[EXECUTION COPY]
AMENDMENT NO. 2 TO CREDIT AGREEMENT AND WAIVER
AND
AMENDMENT NO. 1 TO BRIDGE CREDIT AGREEMENT AND WAIVER
AMENDMENT NO. 2 TO CREDIT AGREEMENT AND WAIVER and AMENDMENT NO. 1
TO BRIDGE CREDIT AGREEMENT AND WAIVER (this "Amendment") dated as of July 30,
1996 among PERINI CORPORATION (the "Borrower"), the banks listed on the
signature pages hereof, each in its capacity as a "Bank" under the Credit
Agreement referenced below (collectively, the "Banks") and in its capacity as a
"Bridge Bank" under the Bridge Credit Agreement referenced below (collectively,
the "Bridge Banks"), and XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Agent
(the "Agent").
W I T N E S S E T H :
WHEREAS, the Borrower, the Banks and the Agent are parties to a
Credit Agreement dated as of December 6, 1994 (as heretofore amended, the
"Credit Agreement");
WHEREAS, the Borrower, the Bridge Banks and the Agent are parties
to a Bridge Credit Agreement dated as of February 26, 1996 (the "Bridge Credit
Agreement"); and
WHEREAS, at the request of the Borrower, the Banks, the Bridge
Banks and the Agent have agreed to amend certain provisions of the Credit
Agreement and the Bridge Credit Agreement and to waive certain Events of Default
under the Credit Agreement and certain Events of Default under the Bridge Credit
Agreement, in each case under the terms and conditions set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Definitions; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Credit Agreement or the
Bridge Credit Agreement shall have the meaning assigned to such term in the
Credit Agreement or the Bridge Credit Agreement, as the case may be. Each
reference to "hereof", "hereunder", "herein" and "hereby" and each other similar
reference and each reference to "this Agreement" and each other similar
reference contained in the Credit Agreement or the Bridge Credit Agreement, as
the case may be, shall from and after
27009/007/AMEND.96/amend.2
the date hereof refer to the Credit Agreement or the Bridge Credit Agreement, as
the case may be, as amended hereby.
2. Amendment to definition of Bridge Termination
Date. The definition of "Bridge Termination Date" contained
in Section 1.01 of the Bridge Credit Agreement is amended
and restated in its entirety as follows:
"Bridge Termination Date" means September 30, 1996.
3. Amendment of Debt Covenants Contained in the Credit Agreement
and Bridge Credit Agreement. Section 5.08(b) of the Credit Agreement and Section
5.08(b) of the Bridge Credit Agreement are amended, in each case by:
(a) renumbering the existing clause (v) therein as clause (vi),
and changing the reference to "clauses (i) through (iv)" in such renumbered
clause (vi) to "clauses (i) though (v)"; and
(b) adding a new clause (v) immediately after clause (iv) therein
as follows:
(v) Debt of Perini Resorts, Inc. to Glenco Squaw
Associates, a California limited partnership, evidenced by the
promissory note dated July 1, 1996, in the original principal
amount of $2,300,000 and bearing interest at 8%, issued as
described in Section 5.15 hereof.
4. Amendment of Negative Pledge Covenants Contained in the Credit
Agreement and Bridge Credit Agreement. Section 5.11 of the Credit Agreement and
Section 5.11 of the Bridge Credit Agreement are amended, in each case by:
(a) deleting the word "and" after the semi-colon following clause
(j) thereof; and
(b) inserting a semi-colon, the word "and" and the following new
clause (l) immediately before the final period thereof:
(l) Liens granted by Perini Resorts, Inc. to Glenco Squaw
Associates in the proceeds of its right to receive distributions
from Glenco-Perini- HCV Partners, a California limited
partnership, as its distributive share of principal and interest
payments on the "GPH Loan", which Liens have been granted pursuant
to a Security Agreement dated
27009/007/AMEND.96/amend.2
2
July 1, 1996 and which Liens secure the Debt described in clause
(v) of Section 5.08(b).
5. Amendment of Covenants Restricting Real Estate Investments
Contained in the Credit Agreement and Bridge Credit Agreement. Section 5.15 of
the Credit Agreement and Section 5.15 of the Bridge Credit Agreement are
amended, in each case, by inserting a semi-colon and the following proviso at
the end of the first sentence thereof:
provided that in addition to Real Estate Investments permitted by the
foregoing formula, Perini Resorts, Inc. may purchase from Glenco Squaw
Associates its 40% limited partnership interest in Glenco-Perini-HCV
Partners, a California limited partnership, for a purchase price consisting
of a $700,000 cash payment and a $2,300,000 promissory note, pursuant to
the Agreement for Assignment of Limited Partnership Interest dated as of
June 27, 1996.
6. Waiver of Certain Events of Default. The Banks hereby waive the
Events of Default arising under Sections 5.01(f), 5.08(b), 5.11, 5.15 and 5.16
of the Credit Agreement and the Bridge Banks hereby waive the Events of Default
arising under Sections 5.01(f), 5.08(b), 5.11, 5.15 and 5.16 of the Bridge
Credit Agreement which arose prior to the date hereof due to any of the
following:
(a) Perini Resorts, Inc.'s incurring the Debt described above in
Section 3 of this Amendment;
(b) Perini Resorts, Inc.'s granting the Liens described above in
Section 4 of this Amendment;
(c) Perini Resorts, Inc.'s making the Real Estate Investment
described above in Section 5 of this Amendment; and
(d) the Borrower's failing to deliver notice of such Events of
Defaults (and related Defaults).
7. Agreement to Provide Business Plan. The Borrower agrees to
provide to each Bank and to each Bridge Bank, by no later than August 31, 1996,
an operating plan and financial forecast detailing the projected operations and
financial performance for the Borrower and its Consolidated Subsidiaries
(including a breakdown for each operating division) through December 31, 1998,
in a form acceptable to the Required Banks under the Credit Agreement and the
Required Banks under the Bridge Credit Agreement.
27009/007/AMEND.96/amend.2
3
8. Extension Fee. The Borrower agrees to pay to the Agent, for the
account of each Bridge Bank (other than Xxxxxx Guaranty Trust Company of New
York ("Xxxxxx")) in proportion to its Bridge Commitment, an extension fee equal
to 1.00% of the excess of the aggregate amount of all Bridge Commitments over
the amount of Xxxxxx'x Bridge Commitment.
9. Representations and Warranties Correct; No Default. The
Borrower represents and warrants that on and as of the date hereof, after giving
effect to this Amendment, (a) the representations and warranties of each Obligor
contained in each Financing Document, as amended, to which it is a party are
true and (b) no Default under the Credit Agreement and no Default under the
Bridge Credit Agreement exists.
10. Effect of Amendments and Waivers. Except as expressly set
forth herein, the amendments and waivers contained herein shall not constitute
an amendment or waiver of any term or condition of the Credit Agreement, the
Bridge Credit Agreement or any other Financing Documents, and all such terms and
conditions shall remain in full force and effect and are hereby ratified and
confirmed in all respects.
11. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
12. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
13. Effectiveness. This Amendment shall become effective as of the
date hereof when the following conditions shall have been satisfied:
(a) the Agent shall have received duly executed counterparts
hereof signed by the Borrower, the Required Banks (as defined in the Credit
Agreement), the Required Banks (as defined in Bridge Credit Agreement) and each
Subsidiary Guarantor (or, in the case of any party as to which an executed
counterpart shall not have been received, the Agent shall have received
telegraphic, telex or other written confirmation from such party of execution of
a counterpart hereof by such party);
(b) the Agent shall have received, for the account of each Lender,
the extension fee required to be paid under Section 8 of this Amendment;
27009/007/AMEND.96/amend.2
4
(c) the Borrower shall have paid all amounts which it is required
to pay pursuant to Section 9.03 of the Credit Agreement or Section 8.03 of the
Bridge Credit Agreement, and for which a statement shall have been delivered to
the Borrower and the Agent on or prior to July 30, 1996;
(d) the Agent shall have received a copy of the resolutions of the
Board of Directors of the Borrower and each Subsidiary Guarantor authorizing the
execution, delivery and performance of this Amendment, satisfactory in form and
substance to the Agent; and
(e) the Agent shall have received a copy of the certificates of
the Secretary or an Assistant Secretary of the Borrower and each Subsidiary
Guarantor certifying the names and true signatures of the officers of the
Borrower and each Subsidiary Guarantor who shall be authorized to sign this
Amendment, satisfactory in form and substance to the Agent.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed by their respective authorized officers as of the date first
above written.
