BANK OF AMERICA, N.A. 100 Federal Street Boston, MA 02110

EX-10.2 2 ex10_2.htm EX 10.2 ex10_2.htm

BANK OF AMERICA, N.A.

100 Federal Street

Boston, MA 02110

July 16, 2010

Tutor Perini Corporation

15901 Olden Street

Sylmar, CA 91342

Attention: William B. Sparks, Executive Vice President

Re:

Third Amended and Restated Credit Agreement dated as of September 8, 2008

Extension of Supplemental Revolver

Dear Bill:

We refer to the Third Amended and Restated Credit Agreement dated as of September 8, 2008 (as amended to date, the "Credit Agreement") among Borrower, Guarantors, Agent and Lenders. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

This letter agreement will confirm our agreement that the defined term "Supplemental Revolver Maturity Date" appearing in Section 1.01 of the Credit Agreement is hereby amended in its entirety to read as follows:

"Supplemental Revolver Maturity" means February 22, 2012.

This letter agreement shall be effective as of the date the Agent receives (1) this letter agreement duly executed and delivered by Agent, the Required Lenders, and the Loan Parties and (2) all accrued fees, costs and expenses (including, without limitation, the reasonable costs and expenses of Agent's counsel) incurred by Arranger, Agent and Lenders in connection with this letter agreement and invoiced to Borrower.

Each Loan Party represents and warrants to Agent and the Lenders that: (a) such Loan Party has the full power and authority to execute, deliver and perform its respective obligations under the Credit Agreement, as amended by this letter agreement, (b) the execution and delivery of this letter agreement has been duly authorized by all necessary action of the Board of Directors (or equivalent) of such Loan Party; (c) after giving effect to this letter agreement, the representations and warranties contained or referred to in Article VI of the Credit Agreement are true and accurate in all material respects as if such representations and warranties were being made as of the date of this letter agreement except to the extent that such representations and

Tutor Perini Corporation

July 16, 2010

Page 2

warranties specifically refer to an earlier date; and (d) after giving effect to the amendments to the Credit Agreement set forth herein, no Default or Event of Default has occurred and is continuing.

This letter agreement is executed as an instrument under seal and shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts without regard to its conflicts of law rules. All parts of the Credit Agreement and any other Loan Document not affected by this letter agreement are hereby ratified and affirmed in all respects, provided that if any provision of the Credit Agreement shall conflict or be inconsistent with this letter agreement, the terms of this letter agreement shall supersede and prevail. Upon the execution of this letter agreement, all references to the Credit Agreement in that document, or in any other Loan Document, shall mean the Credit Agreement as amended by this letter agreement. Except as expressly provided in this letter agreement, the execution and delive ry of this letter agreement does not and will not amend, modify or supplement any provision of, or constitute a consent to or a waiver of any noncompliance with the provisions of the Credit Agreement, and, except as specifically provided in this letter agreement, the Credit Agreement shall remain in full force and effect. This letter agreement may be executed in one or more counterparts with the same effect as if the signatures hereto and thereto were upon the same instrument.

Sincerely,

BANK OF AMERICA, N.A., as Agent

By: /s/Roberto Salazar

Name: Roberto Salazar

Title: Assistant Vice President

IN WITNESS WHEREOF, each of the undersigned, in accordance with Section 11.01 of the Credit Agreement, has agreed to and accepted this letter agreement and caused it to be executed and delivered by their respective duly authorized officers as of the date first written above.

		BORROWER:
WITNESS:		TUTOR PERINI CORPORATION, f/k/a Perini Corporation, a Massachusetts corporation

/s/John D. Barrett		By: /s/William B. Sparks
John D. Barrett		Name: William B. Sparks
Print Name		Title: EVP, Treasurer, Corp Secretary and Clerk

		GUARANTORS:
WITNESS:		PERINI BUILDING COMPANY, INC., an Arizona corporation

/s/John D. Barrett		By: /s/William B. Sparks
John D. Barrett		Name: William B. Sparks
Print Name		Title: Treasurer, Secretary and Clerk

WITNESS:		PERINI ENVIRONMENTAL SERVICES, INC., a Delaware corporation

/s/John D. Barrett		By: /s/William B. Sparks
John D. Barrett		Name: William B. Sparks
Print Name		Title: Treasurer, Secretary and Clerk