PERINI CORP
EXHIBIT 10.1, FOURTH AMENDED CREDIT AGREEMENT
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<FILENAME>ex_101credagr.htm
<DESCRIPTION>EXHIBIT 10.1, FOURTH AMENDED CREDIT AGREEMENT
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<TITLE>Exhibit 10.1, Fourth Amendment and Waiver</TITLE>
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<P ALIGN=right><font size=2>Exhibit 10.1</font></P>


                                                    <P ALIGN=CENTER>PERINI CORPORATION<br>
                                               FOURTH AMENDMENT AND WAIVER</P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS
FOURTH AMENDMENT AND WAIVER (this &#147;<U>Amendment</U>&#148;) is entered into
as of August 25, 2004 by and among <B>PERINI CORPORATION</B>, a Massachusetts
corporation (the &#147;<U>Borrower</U>&#148;), with its chief executive office
at 73 Mt. Wayte Avenue,&#160;Framingham, Massachusetts 01701, <B>FLEET NATIONAL
BANK</B>, as Administrative Agent (the &#147;<U>Administrative Agent</U>&#148;),
and the Lenders under the Credit Agreement, as defined below. Capitalized terms
not otherwise defined herein shall have the meanings ascribed to them in the
Credit Agreement, as defined below. </FONT></P>

                                                     <P ALIGN=CENTER><font size=2><u>R E C I T A L S</u> </font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Borrower, the Administrative Agent and the Lenders have previously entered
into a Credit Agreement dated as of January&#160;23,&#160;2002, as amended by a
First Amendment and Waiver dated as of February&#160;14,&#160;2003, by a Second
Amendment dated as of November&#160;5,&#160;2003 and by a Third Amendment dated
as of January&#160;31,&#160;2004 (the &#147;<U>Credit Agreement</U>&#148;); </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Borrower has requested that a waiver of the Event of Default existing under
<U>Section 6.01(m)(iii) </U>of the Credit Agreement resulting from the sale of
shares of the Borrower by certain of the shareholders identified therein (the
&#147;Existing Default&#148;) be granted and that certain modifications be made
to the Credit Agreement, and the Lenders have agreed to grant such waiver and
permit such modifications to the Credit Agreement on the terms and conditions
set forth herein; </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW
THEREFORE, in consideration of the foregoing premises and the mutual benefits to
be derived by the Borrower, the Administrative Agent and the Lenders from a
continuing relationship under the Credit Agreement and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows: </FONT></P>

 <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<font size=2>        A.  <u>Amendments to Credit Agreement.</u></font></P>

<P><font size=2>1.       <u>Section 1.01</u> of the Credit Agreement is hereby amended as follows:</font></P>

<P><font size=2>(a)      The following defined terms are hereby amended in their entirety to read as follows:</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;Applicable
Margin&#148; </B>means the following percentage per annum (i) with respect to
any interest rate calculated with respect to the Adjustable Libor Rate or the
Prime Rate, and (ii) with respect to any fees payable on any Letter of Credit,
the margin set forth below: </FONT></P>

<font size=2><PRE>
--------------------------- ------------------------- -------------------------------------
        <b>PRIME RATE                LIBOR LOANS                  LETTERS OF CREDIT
          LOANS</b>
--------------------------- ------------------------- -------------------------------------
           .00%                      2.00%                           1.50%
--------------------------- ------------------------- -------------------------------------</PRE></font>

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<P ALIGN=CENTER><font size=2>2</font>
</P>

         <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<font size=2>(b)      The defined  term "Clean Down  Period" is hereby  deleted,  and the  following  defined  term,
"Clean Up Period", substituted in its place:
</font></P>
 <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;        <font size=2>"<b>Clean Up Period</b>" has the meaning set forth in <u>Section 2.10(a)</u>.</font></P>
         <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<font size=2>(c)      The defined terms "Covered Charges" and "Interest Coverage Ratio" are hereby deleted.</font></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<font size=2>         (d)      The following new defined terms are hereby added:</font></P>

         <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<font size=2>"<b>Consolidated  EBITDA</b>"  means,  for any  period,  the  Borrower's  and its  Consolidated  Subsidiaries'
Consolidated  Net  Income,  <u>plus</u>  (x)  the sum of the  Borrower's  and its  Consolidated  Subsidiaries'  (i) tax
expense,  (ii)  interest  expense,  (iii)  depreciation  expense,  and  (iv)  amortization  expense,  <u>minus</u>  (y)
Consolidated Capital Expenditures, all for such period and as determined in accordance with GAAP.</font></P>

