Exhibit 10.19
AMENDMENT NO. 2 TO CREDIT AGREEMENT
AMENDMENT NO. 2 dated as of August 31, 1998 among PERINI CORPORATION
(the "Borrower"), the BANKS listed on the signature pages hereof (collectively,
the "Banks") and ▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the
"Agent").
W I T N E S S E T H:
WHEREAS, the Borrower, the Banks and the Agent are parties to an Amended
and Restated Credit Agreement dated as of January 17, 1997 (as heretofore
amended, the "Credit Agreement");
WHEREAS, the Borrower has requested an amendment to the covenant
limiting Real Estate Investments contained in Section 5.15 of the Credit
Agreement, to permit it to invest additional funds in ▇▇▇▇▇▇ Center Associates
to pay property taxes owed on the ▇▇▇▇▇▇ Center project;
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 Covenant Limiting Real Estate Investments.
Section 5.15 of the Credit Agreement is amended to change the maximum amount of
Real Estate Investments permitted during the fiscal year ended December 31, 1998
from $4,950,000 to $5,850,000.
SECTION 3. Amendment Fee. In consideration for this Amendment, the
Borrower agrees to pay the Agent, for the account of each Bank in proportion to
its aggregate Commitments, a fee equal to $25,000.
SECTION 4. 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, (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 5. 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 6. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 7. 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 8. 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 not 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.
1
Exhibit 10.19
SECTION 9. Effectiveness. This Amendment shall become effective as of
the date hereof when the Agent shall have received: (a) dully executed
counterparts hereof signed by the Borrower, the Required Banks, the Agent and
each Subsidiary Guarantor (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) and (b) for the account of each Bank, the
fee required to be paid under Section 3 of this Amendment.
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.
2