CUSIP No. 713839 10 8
EXHIBIT B
---------
Perini Corporation
Common Stock
($1.00 Par Value)
November 28, 2005
UBS Securities LLC
As Representative of the several Underwriters
c/o UBS Securities LLC
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
This Lock-Up Letter Agreement is being delivered to you in connection with
the proposed Underwriting Agreement (the "Underwriting Agreement") to be entered
into by Perini Corporation (the "Company") and you, as Representative of the
several Underwriters named therein, with respect to the public offering (the
"Offering") of Common Stock, par value $1.00 per share, of the Company (the
"Common Stock").
In order to induce you to enter into the Underwriting Agreement, the
undersigned agrees that for a period from the date hereof until the end of 90
days after the date of the final prospectus supplement relating to the Offering
(the initial "Lock-Up Period"), the undersigned will not, without the prior
consent of UBS Securities LLC ("UBS"), offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, any additional shares of Common
Stock or securities convertible into or exchangeable or exercisable for any
shares of Common Stock, enter into a transaction which would have the same
effect, or enter into any swap, hedge or other arrangement that transfers, in
whole or part, any of the economic consequences of ownership of Common Stock,
whether any such aforementioned transaction is to be settled by delivery of
Common Stock or such other securities, in cash or otherwise, or publicly
disclose the intention to make any such offer, sale, pledge or disposition, or
enter into any such transaction, swap, hedge or other arrangement; provided,
however, that if (i) during the last 17 days of the initial Lock-Up Period, the
Company releases earnings results or announces material news or a material event
or (ii) prior to the expiration of the initial Lock-Up Period, the Company
announces that it will release earnings results during the 16-day period
beginning on the last day of the initial Lock-Up Period, then in each case the
Lock-Up Period will be automatically extended until the expiration of the 18-day
period beginning on the date of release of the earnings results or the
announcement of the material news or material event, as applicable, unless UBS
waives, in writing, such extension.
Any Common Stock received upon exercise of options granted to the
undersigned will also be subject to this Agreement. Notwithstanding the
foregoing, the restrictions contained in the previous paragraph shall not apply
to (i) the shares of Common Stock proposed to be sold by the undersigned
pursuant to the Underwriting Agreement; (ii) transactions by any person relating
to shares of Common Stock or other securities of the Company acquired in open
market transactions after the completion of the Offering; (iii) transfers of
shares of Common Stock or any security convertible into or exercisable or
exchangeable for Common Stock of the Company as a bona fide gift or gifts; (iv)
transfers or distributions of shares of Common Stock or any security convertible
into or exercisable or exchangeable into Common Stock of the Company to
affiliates (as defined in Rule 405 under the Securities Act); (v) if the
undersigned is a partnership or corporation, a distribution to the partners or
shareholders thereof; (vi) transfers by the undersigned or its distributee or
transferee of Common Stock or securities convertible into or exercisable or
exchangeable for Common Stock of the Company to a family member of the
undersigned or such distributee or transferee or trust created for the benefit
of the undersigned or such distributee or transferee or family member of the
undersigned or such distributee or transferee; or (vii) transfers by the
undersigned to Xxxxx-Xxxxxx Corporation, a California corporation ("TSC") of
Put/Call Shares (as defined in the Shareholders' Agreement dated as of March 29,
2000, by and among the Company, the undersigned, TSC and the other parties
thereto (the "Shareholders' Agreement")) in connection with the exercise of the
put/call arrangement with TSC, pursuant to Articles III and IV of the
Shareholders' Agreement; provided, that in the case of any transfer or
distribution pursuant to clauses (iii) through (vii), such transferee or
distributee shall execute and deliver to UBS an agreement to be bound by the
restrictions set forth above prior to such transfer or distribution, as the case
may be.
CUSIP No. 713839 10 8
In addition, the undersigned hereby waives any rights the undersigned may
have to require registration of Common Stock in connection with the filing of a
registration statement relating to the Offering. The undersigned further agrees
that, for a period from the date hereof until the end of 90 days after the date
of the final prospectus supplement relating to the Offering, the undersigned
will not, without the prior written consent of UBS, make any demand for, or
exercise any right with respect to, the registration of Common Stock of the
Company or any securities convertible into or exercisable or exchangeable for
Common Stock, or warrants or other rights to purchase Common Stock.
If (i) the Company notifies you in writing that it does not intend to
proceed with the Offering; (ii) the registration statement filed with the
Securities and Exchange Commission with respect to the Offering is withdrawn or
(iii) for any reason the Underwriting Agreement shall be terminated prior to the
time of purchase (as defined in the Underwriting Agreement), this Lock-Up Letter
Agreement shall be terminated and the undersigned shall be released from its
obligations hereunder.
Yours very truly,
NATIONAL UNION FIRE INSURANCE COMPANY OF
PITTSBURGH, PA.,
By: AIG Global Investment Corp.,
its investment advisor
/S/ FT CHONG
-----------------------------------
Name: FT Chong
Title: Managing Director
