BANK OF AMERICA, N.A.
100 Federal Street
Boston, MA 02110
July 16, 2010
Tutor Perini Corporation
15901 Olden Street
Sylmar, CA 91342
Attention: William B. Sparks, Executive Vice President
| Re: | Third Amended and Restated Credit Agreement dated as of September 8, 2008 |
Extension of Supplemental Revolver
Dear Bill:
We refer to the Third Amended and Restated Credit Agreement dated as of September 8, 2008 (as amended to date, the "Credit Agreement") among Borrower, Guarantors, Agent and Lenders. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
This letter agreement will confirm our agreement that the defined term "Supplemental Revolver Maturity Date" appearing in Section 1.01 of the Credit Agreement is hereby amended in its entirety to read as follows:
"Supplemental Revolver Maturity" means February 22, 2012.
This letter agreement shall be effective as of the date the Agent receives (1) this letter agreement duly executed and delivered by Agent, the Required Lenders, and the Loan Parties and (2) all accrued fees, costs and expenses (including, without limitation, the reasonable costs and expenses of Agent's counsel) incurred by Arranger, Agent and Lenders in connection with this letter agreement and invoiced to Borrower.
Each Loan Party represents and warrants to Agent and the Lenders that: (a) such Loan Party has the full power and authority to execute, deliver and perform its respective obligations under the Credit Agreement, as amended by this letter agreement, (b) the execution and delivery of this letter agreement has been duly authorized by all necessary action of the Board of Directors (or equivalent) of such Loan Party; (c) after giving effect to this letter agreement, the representations and warranties contained or referred to in Article VI of the Credit Agreement are true and accurate in all material respects as if such representations and warranties were being made as of the date of this letter agreement except to the extent that such representations and
Tutor Perini Corporation
July 16, 2010
Page 2
warranties specifically refer to an earlier date; and (d) after giving effect to the amendments to the Credit Agreement set forth herein, no Default or Event of Default has occurred and is continuing.
This letter agreement is executed as an instrument under seal and shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts without regard to its conflicts of law rules. All parts of the Credit Agreement and any other Loan Document not affected by this letter agreement are hereby ratified and affirmed in all respects, provided that if any provision of the Credit Agreement shall conflict or be inconsistent with this letter agreement, the terms of this letter agreement shall supersede and prevail. Upon the execution of this letter agreement, all references to the Credit Agreement in that document, or in any other Loan Document, shall mean the Credit Agreement as amended by this letter agreement. Except as expressly provided in this letter agreement, the execution and delive ry of this letter agreement does not and will not amend, modify or supplement any provision of, or constitute a consent to or a waiver of any noncompliance with the provisions of the Credit Agreement, and, except as specifically provided in this letter agreement, the Credit Agreement shall remain in full force and effect. This letter agreement may be executed in one or more counterparts with the same effect as if the signatures hereto and thereto were upon the same instrument.
| Sincerely, |
| BANK OF AMERICA, N.A., as Agent |
By: /s/Roberto Salazar |
| Name: Roberto Salazar |
| Title: Assistant Vice President |
IN WITNESS WHEREOF, each of the undersigned, in accordance with Section 11.01 of the Credit Agreement, has agreed to and accepted this letter agreement and caused it to be executed and delivered by their respective duly authorized officers as of the date first written above.