PERINI CORPORATION
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
27009/007/AMEND.96/amend.2
5
Each of the undersigned banks is
signing this Amendment No. 2 to
Credit Agreement and Waiver and
Amendment No. 1 to Bridge Credit
Agreement and Waiver in its capacity
as a "Bank" under the Credit
Agreement referenced above and as a
"Bridge Bank" under the Bridge
Credit Agreement referenced above:
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By: _____________________________
Name:
Title:
FLEET NATIONAL BANK OF MASSACHUSETTS
(f/k/a SHAWMUT BANK, N.A.)
By: _____________________________
Name:
Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: _____________________________
Name:
Title:
BAYBANK, N.A.,
By: _____________________________
Name:
Title:
27009/007/AMEND.96/amend.2
6
COMERICA BANK
By: _____________________________
Name:
Title:
XXXXXX TRUST & SAVINGS BANK
By: _____________________________
Name:
Title:
STATE STREET BANK AND TRUST COMPANY
By: _____________________________
Name:
Title:
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, as Agent
By: _____________________________
Name:
Title:
Each of the undersigned Subsidiary Guaras
consents to the foregoing Amendment:
27009/007/AMEND.96/amend.2
7
PERINI BUILDING COMPANY, INC.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
PERINI INTERNATIONAL CORPORATION
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
PERINI LAND AND DEVELOPMENT COMPANY, INC.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
27009/007/AMEND.96/amend.2
8
R. E. XXXXXX & CO.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
PARAMOUNT DEVELOPMENT ASSOCIATES, INC.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
PERINI ENVIRONMENTAL SERVICES, INC.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
27009/007/AMEND.96/amend.2
9
PERINI RESORTS, INC.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
27009/007/AMEND.96/amend.2
10
[EXECUTION COPY]
AMENDMENT NO. 2 TO BRIDGE CREDIT AGREEMENT
AND WAIVERS UNDER
CREDIT AGREEMENT AND BRIDGE CREDIT AGREEMENT
AMENDMENT NO. 2 TO BRIDGE CREDIT AGREEMENT AND WAIVERS UNDER
CREDIT AGREEMENT AND BRIDGE CREDIT AGREEMENT (this "Amendment") dated as of
September 30, 1996 among PERINI CORPORATION (the "Borrower"), the banks listed
on the signature pages hereof, each in its capacity as a "Bank" under the Credit
Agreement referenced below
(collectively, the "Banks") and in its capacity as a "Bridge Bank" under the
Bridge Credit Agreement referenced below (collectively, the "Bridge Banks"), and
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "Agent").
W I T N E S S E T H :
WHEREAS, the Borrower, the Banks and the Agent are parties to a
Credit Agreement dated as of December 6, 1994 (as heretofore amended, the
"Credit Agreement");
WHEREAS, the Borrower, the Bridge Banks and the Agent are parties
to a Bridge Credit Agreement dated as of February 26, 1996 (the "Bridge Credit
Agreement"); and
WHEREAS, at the request of the Borrower, the Banks, the Bridge
Banks and the Agent have agreed to amend the definition of "Bridge Termination
Date" in the Bridge Credit Agreement and to waive certain Events of Default
under the Credit Agreement and certain Events of Default under the Bridge Credit
Agreement, in each case under the terms and conditions set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Definitions; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Credit Agreement or the
Bridge Credit Agreement shall have the meaning assigned to such term in the
Credit Agreement or the Bridge Credit Agreement, as the case may be. Each
reference to "hereof", "hereunder", "herein" and "hereby" and each other similar
reference and each reference to "this Agreement" and each other similar
reference contained in the
27009/007/AMEND.96/bridge.amend.2
Credit Agreement or the Bridge Credit Agreement, as the case may be, shall from
and after the date hereof refer to the Credit Agreement or the Bridge Credit
Agreement, as the case may be, as amended hereby.
2. Amendment to definition of Bridge Termination Date. The
definition of "Bridge Termination Date" contained in Section 1.01 of the Bridge
Credit Agreement is amended and restated in its entirety as follows:
"Bridge Termination Date" means the date that is the earliest to
occur of the following:
(a) October 2, 1996;
(b) the date, if any, when (i) the Stock Purchase and Sale
Agreement dated as of July 24, 1996 (the "Stock Purchase
Agreement") among Xxxxxxx X. Xxxx & Associates, L.P. ("RCBA"), PB
Capital Partners, L.P. (the "Purchaser") and the Borrower shall
terminate or (ii) RCBA or the Purchaser shall otherwise take any
action, or fail to take any action, which action or failure to
take any action indicates an intention not to make at least a
$30,000,000 equity investment in the Borrower in accordance with
the Stock Purchase Agreement; and
(c) the date, if any, when the Bridge Commitments shall
terminate and the Bridge Notes shall become immediately due and
payable pursuant to Section 6.01 of the Bridge Credit Agreement.
3. Waiver of Certain Events of Default. Solely for the period from
the date hereof until the Bridge Termination Date, the Banks and the Bridge
Banks hereby waive (i) the Defaults (including notice thereof) arising under the
Credit Agreement and the Bridge Credit Agreement solely as a result of the fact
that the cumulative amount of Net Real Estate Investments since January 1, 1996
shall exceed the limitations thereon contained in Section 5.15 of the Credit
Agreement and Section 5.15 of the Bridge Credit Agreement and (ii) the
conditions to borrowing set forth in Section 3.02(c) of the Credit Agreement and
Section 3.02(c) of the Bridge Credit Agreement solely with respect to such
Defaults.
4. Representations and Warranties Correct; No Default. The
Borrower represents and warrants that on and as of the date hereof, after giving
effect to this Amendment, (a) the representations and warranties of each Obligor
contained in each Financing Document, as amended, to which it is a party are
true and (b) no Default under the Credit Agreement and no Default under the
Bridge Credit Agreement exists.
27009/007/AMEND.96/bridge.amend.2
2
5. Effect of Amendments and Waivers. Except as expressly set forth
herein, the amendments and waivers contained herein shall not constitute an
amendment or waiver of any term or condition of the Credit Agreement, the Bridge
Credit Agreement or any other Financing Documents, and all such terms and
conditions shall remain in full force and effect and are hereby ratified and
confirmed in all respects.
6. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
7. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
8. Effectiveness. This Amendment shall become effective as of the
date hereof when the following conditions shall have been satisfied:
(a) the Agent shall have received duly executed counterparts
hereof signed by the Borrower, each of the Banks and Bridge Banks and each
Subsidiary Guarantor (or, in the case of any party as to which an executed
counterpart shall not have been received, the Agent shall have received
telegraphic, telex or other written confirmation from such party of
execution of a counterpart hereof by such party);
(b) the Borrower shall have paid all amounts which it is required
to pay pursuant to Section 9.03 of the Credit Agreement or Section 8.03 of
the Bridge Credit Agreement, and for which a statement shall have been
delivered to the Borrower and the Agent on or prior to September 27, 1996;
and
(e) the Agent shall have received a copy of the resolutions of the
Board of Directors of the Borrower authorizing the execution, delivery and
performance of the Stock Purchase Agreement and approving a proposed
restructuring of the Borrower's obligations under the Credit Agreement and
Bridge Credit Agreement in accordance with the draft "Summary of Terms and
Conditions" dated September 26, 1996.
27009/007/AMEND.96/bridge.amend.2
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed by their respective authorized officers as of the date first
above written.
PERINI CORPORATION
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
Each of the undersigned banks is
signing this Amendment No. 2 to
Bridge Credit Agreement and Waivers
Under Credit Agreement and Bridge
Credit Agreement in its capacity as
a "Bank" under the Credit Agreement
referenced above and as a "Bridge
Bank" under the Bridge Credit
Agreement referenced above:
XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK
By: ___________________________
Name:
Title:
FLEET NATIONAL BANK (f/k/a FLEET
NATIONAL BANK OF MASSACHUSETTS,
N.A.; f/k/a SHAWMUT BANK, N.A.)
By: ___________________________
Name:
Title:
27009/007/AMEND.96/bridge.amend.2
4
FLEET NATIONAL BANK (f/k/a FLEET
NATIONAL BANK OF MASSACHUSETTS, N.A.)
