Letter Agreement December 14, 2005Letter Agreement • December 14th, 2005 • Perini Corp • General bldg contractors - nonresidential bldgs
This will confirm the agreement among the undersigned parties regarding certain matters in connection with the resale of up to 5,798,739 shares of common stock, par value $1.00 per share (the “Shares”), of Perini Corporation, a Massachusetts corporation (the “Company”) and the offering of such Shares (the “Offering”) by a syndicate of underwriters (the “Underwriters”) under the Registration Statement on Form S-1, as amended (File No. 333-117344). Notwithstanding the terms of the Registration Rights Agreement dated March 29, 2000 (the “Registration Rights Agreement”) by and among the Company, Blum Capital Partners, L.P. (“Blum Capital”), PB Capital Partners, L.P. (“PB Capital”), The Common Fund for Non-Profit Organizations, National Union Fire Insurance Company of Pittsburgh, Pa. (“National Union”), The Union Labor Life Insurance Company, acting on behalf of its Separate Account P (“ULLICO”) O&G Industries, Inc. (“O&G”), Tutor-Saliba Corporation (“TSC”) and Ronald N. Tutor, for purposes
Form of Underwriting Agreement [ ] Shares Common Stock ($1.00 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • December 14th, 2005 • Perini Corp • General bldg contractors - nonresidential bldgs • New York
The persons named in Schedule B annexed hereto (each, a “Selling Stockholder” and collectively, the “Selling Stockholders”) propose severally to sell to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom you are acting as representative, an aggregate of [ ] outstanding shares (the “Firm Shares”) of common stock, $1.00 par value (the “Common Stock”), of Perini Corporation, a Massachusetts corporation (the “Company”), in the respective amounts set forth under the caption “Firm Shares” in Schedule B annexed hereto. In addition, solely for the purpose of covering over-allotments, the Selling Stockholders propose to grant to the Underwriters the option to purchase from the Selling Stockholders up to an additional [ ] outstanding shares of Common Stock (the “Additional Shares”) in the respective amounts set forth under the caption “Additional Shares” in Schedule B hereto. The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred
