “Agent”).
PURCHASE AGREEMENTPurchase Agreement • March 9th, 2006 • TRC Companies Inc /De/ • Hazardous waste management • Delaware
This Purchase Agreement (this “Agreement”) is dated as of March 6, 2006 among TRC Companies, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each a “Purchaser” and collectively the “Purchasers”).
RICHARD D. ELLISON RETIREMENT AGREEMENT FROM TRC COMPANIES, INC.Retirement Agreement • October 18th, 2005 • TRC Companies Inc /De/ • Hazardous waste management
The following Retirement Agreement (the “Agreement”) is entered into by and between TRC Companies, Inc. (“TRC”) and the independent members of TRC’s Board of Directors (the “Board”; collectively with TRC, the “Company”), on the one hand, and by Richard D. Ellison (“Ellison”; collectively with the Company, the “Parties”), on the other hand:
AMENDMENT NO. 4 TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • October 14th, 2003 • TRC Companies Inc /De/ • Hazardous waste management • New Jersey
This AMENDMENT NO. 4 ("Amendment") dated as of June 30, 2003 is by and between WACHOVIA BANK, NATIONAL ASSOCIATION (formerly known as First Union National Bank), as an individual Lender and as Sole Lead Arranger and Administrative Agent ("Wachovia"), Wachovia in its capacity as the Lead Arranger and Administrative Agent is hereinafter the "Agent", MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC., as an individual Lender ("Merrill"), BANKNORTH, N.A., as an individual Lender ("Banknorth", and together with Wachovia and Merrill, the "Lenders") and TRC COMPANIES, INC., a Delaware corporation ("TRC") and the subsidiaries of TRC listed herein, (each a "Borrower" and collectively the "Borrowers").
REGISTRATION RIGHTS AGREEMENT AMENDMENT NO. 1Registration Rights Agreement • June 2nd, 2009 • TRC Companies Inc /De/ • Hazardous waste management
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.
SERIES A PREFERRED STOCK PURCHASE AGREEMENT BETWEEN TRC COMPANIES, INC., AND THE PURCHASERS NAMED ON SCHEDULE I HERETO DATED AS OF JUNE 1, 2009Series a Preferred Stock Purchase Agreement • June 1st, 2009 • TRC Companies Inc /De/ • Hazardous waste management • New York
This SERIES A PREFERRED STOCK PURCHASE AGREEMENT (“this Agreement”) is made and entered into this 1st day of June, 2009 by and between TRC Companies, Inc., a Delaware corporation (the “Company”), on the one hand, and the entities and individuals as listed on Schedule I attached hereto, as such Schedule I may be amended from time to time as set forth herein (the “Purchasers”), on the other hand. Certain terms used and not otherwise defined in the text of this Agreement are defined in Appendix A hereof.
WARRANT AGREEMENT BY AND BETWEEN TRC COMPANIES, INC. AND FEDERAL PARTNERS, L.P. Dated July 19, 2006Warrant Agreement • July 20th, 2006 • TRC Companies Inc /De/ • Hazardous waste management • Delaware
WHEREAS, the Issuer and its wholly-owned subsidiaries (together, “TRC”) and Holder are parties to the Subordinated Loan Agreement dated as of the date hereof (as the same may be amended, supplemented or otherwise modified from time to time, the “Subordinated Loan Agreement”), pursuant to which Holder has agreed to make a subordinated loan to TRC; and
THIRD AMENDMENT TO, AND WAIVER UNDER, CREDIT AGREEMENTUnder, Credit Agreement • January 8th, 2007 • TRC Companies Inc /De/ • Hazardous waste management • New York
THIS THIRD AMENDMENT TO, AND WAIVER UNDER, CREDIT AGREEMENT (this “Third Amendment”) is made and entered into as of December 29, 2006, by and among the financial institutions identified on the signature pages hereof (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL, INC., a California corporation, as arranger and administrative agent for the Lenders (in such capacities, together with any successor arranger and administrative agent, “Agent”), and TRC COMPANIES, INC., a Delaware corporation (the “Administrative Borrower”), on behalf of all Borrowers.
SUBORDINATED LOAN AGREEMENTSubordinated Loan Agreement • July 20th, 2006 • TRC Companies Inc /De/ • Hazardous waste management • New York
SUBORDINATED LOAN AGREEMENT, dated as of July 19, 2006, as amended, supplemented or otherwise modified from time to time (the “Agreement”), by and among TRC COMPANIES, INC., a Delaware corporation (the “Parent”), and each of Parent’s Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”) and FEDERAL PARTNERS, L.P., a Delaware limited partnership (the “Lender”).
EXHIBIT 10.3Revolving Credit Agreement • September 28th, 1998 • TRC Companies Inc /De/ • Hazardous waste management
Wachovia Bank, N.A.TRC Companies Inc /De/ • May 19th, 2006 • Hazardous waste management • New Jersey
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
FOURTEENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 1st, 2009 • TRC Companies Inc /De/ • Hazardous waste management • New York
THIS FOURTEENTH AMENDMENT TO CREDIT AGREEMENT (this “Fourteenth Amendment”) is made and entered into as of May 29, 2009, by and among the financial institutions identified on the signature pages hereof (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL, INC., a California corporation, as arranger and administrative agent for the Lenders (in such capacities, together with any successor arranger and administrative agent, “Agent”), and TRC COMPANIES, INC., a Delaware corporation (the “Administrative Borrower”), on behalf of all Borrowers.