By: _____________________________
Name:
Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: _____________________________
Name:
Title:
THE FIRST NATIONAL BANK OF BOSTON
By: _____________________________
Name:
Title:
COMERICA BANK
By: _____________________________
Name:
Title:
XXXXXX TRUST & SAVINGS BANK
By: _____________________________
Name:
Title:
27009/007/AMEND.96/bridge.amend.2
0
XXXXX XXXXXX BANK AND TRUST COMPANY
By: _____________________________
Name:
Title:
XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK, as Agent
By: _____________________________
Name:
Title:
Each of the undersigned Subsidiary Guarantors
consents to the foregoing Amendment:
PERINI BUILDING COMPANY, INC.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
27009/007/AMEND.96/bridge.amend.2
6
PERINI INTERNATIONAL CORPORATION
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
PERINI LAND AND DEVELOPMENT COMPANY, INC.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
R. E. XXXXXX & CO.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
27009/007/AMEND.96/bridge.amend.2
7
PARAMOUNT DEVELOPMENT ASSOCIATES, INC.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
PERINI ENVIRONMENTAL SERVICES, INC.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
PERINI RESORTS, INC.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
27009/007/AMEND.96/bridge.amend.2
8
[EXECUTION COPY]
AMENDMENT NO. 3 TO BRIDGE CREDIT AGREEMENT
AND WAIVERS UNDER
CREDIT AGREEMENT AND BRIDGE CREDIT AGREEMENT
AMENDMENT NO. 3 TO BRIDGE CREDIT AGREEMENT AND WAIVERS UNDER
CREDIT AGREEMENT AND BRIDGE CREDIT AGREEMENT (this "Amendment") dated as of
October 2, 1996 among PERINI CORPORATION (the "Borrower"), the banks listed on
the signature pages hereof, each in its capacity as a "Bank" under the Credit
Agreement referenced below
(collectively, the "Banks") and in its capacity as a "Bridge Bank" under the
Bridge Credit Agreement referenced below (collectively, the "Bridge Banks"), and
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "Agent").
W I T N E S S E T H :
WHEREAS, the Borrower, the Banks and the Agent are parties to a
Credit Agreement dated as of December 6, 1994 (as heretofore amended, the
"Credit Agreement");
WHEREAS, the Borrower, the Bridge Banks and the Agent are parties
to a Bridge Credit Agreement dated as of February 26, 1996 (the "Bridge Credit
Agreement"); and
WHEREAS, at the request of the Borrower, the Banks, the Bridge
Banks and the Agent have agreed to amend the definition of "Bridge Termination
Date" in the Bridge Credit Agreement and to waive certain Events of Default
under the Credit Agreement and certain Events of Default under the Bridge Credit
Agreement, in each case under the terms and conditions set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Definitions; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Credit Agreement or the
Bridge Credit Agreement shall have the meaning assigned to such term in the
Credit Agreement or the Bridge Credit Agreement, as the case may be. Each
reference to "hereof", "hereunder", "herein" and "hereby" and each other similar
reference and each reference to "this Agreement" and each other similar
reference contained in the
27009/007/AMEND.96/amend.3
Credit Agreement or the Bridge Credit Agreement, as the case may be, shall from
and after the date hereof refer to the Credit Agreement or the Bridge Credit
Agreement, as the case may be, as amended hereby.
2. Amendment to definition of Bridge Termination Date. The
definition of "Bridge Termination Date" contained in Section 1.01 of the Bridge
Credit Agreement is amended and restated in its entirety as follows:
"Bridge Termination Date" means the date that is the earliest to
occur of the following:
(a) November 22, 1996;
(b) the date, if any, when (i) the Stock Purchase and Sale
Agreement dated as of July 24, 1996 (the "Stock Purchase
Agreement") among Xxxxxxx X. Xxxx & Associates, L.P. ("RCBA"), PB
Capital Partners, L.P. (the "Purchaser") and the Borrower shall
terminate or (ii) RCBA or the Purchaser shall otherwise take any
action, or fail to take any action, which action or failure to
take any action indicates an intention not to make at least a
$30,000,000 equity investment in the Borrower in accordance with
the Stock Purchase Agreement;
(c) October 15, 1996, unless on or before such date the
Agent shall have received a letter from RCBA stating that RCBA and
the Purchaser have completed their review and due diligence
investigations with respect to the business, operations, affairs,
prospects, properties, assets, existing and potential liabilities,
obligations, profits and condition (financial or otherwise) of the
Borrower and its Subsidiaries and that each of RCBA and the
Purchaser is fully satisfied with the results thereof;
(d) November 1, 1996, unless on or before such date a
proxy statement soliciting consents from the shareholders of the
Borrower to the sale of shares of Series B Cumulative Convertible
Preferred Stock to the Purchaser in accordance with the Stock
Purchase Agreement shall have been sent to such shareholders, in
compliance with the Securities Exchange Act of 1934, the rules and
regulations promulgated thereunder and other applicable law;
(e) the date, if any, when the aggregate cumulative amount
of Real Estate Investments made at any time during the period
beginning October 1, 1996 and ending on such date shall exceed
$1,500,000; and
27009/007/AMEND.96/amend.3 [EXECUTION COPY]
2
(f) the date, if any, when the Bridge Commitments shall
terminate and the Bridge Notes shall become immediately due and
payable pursuant to Section 6.01 of the Bridge Credit Agreement.
3. Waiver of Certain Events of Default. Subject to clause (e) of
the definition of "Bridge Termination Date" as modified by paragraph 2 of this
Amendment, solely for the period from the date hereof until the Bridge
Termination Date, the Banks and the Bridge Banks hereby waive (i) the Defaults
(including notice thereof) arising under the Credit Agreement and the Bridge
Credit Agreement solely as a result of the fact that the cumulative amount of
Net Real Estate Investments since January 1, 1996 shall exceed the limitations
thereon contained in Section 5.15 of the Credit Agreement and Section 5.15 of
the Bridge Credit Agreement and (ii) the conditions to borrowing set forth in
Section 3.02(c) of the Credit Agreement and Section 3.02(c) of the Bridge Credit
Agreement solely with respect to such Defaults.
4. Representations and Warranties Correct; No Default. The
Borrower represents and warrants that on and as of the date hereof, after giving
effect to this Amendment, (a) the representations and warranties of each Obligor
contained in each Financing Document, as amended, to which it is a party are
true and (b) no Default under the Credit Agreement and no Default under the
Bridge Credit Agreement exists.
5. Effect of Amendments and Waivers. Except as expressly set forth
herein, the amendments and waivers contained herein shall not constitute an
amendment or waiver of any term or condition of the Credit Agreement, the Bridge
Credit Agreement or any other Financing Documents, and all such terms and
conditions shall remain in full force and effect and are hereby ratified and
confirmed in all respects.
6. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
7. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
8. Effectiveness. This Amendment shall become effective as of the
date hereof when the following conditions shall have been satisfied:
(a) the Agent shall have received duly executed counterparts
hereof signed by the Borrower, each of the Banks and Bridge Banks and each
Subsidiary Guarantor (or, in the case of any party as to which an executed
counterpart shall not have been received, the Agent shall have received
27009/007/AMEND.96/amend.3
3
telegraphic, telex or other written confirmation from such party
of execution of a counterpart hereof by such party);
(b) the Borrower shall have paid all amounts which it is required
to pay pursuant to Section 9.03 of the Credit Agreement or Section 8.03 of
the Bridge Credit Agreement, and for which a statement shall have been
delivered to the Borrower and the Agent on or prior to September 27, 1996;
(c) the Agent shall have received a copy of the resolutions of the
Board of Directors of the Borrower and each Subsidiary Guarantor
authorizing the execution, delivery and performance of this Amendment,
satisfactory in form and substance to the Agent;
(d) the Agent shall have received a copy of the certificates of
the Secretary or an Assistant Secretary of the Borrower and each Subsidiary
Guarantor certifying the names and true signatures of the officers of the
Borrower and each Subsidiary Guarantor who shall be authorized to sign this
Amendment, satisfactory in form and substance to the Agent; and
(e) the Agent shall have received a copy of the resolutions of the
Board of Directors of the Borrower authorizing the execution, delivery and
performance of the Stock Purchase Agreement and approving a proposed
restructuring of the Borrower's obligations under the Credit Agreement and
Bridge Credit Agreement in accordance with the draft "Summary of Terms and
Conditions" dated September 26, 1996.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed by their respective authorized officers as of the date first
above written.
PERINI CORPORATION
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
27009/007/AMEND.96/amend.3
4
Each of the undersigned banks is
signing this Amendment No. 3 to
Bridge Credit Agreement and Waivers
Under Credit Agreement and Bridge
Credit Agreement in its capacity as
a "Bank" under the Credit Agreement
referenced above and as a "Bridge
Bank" under the Bridge Credit
Agreement referenced above:
XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK
By: _____________________________
Name:
Title:
FLEET NATIONAL BANK (f/k/a FLEET
NATIONAL BANK OF MASSACHUSETTS,
N.A.; f/k/a SHAWMUT BANK, N.A.)
By: _____________________________
Name:
Title:
FLEET NATIONAL BANK (f/k/a FLEET
NATIONAL BANK OF MASSACHUSETTS, N.A.)