BORROWER: | ||
| WITNESS: | TUTOR PERINI CORPORATION, f/k/a Perini Corporation, a Massachusetts corporation | |
| /s/John D. Barrett | By: /s/William B. Sparks | |
| John D. Barrett | Name: William B. Sparks | |
| Print Name | Title: EVP, Treasurer, Corp Secretary and Clerk | |
GUARANTORS: | ||
| WITNESS: | PERINI BUILDING COMPANY, INC., an Arizona corporation | |
| /s/John D. Barrett | By: /s/William B. Sparks | |
| John D. Barrett | Name: William B. Sparks | |
| Print Name | Title: Treasurer, Secretary and Clerk | |
| WITNESS: | PERINI ENVIRONMENTAL SERVICES, INC., a Delaware corporation | |
| /s/John D. Barrett | By: /s/William B. Sparks | |
| John D. Barrett | Name: William B. Sparks | |
| Print Name | Title: Treasurer, Secretary and Clerk | |
[Signature Page to Tutor Perini Letter Agreement]
| WITNESS: | INTERNATIONAL CONSTRUCTION MANAGEMENT SERVICES, INC., a Delaware corporation | |
| /s/John D. Barrett | By: /s/William B. Sparks | |
| John D. Barrett | Name: William B. Sparks | |
| Print Name | Title: Treasurer, Secretary and Clerk | |
| WITNESS: | PERINI MANAGEMENT SERVICES, INC., a Massachusetts corporation | |
| /s/John D. Barrett | By: /s/William B. Sparks | |
| John D. Barrett | Name: William B. Sparks | |
| Print Name | Title: Treasurer, Secretary and Clerk | |
| WITNESS: | BOW EQUIPMENT LEASING COMPANY, INC., a New Hampshire corporation | |
| /s/John D. Barrett | By: /s/William B. Sparks | |
| John D. Barrett | Name: William B. Sparks | |
| Print Name | Title: Treasurer, Secretary and Clerk | |
| WITNESS: | R.E. DAILEY & CO., a Michigan corporation | |
| /s/John D. Barrett | By: /s/William B. Sparks | |
| John D. Barrett | Name: William B. Sparks | |
| Print Name | Title: Treasurer, Secretary and Clerk | |
[Signature Page to Tutor Perini Letter Agreement]
| WITNESS: | PERINI LAND AND DEVELOPMENT COMPANY, INC., a Massachusetts corporation | |
| /s/John D. Barrett | By: /s/William B. Sparks | |
| John D. Barrett | Name: William B. Sparks | |
| Print Name | Title: Treasurer, Secretary and Clerk | |
| WITNESS: | PARAMOUNT DEVELOPMENT ASSOCIATES, INC., a Massachusetts corporation | |
| /s/John D. Barrett | By: /s/William B. Sparks | |
| John D. Barrett | Name: William B. Sparks | |
| Print Name | Title: Treasurer, Secretary and Clerk | |
| WITNESS: | PERCON CONSTRUCTORS, INC., a Delaware corporation | |
| /s/John D. Barrett | By: /s/William B. Sparks | |
| John D. Barrett | Name: William B. Sparks | |
| Print Name | Title: Treasurer, Secretary and Clerk | |
| WITNESS: | PERLAND CONSTRUCTION, INC., a West Virginia corporation | |
| /s/John D. Barrett | By: /s/William B. Sparks | |
| John D. Barrett | Name: William B. Sparks | |
| Print Name | Title: Treasurer, Secretary and Clerk | |
[Signature Page to Tutor Perini Letter Agreement]
| WITNESS: | JAMES A. CUMMINGS, INC., a Florida corporation | |
| /s/John D. Barrett | By: /s/William B. Sparks | |
| John D. Barrett | Name: William B. Sparks | |
| Print Name | Title: Treasurer, Secretary and Clerk | |
| WITNESS: | CHERRY HILL CONSTRUCTION, INC., a Maryland corporation | |
| /s/John D. Barrett | By: /s/William B. Sparks | |
| John D. Barrett | Name: William B. Sparks | |
| Print Name | Title: Treasurer, Secretary and Clerk | |
| WITNESS: | RUDOLPH AND SLETTEN, INC., a California corporation | |
| /s/John D. Barrett | By: /s/William B. Sparks | |
| John D. Barrett | Name: William B. Sparks | |
| Print Name | Title: Treasurer, Secretary and Clerk | |
| WITNESS: | TUTOR-SALIBA, LLC, a California limited liability company | |
| /s/John D. Barrett | By: /s/William B. Sparks | |
| John D. Barrett | Name: William B. Sparks | |
| Print Name | Title: SVP, CFO, Treasurer and Secretary | |
[Signature Page to Tutor Perini Letter Agreement]
| WITNESS: | TUTOR-SALIBA CORPORATION, f/k/a Tutor-Saliba Builders, a California corporation | |
| /s/John D. Barrett | By: /s/William B. Sparks | |
| John D. Barrett | Name: William B. Sparks | |