         <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<font size=2>"<b>Consolidated  Debt  Service</b>"  means,  at any  date  and  for  the  period  specified,  the  sum of the
Borrower's and its  Consolidated  Subsidiaries'  (i) cash interest  expense,  (ii) cash taxes,  (iii)  scheduled
payments of principal and  interest,  and (iv)  Restricted  Payments,  including any paid or accrued  during the
period of measurement on any of the Borrower's preferred stock.</font></P>

 <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;        <font size=2>"<b>Fixed Charge Coverage Ratio</b>" means the ratio of Consolidated EBITDA to Consolidated Debt Service.</font>
</P>
         <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<font size=2>"<b>Revolving  Credit  Termination  Date</b>"  means the  earlier  of (i) June 30,  2007,  or (ii) the date of
termination in whole of the Commitments pursuant to Section 6.01.</font></P>

<P><font size=2>2.       Section 2.10(a) of the Credit Agreement is hereby amended in its entirety to read as follows:</font></P>

         <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<font size=2>"(a)  <i>Semi-Annual  Reduction in Revolving  Loans</i>.  During each six (6) month calendar  period ending on
June 30 and December 31  occurring prior to the Revolving  Credit  Termination Date (each such period, a "<u>Clean
Up Period</u>"),  the Borrower  shall prepay all of the  outstanding  Revolving  Loans for any ten (10)  consecutive
Business  Days.  Any  Revolving  Loan  repaid may be  reborrowed  after any Clean Up Period in  accordance  with
Section 2.01(a). "</font></P>

<P><font size=2>3.       Section 5.07 of the Credit Agreement is hereby amended in its entirety to read as follows:</font></P>

         <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<font size=2>"Section 5.07.  <i>Financial Covenants</i>.</font></P>

 <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<font size=2>        (a)      Minimum Net Operating  Profit.  As of the end of each fiscal quarter,  the Borrower shall not permit Net
                  Operating  Profit  to be less  than the  amount  </font></P>

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<P ALIGN=CENTER><font size=2>3</font></P>



<P><font size=2>set forth for such  quarter  below,  calculated  in the
                  aggregate for the four consecutive fiscal quarters then ending:</font></P>
<font size=2><PRE>
        ----------------------------------------- -------------------------------------------
               Fiscal Quarters Ending                  Minimum Net Operating Profit
        ----------------------------------------- -------------------------------------------

                9/30/04 and 12/31/04                           $25,000,000
        ----------------------------------------- -------------------------------------------

               3/31/05 and thereafter                          $27,500,000
        ----------------------------------------- -------------------------------------------
</PRE></font>
         <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<font size=2>(b)      <i>Minimum  Fixed Charge  Coverage  Ratio</i>.  As of the end of each fiscal  quarter,  the Borrower  shall not
                  permit the Fixed Charge Coverage Ratio to be less than 1.50:1 for the four  consecutive  fiscal quarters
                  then ending.</font></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<font size=2>(c)      <i>Minimum  Consolidated  Net  Income</i>.  As of the  end of  each  fiscal  quarter,  the  Borrower  shall  not  permit
                  Consolidated Net Income for such fiscal quarter to be less than $1.00.</font></P>

         <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<font size=2>(d)      <i>Minimum  Consolidated  Tangible Net Worth</i>. As of the end of each fiscal  quarter,  the Borrower will not
                  permit  Consolidated  Tangible Net Worth to be less than  $62,090,000,  plus on a  cumulative  basis and
                  commencing  with the Borrower's  fiscal quarter ending  December 31, 2001,  fifty  percent (50%)  of the
                  Borrower's  Consolidated  Net Income (without any reduction for losses) for each  consecutive two fiscal
                  quarters of the Borrower ending on June 30 and December 31 of each year.</font></P>

         <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<font size=2>(e)      <i>Minimum  Working  Capital Ratio</i>.  As at the end of each of its fiscal  quarters,  the Borrower shall not
                  permit the ratio of (i) the  consolidated  current assets  (including cash and cash  equivalents) of the
                  Borrower and its  Consolidated  Subsidiaries to (ii) the  consolidated  current  liabilities  (excluding
                  Debt under this Agreement) of the Borrower and its Consolidated Subsidiaries to be less than 1.20:1."</font></P>

<P><font size=2>4.       Section 6.01(m) of the Credit Agreement is hereby amended in its entirety to read as follows:</font></P>