By: _____________________________
Name:
Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: _____________________________
Name:
Title:
27009/007/AMEND.96/amend.3
5
THE FIRST NATIONAL BANK OF BOSTON
By: _____________________________
Name:
Title:
COMERICA BANK
By: _____________________________
Name:
Title:
XXXXXX TRUST & SAVINGS BANK
By: _____________________________
Name:
Title:
STATE STREET BANK AND TRUST COMPANY
By: _____________________________
Name:
Title:
XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK, as Agent
By: _____________________________
Name:
Title:
27009/007/AMEND.96/amend.3
6
Each of the undersigned Subsidiary Guarantors
consents to the foregoing Amendment:
PERINI BUILDING COMPANY, INC.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
PERINI INTERNATIONAL CORPORATION
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
PERINI LAND AND DEVELOPMENT COMPANY, INC.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
27009/007/AMEND.96/amend.3
7
R. E. XXXXXX & CO.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
PARAMOUNT DEVELOPMENT ASSOCIATES, INC.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
PERINI ENVIRONMENTAL SERVICES, INC.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
27009/007/AMEND.96/amend.3
8
PERINI RESORTS, INC.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
27009/007/AMEND.96/amend.3
9
[EXECUTION COPY]
AMENDMENT NO. 4 TO BRIDGE CREDIT AGREEMENT
AMENDMENT NO. 4 TO BRIDGE CREDIT AGREEMENT (this "Amendment")
dated as of October 15, 1996 among PERINI CORPORATION (the "Borrower"), the
banks listed on the signature pages hereof (collectively, the "Bridge Banks")
and XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "Agent").
W I T N E S S E T H :
WHEREAS, the Borrower, the Bridge Banks and the Agent are parties
to a Bridge Credit Agreement dated as of February 26, 1996 (as amended, the
"Bridge Credit Agreement"); and
WHEREAS, at the request of the Borrower, the Bridge Banks and the
Agent have agreed to amend the definition of "Bridge Termination Date" in the
Bridge Credit Agreement as set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Definitions; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Bridge Credit Agreement
shall have the meaning assigned to such term in the Bridge Credit Agreement, as
the case may be. Each reference to "hereof", "hereunder", "herein" and "hereby"
and each other similar reference and each reference to "this Agreement" and each
other similar reference contained in the Bridge Credit Agreement shall from and
after the date hereof refer to the Bridge Credit Agreement as amended hereby.
2. Amendment to definition of Bridge Termination Date. Clause (c)
of the definition of "Bridge Termination Date" contained in Section 1.01 of the
Bridge Credit Agreement is amended by changing the date referred to therein from
"October 15, 1996" to "October 21, 1996".
3. Representations and Warranties Correct; No Default. The
Borrower represents and warrants that on and as of the date hereof, after giving
effect to this Amendment, (a) the representations and warranties of each Obligor
contained in each Financing Document, as amended, to which it is a party are
true and (b) no
27009/007/AMEND.96/amend.4
Default under the Credit Agreement and no Default under the Bridge Credit
Agreement exists.
4. Effect of Amendment. Except as expressly set forth herein, the
amendments and waivers contained herein shall not constitute an amendment or
waiver of any term or condition of the Credit Agreement, the Bridge Credit
Agreement or any other Financing Documents, and all such terms and conditions
shall remain in full force and effect and are hereby ratified and confirmed in
all respects.
5. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
6. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
7. Effectiveness. This Amendment shall become effective as of the
date hereof when the Agent shall have received duly executed counterparts hereof
signed by the Borrower, each of the Bridge Banks and each Subsidiary Guarantor
(or, in the case of any party as to which an executed counterpart shall not have
been received, the Agent shall have received telegraphic, telex or other written
confirmation from such party of execution of a counterpart hereof by such
party).
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed by their respective authorized officers as of the date first
above written.
PERINI CORPORATION
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
27009/007/AMEND.96/amend.4
2
XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK
By: _____________________________
Name:
Title:
FLEET NATIONAL BANK
By: _____________________________
Name:
Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: _____________________________
Name:
Title:
BAYBANK, N.A.
By: _____________________________
Name:
Title:
27009/007/AMEND.96/amend.4
3
COMERICA BANK
By: _____________________________
Name:
Title:
XXXXXX TRUST & SAVINGS BANK
By: _____________________________
Name:
Title:
STATE STREET BANK AND TRUST COMPANY
By: _____________________________
Name:
Title:
XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK, as Agent
By: _____________________________
Name:
Title:
27009/007/AMEND.96/amend.4
4
Each of the undersigned Subsidiary Guarantors
consents to the foregoing Amendment:
PERINI BUILDING COMPANY, INC.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
PERINI INTERNATIONAL CORPORATION
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
PERINI LAND AND DEVELOPMENT COMPANY, INC.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
27009/007/AMEND.96/amend.4
5
R. E. XXXXXX & CO.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
PARAMOUNT DEVELOPMENT ASSOCIATES, INC.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
PERINI ENVIRONMENTAL SERVICES, INC.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
27009/007/AMEND.96/amend.4
6
PERINI RESORTS, INC.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
27009/007/AMEND.96/amend.4
7
[EXECUTION COPY]
AMENDMENT NO. 5 TO BRIDGE CREDIT AGREEMENT
AMENDMENT NO. 5 TO BRIDGE CREDIT AGREEMENT (this "Amendment")
dated as of October 21, 1996 among PERINI CORPORATION (the "Borrower"), the
banks listed on the signature pages hereof (collectively, the "Bridge Banks")
and XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "Agent").
W I T N E S S E T H :
WHEREAS, the Borrower, the Bridge Banks and the Agent are parties
to a Bridge Credit Agreement dated as of February 26, 1996 (as amended, the
"Bridge Credit Agreement"); and
WHEREAS, at the request of the Borrower, the Bridge Banks and the
Agent have agreed to amend the definition of "Bridge Termination Date" in the
Bridge Credit Agreement as set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Definitions; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Bridge Credit Agreement
shall have the meaning assigned to such term in the Bridge Credit Agreement, as
the case may be. Each reference to "hereof", "hereunder", "herein" and "hereby"
and each other similar reference and each reference to "this Agreement" and each
other similar reference contained in the Bridge Credit Agreement shall from and
after the date hereof refer to the Bridge Credit Agreement as amended hereby.
2. Amendment to definition of Bridge Termination Date. Clause (c)
of the definition of "Bridge Termination Date" contained in Section 1.01 of the
Bridge Credit Agreement is amended by changing the date referred to therein from
"October 21, 1996" to "October 24, 1996".
3. Representations and Warranties Correct; No Default. The
Borrower represents and warrants that on and as of the date hereof, after giving
effect to this Amendment, (a) the representations and warranties of each Obligor
contained in each Financing Document, as amended, to which it is a party are
true and (b) no
27009/007/AMEND.96/amend.5
Default under the Credit Agreement and no Default under the Bridge Credit
Agreement exists.
4. Effect of Amendment. Except as expressly set forth herein, the
amendments and waivers contained herein shall not constitute an amendment or
waiver of any term or condition of the Credit Agreement, the Bridge Credit
Agreement or any other Financing Documents, and all such terms and conditions
shall remain in full force and effect and are hereby ratified and confirmed in
all respects.
5. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
6. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
7. Effectiveness. This Amendment shall become effective as of the
date hereof when the Agent shall have received duly executed counterparts hereof
signed by the Borrower, each of the Bridge Banks and each Subsidiary Guarantor
(or, in the case of any party as to which an executed counterpart shall not have
been received, the Agent shall have received telegraphic, telex or other written
confirmation from such party of execution of a counterpart hereof by such
party).
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed by their respective authorized officers as of the date first
above written.
PERINI CORPORATION
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
27009/007/AMEND.96/amend.5
2
XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK
By: _____________________________
Name:
Title:
FLEET NATIONAL BANK
By: _____________________________
Name:
Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: _____________________________
Name:
Title:
BAYBANK, N.A.
By: _____________________________
Name:
Title:
COMERICA BANK
By: _____________________________
Name:
Title:
27009/007/AMEND.96/amend.5
3
XXXXXX TRUST & SAVINGS BANK
By: _____________________________
Name:
Title:
STATE STREET BANK AND TRUST COMPANY
By: _____________________________
Name:
Title:
XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK, as Agent
By: _____________________________
Name:
Title:
Each of the undersigned Subsidiary Guarantors
consents to the foregoing Amendment:
PERINI BUILDING COMPANY, INC.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
27009/007/AMEND.96/amend.5
4
PERINI INTERNATIONAL CORPORATION
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
PERINI LAND AND DEVELOPMENT COMPANY, INC.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
R. E. XXXXXX & CO.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
27009/007/AMEND.96/amend.5
5
PARAMOUNT DEVELOPMENT ASSOCIATES, INC.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
PERINI ENVIRONMENTAL SERVICES, INC.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
PERINI RESORTS, INC.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
27009/007/AMEND.96/amend.5
6
[EXECUTION COPY]
AMENDMENT NO. 6 TO BRIDGE CREDIT AGREEMENT
AMENDMENT NO. 6 TO BRIDGE CREDIT AGREEMENT (this "Amendment")
dated as of October 24, 1996 among PERINI CORPORATION (the "Borrower"), the
banks listed on the signature pages hereof (collectively, the "Bridge Banks")
and XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "Agent").
