[CONFORMED COPY]
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT NO. 1 dated as of November 10, 1997 among PERINI
CORPORATION (the "Borrower"), the BANKS listed on the signature pages
hereof (collectively, the "Banks") and XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK, as Agent (the "Agent").
WITNESSETH:
WHEREAS, the Borrower, the Banks and the Agent are parties to an
Amended and Restated Credit Agreement dated as of January 17, 1997 (the
"Credit Agreement");
WHEREAS, the Borrower has requested an amendment to the operating
cash flow covenant contained in Section 5.10 of the Credit Agreement for the
period from January 1, 1997 through September 30, 1997;
WHEREAS, the Borrower and the Banks have agreed to modify the
obligations of the Borrower under Section 9.03 of the Credit Agreement to pay
certain out-of-pocket expenses of the Agent;
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
shall have the meaning assigned to such term in the Credit Agreement. 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 shall from and after the date
hereof refer to the Credit Agreement as amended hereby.
SECTION 2. Amendment of Minimum Operating Cash Flow Covenant.
Section 5.14 of the Credit Agreement is amended to change the minimum
amount of Operating Cash Flow required for the period from January 1, 1997
through September 30, 1997 from "$0" to "(8,000,000)".
SECTION 3. Amendments to Expense Provision. Section 9.03(a) of the
Credit Agreement is amended (a) to change the reference to "$60,000" therein
to "$85,000" and (b) to change the reference to "$50,000" therein to
"$75,000".
SECTION 4. Agreement to Provide Detailed Plan. The Borrower agrees
to provide each Bank, prior to the date of its meeting with the Banks in
December, 1997, a plan describing the steps that it will take to ensure its
future compliance with the covenants contained in the Credit Agreement,
which plan shall be in sufficient detail as may be reasonably acceptable to the
Required Banks.
SECTION 5. Representations and Warranties Correct; No Default. The
Borrower and each Subsidiary Guarantor represents and warrants that on and
as of the date hereof, after giving effect to this Amendment No. 1, (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 exists.
SECTION 6. 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 or of any other Financing
Document, and all such terms and conditions shall remain in full force and
effect and are hereby ratified and confirmed in all respects.
SECTION 7. Governing Law. This Amendment shall be governed by
and construed in accordance with the laws of the State of New York.
SECTION 8. 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 9. Consent by Subsidiary Guarantors. By signing this
Amendment below, each Subsidiary Guarantor affirms its obligations under the
Subsidiary Guarantee Agreement and acknowledges that this Amendment shall
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ot alter, release, discharge or otherwise affect any of such obligations, all of
which shall remain in full force and effect and are hereby ratified and
confirmed in all respects.
SECTION 10. Effectiveness. This Amendment No. shall become
effective as of the date hereof when the Agent shall have received duly executed
counterparts hereof signed by the Borrower, the Required Banks and the Agent
(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: /s/ Xxxx X. Xxxxxxx
Exec. V.P., Finance & Administration
BANKS:
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, as Agent and as a Bank
By: /s/ Xxxxxxx X. Xxxxxx
FLEET NATIONAL BANK
By: /s/ Xxxxxxxxx X. Xxxxxxxxx
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ Xxxxxxx X. Xxxx
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BANKBOSTON, N.A.
By: /s/ Xxxxx X. Xxxxxx
COMERICA BANK
By: ____________________
XXXXXX TRUST & SAVINGS BANK
By: /s/ Xxxxxxx X. Xxxx
STATE STREET BANK AND TRUST
COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
Each of the undersigned Subsidiary Guarantors
consents to the foregoing Consent and confirms
its agreement with Section 9 of the Consent:
PERINI BUILDING COMPANY, INC.
By: /s/ Xxxxx X. Xxxxxxx
V.P. & Treasurer
PERINI INTERNATIONAL CORPORATION
By: /s/ Xxxxx X. Xxxxx
Assistant Treasurer
PERINI LAND AND DEVELOPMENT COMPANY, INC.
By: /s/ Xxxx X. Xxxxxxxx
V.P. and Secretary
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R.E. XXXXXX & CO.
By: /s/ Xxxxx X. Xxxxxx
President
PARAMOUNT DEVELOPMENT ASSOCIATES, INC.
By: /s/ Xxxx X. Xxxxxxxx
V.P. and Secretary
PERINI ENVIRONMENTAL SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxx
Director
PERINI RESORTS, INC.
By: /s/ Xxxx X. Xxxxxxxx
V.P. and Secretary
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