| Print Name | Title: SVP, CFO, Treasurer and Secretary | |
| WITNESS: | POWERCO ELECTRIC CORP., a California corporation | |
| /s/John D. Barrett | By: /s/William B. Sparks | |
| John D. Barrett | Name: William B. Sparks | |
| Print Name | Title: Vice President, CFO and Secretary | |
| WITNESS: | TUTOR HOLDINGS, LLC., a Delaware limited liability company | |
| /s/John D. Barrett | By: /s/William B. Sparks | |
| John D. Barrett | Name: William B. Sparks | |
| Print Name | Title: Vice President, Secretary and Treasurer | |
| WITNESS: | TUTOR PACIFIC CONSTRUCTION, LLC, a Delaware limited liability company | |
| /s/John D. Barrett | By: /s/William B. Sparks | |
| John D. Barrett | Name: William B. Sparks | |
| Print Name | Title: Vice President, Secretary and Treasurer | |
[Signature Page to Tutor Perini Letter Agreement]
| WITNESS: | TUTOR MICRONESIA CONSTRUCTION, LLC., a Delaware limited liability company | |
| /s/John D. Barrett | By: /s/William B. Sparks | |
| John D. Barrett | Name: William B. Sparks | |
| Print Name | Title: Vice President, Secretary and Treasurer | |
| WITNESS: | G.W. MURPHY CONSTRUCTION COMPANY, INC., a Hawaii corporation | |
| /s/John D. Barrett | By: /s/William B. Sparks | |
| John D. Barrett | Name: William B. Sparks | |
| Print Name | Title: Vice President, Secretary and Treasurer | |
| WITNESS: | E.E. BLACK, LIMITED., a Hawaii corporation | |
| /s/John D. Barrett | By: /s/William B. Sparks | |
| John D. Barrett | Name: William B. Sparks | |
| Print Name | Title: Vice President, Secretary and Treasurer | |
| WITNESS: | DESERT PLUMBING & HEATING CO., INC., a Nevada corporation | |
| /s/John D. Barrett | By: /s/William B. Sparks | |
| John D. Barrett | Name: William B. Sparks | |
| Print Name | Title: Vice President and Assistant Secretary | |
[Signature Page to Tutor Perini Letter Agreement]
| WITNESS: | TUTOR INVESTMENTS, INC., a Nevada corporation | |
| /s/John D. Barrett | By: /s/William B. Sparks | |
| John D. Barrett | Name: William B. Sparks | |
| Print Name | Title: Vice President, Secretary and Treasurer | |
| WITNESS: | TPC AGGREGATES, LLC., a Nevada limited liability company | |
| /s/John D. Barrett | By: /s/William B. Sparks | |
| John D. Barrett | Name: William B. Sparks | |
| Print Name | Title: Vice President, CFO and Assistant Secretary | |
| WITNESS: | DANIEL J. KEATING CONSTRUCTION COMPANY, LLC., a Delaware limited liability company (successor by conversion to Daniel J. Keating Construction Company, a Pennsylvania corporation) | |
| /s/John D. Barrett | By: /s/William B. Sparks | |
| John D. Barrett | Name: William B. Sparks | |
| Print Name | Title: Treasurer and Corporate Secretary and Clerk | |
[Signature Page to Tutor Perini Letter Agreement]
| LENDERS: | ||
BANK OF AMERICA, N.A., as a Supplemental Revolver Lender and a Revolving Lender | ||
By: /s/Chris Busconi | ||
| Name: Chris Busconi | ||
| Title: Vice President | ||
[Signature Page to Tutor Perini Letter Agreement]
BMO CAPITAL MARKETS FINANCING, INC., as a Revolving Lender | ||
By: /s/John Armstrong | ||
| Name: John Armstrong | ||
| Title: Director | ||
[Signature Page to Tutor Perini Letter Agreement]
TD BANK, N.A., as a Revolving Lender | ||
| By: | ||
| Name: | ||
| Title: | ||
[Signature Page to Tutor Perini Letter Agreement]
SOVEREIGN BANK, as a Revolving Lender | ||
By: /s/Greg Batsevitsky | ||
Name: Greg Batsevitsky | ||
Title: Senior Vice President | ||
[Signature Page to Tutor Perini Letter Agreement]
COMERICA BANK, as a Revolving Lender | ||
| By: | ||
| Name: | ||
| Title: | ||
[Signature Page to Tutor Perini Letter Agreement]
UNION BANK, N.A., as a Revolving Lender | ||
By: /s/Greg Plazula | ||
Name: Greg Plazula | ||
Title: Vice President | ||
[Signature Page to Tutor Perini Letter Agreement]
U.S. BANK, NATIONAL ASSOCIATION, as a Revolving Lender | ||
| By: | ||
| Name: | ||
| Title: | ||
[Signature Page to Tutor Perini Letter Agreement]