W I T N E S S E T H :
WHEREAS, the Borrower, the Bridge Banks and the Agent are parties
to a Bridge Credit Agreement dated as of February 26, 1996 (as amended, the
"Bridge Credit Agreement"); and
WHEREAS, at the request of the Borrower, the Bridge Banks and the
Agent have agreed to amend the definition of "Bridge Termination Date" in the
Bridge Credit Agreement as set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Definitions; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Bridge Credit Agreement
shall have the meaning assigned to such term in the Bridge Credit Agreement, as
the case may be. Each reference to "hereof", "hereunder", "herein" and "hereby"
and each other similar reference and each reference to "this Agreement" and each
other similar reference contained in the Bridge Credit Agreement shall from and
after the date hereof refer to the Bridge Credit Agreement as amended hereby.
2. Amendment to definition of Bridge Termination Date. Clause (c)
of the definition of "Bridge Termination Date" contained in Section 1.01 of the
Bridge Credit Agreement is amended by changing the date referred to therein from
"October 24, 1996" to "October 29, 1996".
3. Representations and Warranties Correct; No Default. The
Borrower represents and warrants that on and as of the date hereof, after giving
effect to this Amendment, (a) the representations and warranties of each Obligor
contained in each Financing Document, as amended, to which it is a party are
true and (b) no
27009/007/AMEND.96/amend.6
Default under the Credit Agreement and no Default under the Bridge Credit
Agreement exists.
4. Effect of Amendment. Except as expressly set forth herein, the
amendments and waivers contained herein shall not constitute an amendment or
waiver of any term or condition of the Credit Agreement, the Bridge Credit
Agreement or any other Financing Documents, and all such terms and conditions
shall remain in full force and effect and are hereby ratified and confirmed in
all respects.
5. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
6. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
7. Effectiveness. This Amendment shall become effective as of the
date hereof when the Agent shall have received duly executed counterparts hereof
signed by the Borrower, each of the Bridge Banks and each Subsidiary Guarantor
(or, in the case of any party as to which an executed counterpart shall not have
been received, the Agent shall have received telegraphic, telex or other written
confirmation from such party of execution of a counterpart hereof by such
party).
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed by their respective authorized officers as of the date first
above written.
PERINI CORPORATION
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
27009/007/AMEND.96/amend.6
2
XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK
By: _____________________________
Name:
Title:
FLEET NATIONAL BANK
By: _____________________________
Name:
Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: _____________________________
Name:
Title:
BAYBANK, N.A.
By: _____________________________
Name:
Title:
COMERICA BANK
By: _____________________________
Name:
Title:
27009/007/AMEND.96/amend.6
3
XXXXXX TRUST & SAVINGS BANK
By: _____________________________
Name:
Title:
STATE STREET BANK AND TRUST COMPANY
By: _____________________________
Name:
Title:
XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK, as Agent
By: _____________________________
Name:
Title:
Each of the undersigned Subsidiary Guarantors
consents to the foregoing Amendment:
PERINI BUILDING COMPANY, INC.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
27009/007/AMEND.96/amend.6
4
PERINI INTERNATIONAL CORPORATION
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
PERINI LAND AND DEVELOPMENT COMPANY, INC.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
R. E. XXXXXX & CO.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
27009/007/AMEND.96/amend.6
5
PARAMOUNT DEVELOPMENT ASSOCIATES, INC.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
PERINI ENVIRONMENTAL SERVICES, INC.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
PERINI RESORTS, INC.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
27009/007/AMEND.96/amend.6
6
[EXECUTION COPY]
AMENDMENT NO. 7 TO BRIDGE CREDIT AGREEMENT
AMENDMENT NO. 7 TO BRIDGE CREDIT AGREEMENT (this "Amendment")
dated as of November 1, 1996 among PERINI CORPORATION (the "Borrower"), the
banks listed on the signature pages hereof (collectively, the "Bridge Banks")
and XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "Agent").
W I T N E S S E T H :
WHEREAS, the Borrower, the Bridge Banks and the Agent are parties
to a Bridge Credit Agreement dated as of February 26, 1996 (as amended, the
"Bridge Credit Agreement"); and
WHEREAS, at the request of the Borrower, the Bridge Banks and the
Agent have agreed to amend the definition of "Bridge Termination Date" in the
Bridge Credit Agreement as set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Definitions; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Bridge Credit Agreement
shall have the meaning assigned to such term in the Bridge Credit Agreement, as
the case may be. Each reference to "hereof", "hereunder", "herein" and "hereby"
and each other similar reference and each reference to "this Agreement" and each
other similar reference contained in the Bridge Credit Agreement shall from and
after the date hereof refer to the Bridge Credit Agreement as amended hereby.
2. Amendment to definition of Bridge Termination Date. Clause (d)
of the definition of "Bridge Termination Date" contained in Section 1.01 of the
Bridge Credit Agreement is amended by changing the date referred to therein from
"November 1, 1996" to "November 6, 1996".
3. Representations and Warranties Correct; No Default. The
Borrower represents and warrants that on and as of the date hereof, after giving
effect to this Amendment, (a) the representations and warranties of each Obligor
contained in each Financing Document, as amended, to which it is a party are
true and (b) no
27009/007/AMEND.96/amend.7
Default under the Credit Agreement and no Default under the Bridge Credit
Agreement exists.
4. Effect of Amendment. Except as expressly set forth herein, the
amendments and waivers contained herein shall not constitute an amendment or
waiver of any term or condition of the Credit Agreement, the Bridge Credit
Agreement or any other Financing Documents, and all such terms and conditions
shall remain in full force and effect and are hereby ratified and confirmed in
all respects.
5. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
6. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
7. Effectiveness. This Amendment shall become effective as of the
date hereof when the Agent shall have received duly executed counterparts hereof
signed by the Borrower, each of the Bridge Banks and each Subsidiary Guarantor
(or, in the case of any party as to which an executed counterpart shall not have
been received, the Agent shall have received telegraphic, telex or other written
confirmation from such party of execution of a counterpart hereof by such
party).
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed by their respective authorized officers as of the date first
above written.
PERINI CORPORATION
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
27009/007/AMEND.96/amend.7
2
XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK
By: _____________________________
Name:
Title:
FLEET NATIONAL BANK
By: _____________________________
Name:
Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: _____________________________
Name:
Title:
BAYBANK, N.A.
By: _____________________________
Name:
Title:
COMERICA BANK
By: _____________________________
Name:
Title:
27009/007/AMEND.96/amend.7
3
XXXXXX TRUST & SAVINGS BANK
By: _____________________________
Name:
Title:
STATE STREET BANK AND TRUST COMPANY
By: _____________________________
Name:
Title:
XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK, as Agent
By: _____________________________
Name:
Title:
Each of the undersigned Subsidiary Guarantors
consents to the foregoing Amendment:
PERINI BUILDING COMPANY, INC.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
27009/007/AMEND.96/amend.7
4
PERINI INTERNATIONAL CORPORATION
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
PERINI LAND AND DEVELOPMENT COMPANY, INC.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
R. E. XXXXXX & CO.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
27009/007/AMEND.96/amend.7
5
PARAMOUNT DEVELOPMENT ASSOCIATES, INC.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
PERINI ENVIRONMENTAL SERVICES, INC.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
PERINI RESORTS, INC.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
27009/007/AMEND.96/amend.7
6
[EXECUTION COPY]
AMENDMENT NO. 8 TO BRIDGE CREDIT AGREEMENT
AND
AMENDMENT NO. 3 TO CREDIT AGREEMENT
AMENDMENT NO. 8 TO BRIDGE CREDIT AGREEMENT AND
AMENDMENT NO. 3 TO CREDIT AGREEMENT (this "Amendment") dated as of
November 4, 1996 among PERINI CORPORATION (the "Borrower"), the banks
listed on the signature pages hereof, each in its capacity as a "Bank" under the
Credit Agreement referenced below (collectively, the "Banks") and in its
capacity as a "Bridge Bank" under the Bridge Credit Agreement referenced below
(collectively, the "Bridge Banks"), and XXXXXX GUARANTY TRUST COMPANY OF NEW
YORK, as Agent (the "Agent").
