EXHIBIT 4.11
VOTING AGREEMENT
THIS VOTING AGREEMENT, dated as of January 17, 1997 (this "Agreement"),
is by and among PB CAPITAL PARTNERS, L.P., a Delaware limited partnership
("PB"), PERINI CORPORATION, a Massachusetts corporation (the "Corporation"),
XXXXX X. XXXXXX ("X. Xxxxxx"), XXXXXX MEMORIAL FOUNDATION (the "Foundation"),
XXXXX X. XXXXXX TESTAMENTARY TRUST (the "Trust"), XXXXXX X. TUTOR ("Tutor"), and
XXXXX-XXXXXX CORPORATION ("Xxxxx-Xxxxxx"). PB, X. Xxxxxx, the Foundation, the
Trust, Tutor, and Xxxxx-Xxxxxx are referred to collectively herein as the
"Stockholders" and each individually as a "Stockholder."
WHEREAS, each Stockholder is the record and beneficial owner of (1)
that number of shares of Common Stock, par value $1.00 per share ("Common
Stock"), (2) that number of Series B Cumulative Convertible Preferred Stock
("Series B Cumulative Convertible Preferred Stock"), and (3) that number of
Series A Junior Participating Cumulative Preferred Stock ("Series A Junior
Participating Stock") of the Corporation, set forth opposite such Stockholder's
name on Exhibit A attached hereto (the Common Stock, Series B Cumulative
Convertible Preferred Stock, and Series A Junior Participating Stock, together
with any other series or classes of voting stock to be issued by the
Corporation, collectively the "Perini Voting Stock"); and
WHEREAS, pursuant to a Stock Purchase and Sale Agreement, dated as of
July 24, 1996, as amended, by and among PB, Xxxxxxx X. Xxxx & Associates, L.P.
("RCBA") and the Corporation (the "Stock Purchase Agreement"), the Corporation
has agreed to sell to PB, and PB has agreed to purchase from the Corporation,
150,150 shares of Series B Cumulative Convertible Preferred Stock in
consideration for the payment to the Corporation of $30,030,000.00; and
WHEREAS, PB has made the execution of this Voting Agreement a condition
to the purchase of the shares of Series B Cumulative Convertible Preferred Stock
and regards this Voting Agreement as integral to the economic value of such
securities; and
WHEREAS, PB (together with certain of its assigns) is simultaneously
purchasing such securities; and
WHEREAS, in order to induce PB to enter into the Stock Purchase
Agreement, the Stockholders desire to enter into this Agreement, which shall
inure to the benefit of PB;
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NOW, THEREFORE, for and in consideration of $10.00 and the premises and
mutual covenants and agreements hereinafter contained, the Stockholders hereby
agree as follows:
1. Voting of Shares for Election of Directors. Each Stockholder hereby
agrees to vote or cause to be voted all Perini Voting Stock owned or hereafter
acquired by him or it, or over which he or it has voting control in such
Stockholder's own right, in favor of the election to the Board of Directors of
the representative designated by PB at the next annual or special meeting of
stockholders at which directors will be elected ("Meeting"), which Director
shall serve until his successor is elected and qualified or until his earlier
resignation or removal. At any time during the term of this Agreement, the
Corporation shall cause the nomination for election to the Board of Directors of
the representatives of PB designated in accordance with the Certificate of Vote
of directors setting forth the terms of the Series B Cumulative Convertible
Preferred Stock, and shall call such stockholders' meetings as may be necessary
or requested by PB to effect any such election. The representatives designated
by PB shall be reasonably satisfactory to the Corporation.
2. Term. This Agreement shall remain in force and effect until
immediately after the holding of the next Meeting at which the Director
designated pursuant to Section 1 is elected.
3. Changes in Common Stock. In the event that subsequent to the date of
this Agreement any shares or other securities (other than any shares or
securities of another corporation issued to the stockholders of the Corporation
pursuant to a plan of merger) are issued on, or in exchange for, any of the
shares of the Perini Voting Stock held by the Stockholders by reason of any
stock dividend, stock split, consolidation of shares, reclassification, or
consolidation involving the Corporation, such shares or securities shall be
deemed to be Perini Stock for purposes of this Agreement.
