0001104659-09-036074 Sample Contracts

SERIES A PREFERRED STOCK PURCHASE AGREEMENT BETWEEN TRC COMPANIES, INC., AND THE PURCHASERS NAMED ON SCHEDULE I HERETO DATED AS OF JUNE 1, 2009
Series 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.

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FOURTEENTH AMENDMENT TO CREDIT AGREEMENT
Credit 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.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 1st, 2009 • TRC Companies Inc /De/ • Hazardous waste management • New York

REGISTRATION RIGHTS AGREEMENT, dated as of June 1, 2009, by and among TRC Companies, Inc., a Delaware corporation (the “Company”), and the persons executing this Agreement as Purchasers (the “Purchasers”).

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