W I T N E S S E T H :
WHEREAS, the Borrower, the Bridge Banks and the Agent are parties
to a Bridge Credit Agreement dated as of February 26, 1996 (as amended, the
"Bridge Credit Agreement");
WHEREAS, the Borrower, the Banks and the Agent are parties to a
Credit Agreement dated as of December 6, 1994 (as amended, the "Credit
Agreement"); and
WHEREAS, at the request of the Borrower, certain of the Bridge
Banks have agreed to increase their respective Bridge Commitments by an
aggregate $10,000,000, and all of the Bridge Banks, the Banks and the Agent have
agreed to amend certain provisions of the Bridge Credit Agreement and Credit
Agreement as set forth herein, subject to the terms and conditions set forth
herein;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreement
or the Bridge Credit Agreement shall have the meaning assigned to such term in
the Credit Agreement or the Bridge Credit Agreement, as the case may be. Each
reference to "hereof", "hereunder", "herein" and "hereby" and each other similar
reference and
27009/007/AMEND.96/amend.8
each reference to "this Agreement" and each other similar reference contained in
the Credit Agreement or Bridge Credit Agreement, as the case may be, shall from
and after the date hereof refer to the Bridge Credit Agreement, as the case may
be, as amended hereby.
SECTION 2. Amendments to Definitions. The definitions of the terms
"Available Bridge LC Amount," "Bridge Commitment," "Bridge Loan," "Bridge
Termination Date" and "Interest Period" contained in Section 1.01 of the Bridge
Credit Agreement are amended and restated in their entireties by the respective
definitions for such terms as set forth below, and Section 1.01 of the Bridge
Credit Agreement is further amended by inserting, in appropriate alphabetical
order, the additional definitions set forth below:
"Amendment No. 8 Effective Date" means the date when
Amendment No. 8 to Bridge Credit Agreement and Amendment No. 3 to
Credit Agreement shall become effective in accordance with its terms.
"Available Bridge LC Amount" means, at any time, zero.
"Bridge Commitment" means, with respect to each Bridge
Bank, the aggregate amount of such Bridge Bank's Bridge Revolving
Commitment and Bridge Term Commitment, as set forth below, as such amount
may be reduced from time to time pursuant to Section 2.09 or Section 2.10:
Bridge Bridge
Revolving Term Bridge
Bridge Banks Commitment Commitment Commitment
------------ ---------- ---------- ----------
Xxxxxx Guaranty Trust
Company of New York $3,096,000 $2,464,000 $5,560,000
Fleet National Bank 5,280,000 3,520,000 8,800,000
Bank of America National Trust
and Savings Association 2,184,000 1,456,000 3,640,000
BayBank, N.A. 1,440,000 960,000 2,400,000
Comerica Bank 1,200,000 800,000 2,000,000
Xxxxxx Trust & Savings Bank 1,200,000 800,000 2,000,000
State Street Bank and Trust
Company 600,000 - 0 - 600,000
------------ -------------- ------------
Totals $15,000,000 $10,000,000 $25,000,000
"Bridge Loan" means a Bridge Term Loan made by a
Bridge Bank pursuant to Section 2.01(a) or a Bridge Revolving Loan made
by a Bridge Bank pursuant to Section 2.01(b), as the context may
require.
"Bridge Revolving Commitment" means, with respect to
each Bridge Bank, the amount set forth under the heading "Bridge
Revolving
27009/007/AMEND.96/amend.8
2
Commitment" opposite the name of such Bridge Bank in the definition of
"Bridge Commitment," as such amount may be reduced from time to time
pursuant to Section 2.09 or 2.10.
"Bridge Revolving Loan" has the meaning set forth in
Section 2.01(b).
"Bridge Term Commitment" means, with respect to each
Bridge Bank, the amount set forth under the heading "Bridge Term
Commitment" opposite the name of such Bridge Bank in the definition of
"Bridge Commitment," as such amount may be reduced from time to time
pursuant to Section 2.09 or 2.10.
"Bridge Term Loan" has the meaning set forth in
Section 2.01(a).
"Bridge Termination Date" means the date that is
the earliest to occur of the following:
(a) January 31, 1997;
(b) the date, if any, when the Closing
(as defined in the Stock Purchase Agreement) shall occur;
(c) the date, if any, when the Bridge Commitments
shall terminate and the Bridge Notes shall become immediately
due and payable pursuant to Section 6.01 of the Bridge Credit
Agreement or when the Commitments under the Credit Agreement
shall terminate and the Notes issued thereunder shall become
immediately due and payable pursuant to Section 6.01 of the
Credit Agreement.
"Interest Period" means with respect to each Bridge
Borrowing, the period commencing on the date of such Bridge Borrowing
and ending on the Bridge Termination Date.
"Participation Agreement" means the Participation
Agreement dated as of November 4, 1996 among the Bridge Banks, the
Purchaser and the Agent, substantially in the form of Exhibit A.
"Purchaser" means PB Capital Partners, L.P.
"RCBA" means Xxxxxxx X. Xxxx & Associates, L.P.
27009/007/AMEND.96/amend.8
3
"Stock Purchase Agreement" means the Stock Purchase
and Sale Agreement dated as of July 24, 1996 among RCBA, the Purchaser
and the Borrower, as amended by letter agreements dated August 21,
1996, September 16, 1996 and September 30, 1996 and by the Second
Amendment to Stock Purchase Agreement dated as of a date on or about
November 4, 1996.
SECTION 3. Amendments to Provisions for Making Bridge Loans.
Section 2.01 of the Bridge Credit Agreement is amended and restated in its
entirety as follows:
SECTION 2.01. The Bridge Loans.
(a) On the Amendment No. 8 Effective Date, each
Bridge Bank with a Bridge Term Commitment severally agrees, on the
terms and conditions set forth in this Agreement, to make a single loan
to the Borrower in a principal amount equal to its Bridge Term
Commitment on such date (each such loan, a "Bridge Term Loan"). The
Bridge Term Loans are not revolving in nature and any amounts of such
Bridge Term Loans repaid or prepaid may not be reborrowed.
(b) From time to time prior to the Amendment No. 8
Effective Date, each Bridge Bank has made loans to the Borrower
pursuant to Section 2.01 of this Agreement as in effect prior to the
Amendment No. 8 Effective Date. From time to time on and after the
Amendment No. 8 Effective Date but prior to the Bridge Termination
Date, each Bridge Bank severally agrees, on the terms and conditions
set forth in this Agreement, to make loans to the Borrower (each such
loan and each other loan made pursuant to Section 2.01 of this
Agreement prior to the Amendment No. 8 Effective Date, a "Bridge
Revolving Loan") in amounts such that the outstanding principal amount
of such Bridge Bank's Bridge Revolving Loans shall not exceed, in the
aggregate at any time, the amount of its Bridge Revolving Commitment.
Each Bridge Borrowing under this Section 2.01(b) shall be in an
aggregate principal amount of $500,000 or any larger multiple thereof
(except that any such Bridge Borrowing may be in the aggregate amount
of the unused Bridge Revolving Commitments) and shall be made by the
several Bridge Banks ratably in proportion to their respective Bridge
Revolving Commitments. Within the foregoing limits, the Borrower may
borrow under this Section 2.01(b), repay, or to the extent permitted by
Section 2.10 or Section 2.11, prepay Bridge Revolving Loans and
reborrow under this Section 2.01(b) at any time prior to the Bridge
Termination Date.
27009/007/AMEND.96/amend.8
4
SECTION 4. Amendments to Interest Rate Provisions. Section
2.05 of the Bridge Credit Agreement is amended and restated in its entirety as
follows:
SECTION 2.05. Interest Rates. Each Bridge Loan shall
bear interest on the outstanding principal amount thereof, for each day
from the date such Bridge Loan is made until it becomes due, at a rate
per annum equal to the sum of the Base Rate for such day plus (i) 4% in
the case of any Bridge Term Loan, or (ii) 2% in the case of any Bridge
Revolving Loan. Interest on all Bridge Loans shall be payable on the
last Business Day of each month and on the Bridge Termination Date. Any
overdue principal of or interest on any Bridge Loan shall bear
interest, payable on demand, for each day until paid at a rate per
annum equal to the sum of 2% plus the rate otherwise applicable to such
Bridge Loan for such day.
SECTION 5. Amendments to Provisions for Mandatory Termination
or Reduction of Bridge Commitments. Subsections (c) and (d) of Section 2.10 of
the Bridge Credit Agreement are amended and restated in their entirety as
follows:
(c) Any reduction in the Bridge Commitments pursuant
to Section 2.10(b) shall be applied first to reduce the Bridge Term
Commitments and, when the Bridge Term Commitments shall have been
reduced to zero, then to reduce the Bridge Revolving Commitments. On
each day on which any Bridge Commitments are reduced pursuant to
Section 2.10(b), the Borrower shall repay such principal amount of each
Bridge Bank's outstanding Bridge Loans (together with accrued interest
thereon) as may be necessary so that after such repayment: (i) the
aggregate unpaid principal amount of such Bridge Bank's Bridge Term
Loans shall not exceed the amount of its Bridge Term Commitment after
giving effect to such reduction and (ii) the aggregate unpaid principal
amount of such Bridge Bank's Bridge Revolving Loans shall not exceed
the amount of its Bridge Revolving Commitment after giving effect to
such reduction.
(d) Any reduction of the Bridge Term Commitments
pursuant to this Section 2.10 shall be applied to reduce the Bridge
Term Commitments pro rata among the Bridge Banks in proportion to their
respective Bridge Term Commitments at that time, and any reduction of
the Bridge Revolving Commitments pursuant to this Section 2.10 shall be
applied to reduce the Bridge Revolving Commitments pro rata among the
Bridge Banks in proportion to their respective Bridge Revolving
Commitments at that time.
27009/007/AMEND.96/amend.8
5
SECTION 6. Amendment to Conditions for Credit Events. The
condition contained in clause (b) of Section 3.02 of the Bridge Credit Agreement
is amended and restated in its entirety as follows:
(b) the fact that, after giving effect to such Credit Event,
the Usage shall not exceed the aggregate amount of the Bridge Commitments;
SECTION 7. Amendment to Real Estate Investment Covenant.
Section 5.15 of the Bridge Credit Agreement and Section 5.15 of the Credit
Agreement, in each case, is amended and restated in its entirety as follows:
SECTION 5.15. Real Estate Investments. The Borrower
will not, and will not permit any Consolidated Subsidiary to, make any
Real Estate Investment at any time if, after giving effect thereto, (i)
the aggregate cumulative amount of Real Estate Investments made during
any period set forth below shall exceed the amount set forth below
opposite such period (in each case, with Real Estate Investments
determined on a gross basis and not, for example, net of any proceeds
received in respect of any Real Estate Investments):
Maximum Amount of
Period Real Estate Investments
------ -----------------------
10/1/96 - 11/22/96 $1,500,000
1/1/96 - 12/31/96 $12,000,000
1/1/97 - 1/31/97 $2,000,000
SECTION 8. Amendments to Event of Default Provisions. Section
6.01 of the Bridge Credit Agreement is amended by deleting the word "or" after
clause (m) therein and by adding the word "or" and the following new clauses (o)
and (p) after clause (n) therein:
(o) the Stock Purchase Agreement shall terminate, or RCBA or
the Purchaser shall otherwise take any action, or fail to take any
action, which action or failure to take any action indicates an
intention not to make at least a $30,000,000 equity investment in the
Borrower in accordance with the Stock Purchase Agreement; or
(p) the Borrower shall fail to send to its shareholders on or
prior to November 15, 1996 a proxy statement soliciting shareholder
consent to the sale of shares of Series B Cumulative Convertible
Preferred Stock to the Purchaser in accordance with the Stock Purchase
Agreement, in compliance with the Securities Exchange Act of 1934, the
rules and regulations
27009/007/AMEND.96/amend.8
6
promulgated thereunder, the rules and regulations promulgated by the
American Stock Exchange, and other applicable laws;
SECTION 9. Amendment to Expense Provisions. Section 8.03 of
the Bridge Credit Agreement is amended by adding the following new subsection
(d):
(d) The Borrower shall pay (or, at the Participant's option,
reimburse the Participant for paying) the reasonable out-of-pocket
expenses incurred by the Purchaser, including fees and disbursements of
counsel, that are directly attributable to the participation granted to
it pursuant to the Participation Agreement (it being understood that
that the Purchaser shall not be entitled to payment or reimbursement
hereunder for expenses otherwise incurred by the Purchaser, including
in connection with the Stock Purchase Agreement). All such payments or
reimbursements shall be made in immediately available funds (i) on the
Amendment No. 8 Effective Date, to the extent invoices with respect to
such expenses have been submitted to the Borrower at least one Business
Day before the Amendment No. 8 Effective Date, and (ii) within ten
Business Days after submission of invoices with respect to expenses not
paid or reimbursed on the Amendment No. 8 Effective Date.
SECTION 10. Amendment to Participation and Assignment
Provisions.
(a) Section 8.06 of the Bridge Credit Agreement is amended by
adding a new subsection (e) at the end thereof:
(e) In addition to having the right to grant a
participation in its Bridge Commitment and Bridge Loans in accordance
with Section 8.06(b), each Bridge Bank may grant a participating
interest in its Bridge Term Loans to the Purchaser in accordance with
the Participation Agreement. In addition to having the right to assign
all of its rights and obligations under this Agreement and the Bridge
Notes in accordance with Section 8.06(c), each Bridge Bank may assign
all or any portion of its rights and obligations under this Agreement
in respect of its Bridge Term Commitment and Bridge Terms Loans to any
other Bridge Bank, subject to the Participation if then in effect. Such
assignment shall be made pursuant to an Assignment and Assumption
Agreement substantially in the form of Exhibit K hereto executed by the
applicable transferee Bridge Bank or transferee Bridge Banks and the
transferor Bridge Bank or transferor Bridge Banks, without any
requirement for consent by the Borrower or the Agent. Upon execution
and delivery of the Assignment and Assumption Agreement and payment by
the transferee Bridge
27009/007/AMEND.96/amend.8
7
Bank or transferee Bridge Banks to the transferor Bridge Bank or
transferor Bridge Banks of an amount equal to the purchase price agreed
between them, the transferor Bridge Bank or transferor Bridge Banks
shall be released from its obligations hereunder to a corresponding
extent, the transferee Bridge Bank or transferee Bridge Banks shall
assume such obligations and no further consent or action by any party
shall be required.
SECTION 11. Representations and Warranties Correct; No
Default. The Borrower represents and warrants that on and as of the date hereof,
after giving effect to this Amendment, (a) the representations and warranties of
each Obligor contained in each Financing Document, as amended, to which it is a
party are true and (b) no Default under the Credit Agreement and no Default
under the Bridge Credit Agreement exists.
SECTION 12. Effect of Amendments. Except as expressly set
forth herein, the amendments and waivers contained herein shall not constitute
an amendment or waiver of any term or condition of the Credit Agreement, the
Bridge Credit Agreement or any other Financing Documents, and all such terms and
conditions shall remain in full force and effect and are hereby ratified and
confirmed in all respects.
SECTION 13. Governing Law. This Amendment shall be governed
by and construed in accordance with the laws of the State of New York.
SECTION 14. Counterparts. This Amendment may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.
SECTION 15. Consent by Subsidiary Guarantors. By signing this
Amendment below, each Subsidiary Guarantor affirms its obligations under the
Subsidiary Guarantee Agreement and acknowledges that it has guaranteed, and
continues to guarantee, all obligations of the Borrower in respect of principal
of and interest on all Bridge Loans and on all Loans outstanding under the
Credit Agreement, and all other amounts payable by the Borrower in respect of
the Bridge Notes, the Bridge Credit Agreement, the Notes issued under the Credit
Agreement and the Credit Agreement, in each case as amended to and including
this Amendment and as the same may be amended from time to time hereafter.
Without limiting the effect of the foregoing, the Borrower and each Subsidiary
Guarantor acknowledges and agrees that the term "Guaranteed Obligations" under
the Subsidiary Guarantee
27009/007/AMEND.96/amend.8
8
Agreement includes, without limitation, all obligations of the Borrower in
respect of principal of and interest on, and all other amounts payable under the
Bridge Credit Agreement in respect of, the Bridge Term Loans and Bridge
Revolving Loans and all principal and interest on, and all other amounts payable
under the Credit Agreement in respect of the Loans outstanding thereunder (in
each case, including, without limitation, any interest which accrues after the
commencement of any case, proceeding or other action relating to the bankruptcy,
insolvency or reorganization of any Obligor, or which would accrue but for the
commencement of such case, proceeding or other action, whether or not allowed or
allowable as a claim in any such proceeding).
