CUSIP No. 713839 10 8
EXHIBIT C
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LETTER AGREEMENT
December 14, 2005
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, Xxxx Capital
Partners, L.P. ("Xxxx 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"), Xxxxx-Xxxxxx Corporation ("TSC") and Xxxxxx X. Tutor, for purposes of
the Offering, the parties hereto agree as follows:
1. SCHEDULE I attached hereto sets forth (a) the names of the selling
stockholders participating in the Offering (the "SELLING STOCKHOLDERS");
(b) the total number of Shares (excluding the Shares to be sold if the
Underwriters' over-allotment option is exercised) proposed to be offered
by each of the Selling Stockholders in the Offering and (c) the total
number of Shares proposed to be offered by each of the Selling
Stockholders in the Offering for purchase by the Underwriters to cover any
over-allotment of Shares (the total number of Shares to be offered by each
Selling Stockholder under both (a) and (b) together is referred to as such
Selling Stockholder's "OFFERED SHARES").
2. The Company will only pay reasonable fees and disbursements of up to (i)
$20,000 to counsel retained by O&G, (ii) $20,000 to counsel retained by
TSC, and (iii) $45,000 in the aggregate to counsel retained by National
Union, Xxxx Capital, PB Capital and ULLICO, in connection with the
Offering.
3. As provided in Section 3.1 of the Registration Rights Agreement, UBS
Investment Bank, the lead underwriter for the Offering ("UBS"), may limit
the number of Shares to be sold in the Offering to the Saleable Number (as
defined in the Registration Rights Agreement). In the event that UBS
determines that all of the Shares proposed to be sold by the Selling
Stockholders cannot be included in the Offering, then there shall be
included in the Offering that number of each Selling Stockholder's Offered
Shares equal to the product of (a) the Saleable Number, multiplied by (b)
a fraction, the numerator of which is the number of such Selling
Stockholder's Offered Shares and the denominator of which is 5,798,739.
4. Each of the undersigned hereby waives any and all of its rights under
Articles V and VI of the Shareholders' Agreement dated as of March 29,
2000 (the "SHAREHOLDERS' AGREEMENT"), (including, without limitation, any
right to receive notice of or to purchase or sell any shares of common
stock of the Company) solely in connection with the Offering. Effective
and conditioned upon the closing of the Offering, each of the undersigned
hereby irrevocably waives all of its respective rights under Article V of
the Shareholders' Agreement, provided that TSC does not waive and
expressly reserves all of its rights with respect to the Put/Call Shares
(as defined in the Shareholders' Agreement), including, without
limitation, the rights relating to the continuation of the Put Option and
Call Option (each as defined in the Shareholders' Agreement) as set forth
in Section 5.04 of the Shareholders' Agreement. Effective and conditioned
upon the closing of the Offering, each of the undersigned hereby
irrevocably waives all of its respective rights under Article VI of the
Shareholders' Agreement, provided that TSC does not waive and expressly
reserves all of its rights with respect to the Put/Call Shares (as defined
in the Shareholders' Agreement), including, without limitation, the rights
relating to the continuation of the Call Option (as defined in the
Shareholders' Agreement) as set forth in Section 6.02 of the Shareholders'
Agreement.
This letter agreement shall not obligate any of the Selling Stockholders to sell
any Shares in the Offering.
This letter agreement may be executed in any number of counterparts, each of
which shall constitute an original and all of which counterparts together shall
constitute one agreement.
[Remainder of page intentionally left blank.]
CUSIP No. 713839 10 8
PERINI CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: VP & Treasurer
XXXX CAPITAL PARTNERS, L.P.
By: Xxxxxxx X. Xxxx & Associates, Inc.,
its general partner
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: General Counsel & Secretary
PB CAPITAL PARTNERS, LP
By: Xxxx Capital Partners, L.P., its general
partner
By: Xxxxxxx X. Xxxx & Associates, Inc.,
its general partner
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: General Counsel & Secretary
NATIONAL UNION FIRE INSURANCE
COMPANY OF PITTSBURGH, PA.
By: AIG Global Investment Corp., as investment
advisor
By: /s/ FT Chong
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Name:
Title:
CUSIP No. 713839 10 8
THE UNION LABOR LIFE INSURANCE COMPANY,
ACTING ON BEHALF OF ITS SEPARATE ACCOUNT P
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Vice President
O & G INDUSTRIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice Chairman
XXXXX-XXXXXX CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Sr. Vice President
/s/ Xxxxxx X. Tutor
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Xxxxxx X. Tutor
CUSIP No. 713839 10 8
SCHEDULE I
NUMBER OF SHARES
NUMBER OF SHARE ALLOCATED FOR
SELLING STOCKHOLDER OFFERED OVER-ALLOTMENT
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Xxxx Capital Partners, L.P. 5,743 862
PB Capital Partners, L.P. 2,661,514 399,227
National Union Fire Insurance Company
of Pittsburgh, PA 266,874 40,031
O&G Industries, Inc. 608,696 91,304
The Union Labor Life Insurance Company,
acting on behalf of its Separate Account P 195,207 29,281
Xxxxx-Xxxxxx Corporation 1,304,348 195,652
TOTAL 5,042,382 756,357