4. Representations of Stockholders. Each Stockholder hereby represents
and warrants that (i) he owns and has the right to vote the number of shares of
the Perini Voting Stock set forth opposite his name on Exhibit A attached
hereto, (ii) each of the Stockholders has full power to enter into this
Agreement and has not, prior to the date of this Agreement, executed or
delivered any proxy or entered into any other voting agreement or similar
arrangement that would conflict with the purposes or provisions of this
Agreement, and (iii) he will not take any action inconsistent with the purposes
and provisions of this Agreement.
5. Enforceability; Validity. Irreparable damage would result in the
event that the provisions of this Agreement are not specifically enforced.
Therefore, the rights to, or obligations of, the parties hereto shall be
enforceable in a court of equity by a decree of specific performance and
appropriate injunctive relief may be applied for and granted in connection
therewith. Such remedies, and all other remedies provided for in this Agreement,
shall, however, be cumulative and not exclusive and shall be in addition to any
other remedies which any party may have under this Agreement or otherwise.
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6. Benefit. Subject to the provisions of Section 9, this Agreement
shall be binding upon, and inure to the benefit of, the respective parties
hereto and their successors, assigns, and transferees.
7. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the Commonwealth of Massachusetts
applicable to agreements made and to be performed entirely within the
Commonwealth of Massachusetts
8. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
9. Legending. Upon the execution of this Agreement, each certificate or
other instrument for Perini Voting Securities now registered or to be issued in
the name of the Stockholders shall be endorsed by the Secretary of the
Corporation as follows:
"This certificate is subject to that certain Voting Agreement dated as
of January 17, 1997 by and among the Corporation and certain of the
holders of its voting stock, a copy of which is on file in the office
of the Corporation and is available upon request of any Stockholder
without charge."
Provided, however, that each of the Trust and the Foundation shall be entitled
to withhold from the legending required by this Section up to ten percent (10%)
of its Perini Voting Stock and that such stock -- if disposed of to an
unaffiliated third party prior to the Meeting -- shall not be subject to this
Voting Agreement.
10. Terms. All terms not otherwise defined in this Agreement shall have
the meaning set forth in the Stock Purchase Agreement.
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IN WITNESS WHEREOF, each of the parties has executed this Agreement as
of the date first above written.
PERINI CORPORATION PB CAPITAL PARTNERS, L.P.
By:__________________________ By: Xxxxxxx X. Xxxx & Associates, L.P.,
Name: its General Partner
Title:
By: Xxxxxxx X. Xxxx & Associates, Inc.,
its General Partner
By:______________________________
Name:
Title:
XXXXX X. XXXXXX PERINI MEMORIAL FOUNDATION
_____________________________ By:________________________________
Name:
Title:
XXXXX X. XXXXXX TESTAMENTARY XXXXXX X. TUTOR
TRUST
By:__________________________
Name: ___________________________________
Title:
XXXXX-XXXXXX CORP.
By:__________________________
Name:
Title:
EXHIBIT A
--------------------- ------------------------------- --------------------------
SERIES B CUMULATIVE SERIES A JUNIOR
CONVERTIBLE PREFERRED PARTICIPATING
COMMON STOCK STOCK PREFERRED STOCK
--------------------- ---------------- --------------------- -------------------
--------------------- ---------------- --------------------- -------------------
PB Capital 0 92,350 0
Partners, L.P.
--------------------- ---------------- --------------------- -------------------
--------------------- ---------------- --------------------- -------------------
Xxxxx Xxxxxx 59,594 0 0
--------------------- ---------------- --------------------- -------------------
--------------------- ---------------- --------------------- -------------------
Perini Memorial 205,449 0 0
Foundation
--------------------- ---------------- --------------------- -------------------
--------------------- ---------------- --------------------- -------------------
Xxxxx X. Xxxxxx 56,499 0 0
Testamentary Trust
--------------------- ---------------- --------------------- -------------------
--------------------- ---------------- --------------------- -------------------
Xxxxxx X. Tutor 0 0 0
--------------------- ---------------- --------------------- -------------------
--------------------- ---------------- --------------------- -------------------
Xxxxx-Xxxxxx 351,318 0 0
Corporation
--------------------- ---------------- --------------------- -------------------
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