SECTION 16. Effectiveness. This Amendment shall become
effective as of the date hereof when the following conditions shall have been
satisfied:
(a) the Agent shall have received duly executed counterparts
hereof signed by the Borrower, each of the Banks and Bridge Banks and
each Subsidiary Guarantor (or, in the case of any party as to which an
executed counterpart shall not have been received, the Agent shall have
received telegraphic, telex or other written confirmation from such
party of execution of a counterpart hereof by such party);
(b) the Agent shall have received evidence satisfactory to it
that the Second Amendment to Stock Purchase Agreement among RCBA, the
Purchaser and the Borrower shall have been executed by each of the
parties thereto, and that such Second Amendment to Stock Purchase
Agreement shall be in form and substance acceptable to each of the
Banks;
(c) the Borrower shall have paid all amounts which it shall be
required to pay pursuant to Section 9.03 of the Credit Agreement or Section 8.03
of the Bridge Credit Agreement, and for which a statement shall have been
delivered to the Borrower and the Agent at least one Business Day prior to the
Amendment No. 8 Effective Date;
(d) the Agent shall have received a copy of the resolutions of
the Board of Directors of the Borrower and each Subsidiary Guarantor
authorizing the execution, delivery and performance of this Amendment,
satisfactory in form and substance to the Agent;
(e) the Agent shall have received a copy of the certificates
of the Secretary or an Assistant Secretary of the Borrower and each
Subsidiary Guarantor certifying the names and true signatures of the
officers of the Borrower and each Subsidiary Guarantor who shall be
authorized to sign this Amendment, satisfactory in form and substance
to the Agent;
27009/007/AMEND.96/amend.8
9
(f) the Participation Agreement shall have become effective in
accordance with its terms, including the fact that the Agent shall have
received the purchase price payable thereunder; and
(g) the Agent shall have received evidence satisfactory to it
that arrangements satisfactory to it shall have been made for the
recording of an amendment to the Mortgage encumbering the Mortgaged
Facility in Xxxxx County, Michigan, substantially in the form attached
hereto as Exhibit B, and receipt by the Agent of an endorsement to each
title insurance policy delivered to the Agent pursuant to the Bridge
Credit Agreement insuring that the coverage under such policy is
unaffected by this Amendment and such amendment to the Mortgage.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized officers as of the
date first above written.
PERINI CORPORATION
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
Each of the undersigned banks is
signing this Amendment in its
capacity as a "Bank" under the
Credit Agreement referenced above
and as a "Bridge Bank" under the
Bridge Credit Agreement
referenced above:
XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK
By: _____________________________
Name:
Title:
27009/007/AMEND.96/amend.8
10
FLEET NATIONAL BANK
By: _____________________________
Name:
Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: _____________________________
Name:
Title:
BAYBANK, N.A.
By: _____________________________
Name:
Title:
COMERICA BANK
By: _____________________________
Name:
Title:
XXXXXX TRUST & SAVINGS BANK
By: _____________________________
Name:
Title:
27009/007/AMEND.96/amend.8
00
XXXXX XXXXXX BANK AND TRUST COMPANY
By: _____________________________
Name:
Title:
XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK, as Agent
By: _____________________________
Name:
Title:
Each of the undersigned Subsidiary Guarantors consents to the foregoing
Amendment and confirms its agreement with Section 15 of the Amendment:
PERINI BUILDING COMPANY, INC.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
27009/007/AMEND.96/amend.8
12
PERINI INTERNATIONAL CORPORATION
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
PERINI LAND AND DEVELOPMENT COMPANY, INC.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
R. E. XXXXXX & CO.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
27009/007/AMEND.96/amend.8
13
PARAMOUNT DEVELOPMENT ASSOCIATES, INC.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
PERINI ENVIRONMENTAL SERVICES, INC.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
PERINI RESORTS, INC.
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
27009/007/AMEND.96/amend.8
14
[EXECUTION COPY]
AMENDMENT NO. 9 TO BRIDGE CREDIT AGREEMENT
AND
AMENDMENT NO. 4 TO CREDIT AGREEMENT
AMENDMENT NO. 9 TO BRIDGE CREDIT AGREEMENT AND AMENDMENT NO. 4 TO
CREDIT AGREEMENT (this "Amendment") dated as of November 12, 1996 among PERINI
CORPORATION (the "Borrower"), the banks listed on the signature pages hereof,
each in its capacity as a "Bank" under the Credit Agreement referenced below
(collectively, the "Banks") and in its capacity as a "Bridge Bank" under the
Bridge Credit Agreement referenced below (collectively, the "Bridge Banks"), and
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "Agent").
WITNESSETH:
WHEREAS, the Borrower, the Bridge Banks and the Agent are parties to a
Bridge Credit Agreement dated as of February 26, 1996 (as amended, the "Bridge
Credit Agreement");
WHEREAS, the Borrower, the Banks and the Agent are parties to a Credit
Agreement dated as of December 6, 1994 (as amended, the "Credit Agreement"); and
WHEREAS, at the request of the Borrower, the Banks have agreed to amend
the Minimum Consolidated Tangible Net Worth covenant contained in the Credit
Agreement and the Bridge Banks have agreed to amend one of the Event of Default
provisions contained in the Bridge Credit Agreement, in each case as set forth
herein and subject to the terms and conditions contained herein;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreement
or the Bridge Credit Agreement shall have the meaning assigned to such term in
the Credit Agreement or the Bridge Credit Agreement, as the case may be. Each
reference "hereof", "hereunder", "herein" and "hereby" and each other similar
reference and each reference to "this Agreement" and each other similar
reference contained in the Credit Agreement or Bridge Credit Agreement, as the
case may be, shall from and after the date hereof refer to the Bridge Credit
Agreement, as the case may be, as amended hereby.
SECTION 2. Amendment to Minimum Consolidated Tangible Net Worth
Covenant in Credit Agreement. Section 5.09 of the Credit Agreement is amended by
changing the amount specified in clause (iii) therein from "$112,000,000" to
"109,485,000".
SECTION 3. Amendments to Event of Default Provision in Bridge Credit
Agreement. The Event of Default specified in clause (p) of Section 6.01 of the
Bridge Credit Agreement is amended by changing the date referred to therein from
"November 15, 1996" to "December 1, 1996".
SECTION 4. Representations and Warranties Correct; No Default. The
Borrower represents and warrants that on and as of the date hereof, after giving
effect to this Amendment, (a) the representations and warranties of each Obligor
contained in each Financing Document, as amended, to which it is a party are
true and (b) no Default under the Credit Agreement and no Default under the
Bridge Credit Agreement exists.
SECTION 5. Effect of Amendments. Except as expressly set forth herein,
the amendments contained herein shall not constitute an amendment or waiver of
any term or condition of the Credit Agreement, the Bridge Credit Agreement or
any other Financing Documents, and all such terms and conditions shall remain in
full force and effect and are hereby ratified and confirmed in all respects.
SECTION 6. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 7. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
SECTION 8. Consent by Subsidiary Guarantors. By signing this Amendment
below, each Subsidiary Guarantor affirms its obligations under the Subsidiary
Guarantee Agreement and acknowledges that is has guaranteed, and continues to
guarantee, all obligations of the Borrower in respect of principal of and
interest on all Bridge Loans and on all Loans outstanding under the Credit
2
Agreement, and all other amounts payable by the Borrower in respect of the
Bridge Notes, the Bridge Credit Agreement, the Notes issued under the Credit
Agreement and the Credit Agreement, in each case as amended to and including
this Amendment and as the same may be amended from time to time hereafter.
SECTION 9. Effectiveness. This Amendment shall become effective as of
the date hereof when the Agent shall have received duly executed counterparts
hereof signed by the Borrower, each of the Banks and Bridge Banks and each
Subsidiary Guarantor (or, in the case of any party as to which an executed
counterpart shall not have been received, the Agent shall have received
telegraphic, telex or other written confirmation from such party of execution of
a counterpart hereof by such party).
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the date first above
written.
PERINI CORPORATION
By: ________________________
Name:
Title:
By: ________________________
Name:
Title:
Each of the undersigned banks is signing this
Amendment in its capacity as a "Bank" under
the Credit Agreement referenced above and as
a "Bridge Bank" under the Bridge Credit
Agreement referenced above:
XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK
By: ________________________
Name:
Title:
3
FLEET NATIONAL BANK
By: ________________________
Name:
Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: ________________________
Name:
Title:
BAYBANK, N.A.
By: ________________________
Name:
Title:
COMERICA BANK
By: ________________________
Name:
Title:
XXXXXX TRUST & SAVINGS BANK
By: ________________________
Name:
Title:
STATE STREET BANK & TRUST COMPANY
By: ________________________
Name:
Title:
4
XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK, as Agent
By: ________________________
Name:
Title:
Each of the undersigned Subsidiary
Guarantors consents to the foregoing
Amendment and confirms its agreement with
Section 8 of the Amendment:
PERINI BUILDING COMPANY, INC.
By: ________________________
Name:
Title:
By: ________________________
Name:
Title:
PERINI INTERNATIONAL CORPORATION
By: ________________________
Name:
Title:
By: ________________________
Name:
Title:
PERINI LAND & DEVELOPMENT COMPANY, INC.
By: ________________________
Name:
Title:
5
By: ________________________
Name:
Title:
R.E. XXXXXX & CO.
By: ________________________
Name:
Title:
By: ________________________
Name:
Title:
PARAMOUNT DEVELOPMENT ASSOCIATES, INC.
By: ________________________
Name:
Title:
By: ________________________
Name:
Title:
PERINI ENVIRONMENTAL SERVICES, INC.
By: ________________________
Name:
Title:
By: ________________________
Name:
Title:
6
PERINI RESORTS, INC.
By: ________________________
Name:
Title:
By: ________________________
Name:
Title:
7