         <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<font size=2>"(m) any of the  following:  (i) any  person or group of persons  (within the meaning of  Section 13 or
         14 of the  Securities  Exchange  Act of 1934,  as  amended)  (other than the Exempt  Group)  shall have
         acquired  beneficial  ownership  (within the meaning of Rule 13d-3  promulgated  by the  Securities and
         Exchange  Commission  under said Act) of 15% or more of the  outstanding  shares of common stock of the
         Borrower;  (ii) the Borrower shall cease to own 100% of the capital stock of any Subsidiary  Guarantor;
         or (iii) the Tutor-Saliba Corporation shall cease to be deemed an Affiliate of the Borrower; or"</font></P>


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<P ALIGN=CENTER><font size=2>4</font>
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<P><font size=2>5.       <u>Schedule A</u> of the Credit  Agreement  is hereby  deleted and replaced in its  entirety  with  <u>Schedule A</u>
attached to this Amendment.</font></P>

         <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<font size=2>B.       <u>Representations and  Warranties</u>.  The  Borrower represents and warrants to the Administrative  Agent and
the Lenders  that:  (a) the  Borrower  has the full power and  authority  to execute,  deliver and perform its  respective
obligations  under, the Credit Agreement,  as amended by this Amendment,  (b) the execution and delivery of this Amendment
has been duly authorized by all necessary action of the Board of Directors of the Borrower;  (c) the  representations  and
warranties  contained or referred to in Article IV of the Credit Agreement are true and accurate in all material  respects
as of the date of this  Amendment;  and (d) other than the  Existing  Default,  no Event of Default  has  occurred  and is
continuing or will result after giving effect to this Amendment and the  transactions  contemplated  by this Amendment and
the Credit Agreement.</font></P>

         <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<font size=2>C.       <u>Other</u>.</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&#160;&#160;This
Amendment shall take effect upon receipt by the Administrative Agent of: </FONT></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<font size=2>(i)      this Amendment duly executed and delivered by the Borrower;</font></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<font size=2>(ii)     an Assistant  Clerk's  Certificate  executed by the Assistant  Clerk of the Borrower with regard to  resolutions,
                  organizational matters and officer incumbencies;</font>
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<font size=2>(iii)    Legal  Existence/Good  Standing  Certificate  issued by the  Massachusetts  Secretary of the Commonwealth for the
                  Borrower;</font></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<font size=2>(iv)     payment to the  Administrative  Agent, for the pro rata accounts of the Lenders,  of an extension fee of $100,000
                  to be debited to account number #0236422481 with Fleet National Bank; and</font></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<font size=2>(v)      Payment of all costs and  expenses  (including,  without  limitation,  the  reasonable  costs and expenses of the
                  Administrative Agent's counsel) incurred by the Administrative Agent in connection with this Amendment.</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&#160;&#160;
In reliance upon the representations of the Borrower to the Administrative Agent
and the Lenders that no Default or Event of Default exists under the Credit
Agreement, other than the Existing Default, the Lenders hereby waive such Event
of Default for any fiscal period in which such Event of Default shall have
occurred or be continuing. This waiver is limited to the Event of Default
described above and is not, nor shall it be construed as, a waiver of any other
Default or Event of Default under the Credit Agreement, now existing or
hereafter occurring, nor shall anything herein or the Lenders&#146; actions
hereunder be construed so as to imply that the Lenders have agreed, or are
obligated, to grant any future waivers under the Credit Agreement. Except as
otherwise expressly provided in this Amendment, all of the provisions of the
Credit Agreement shall remain in full force and effect. </FONT></P>

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<P ALIGN=CENTER><font size=2>5</font></P>


         <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<font size=2>3.       This  Amendment  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,  the Financing  Documents and the Fee Letter not affected by this Amendment are hereby  ratified
and affirmed in all respects,  <u>provided that</u> if any provision of the Credit  Agreement  shall conflict or be  inconsistent
with this Amendment,  the terms of this Amendment shall supersede and prevail.  Upon the execution of this Amendment,  all
references  to the Credit  Agreement in that  document,  or in any related  document,  shall mean the Credit  Agreement as
amended by this Amendment.  Except as expressly  provided in this Amendment,  the execution and delivery of this Amendment
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 Amendment,  the
Credit Agreement shall remain in full force and effect.  This Amendment may be executed in one or more  counterparts  with
the same effect as if the signatures hereto and thereto were upon the same instrument.</font></P>


                                                 <P ALIGN=CENTER><font size=2>[SIGNATURE PAGE FOLLOWS]</font></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, each of the Borrower, the Administrative Agent and the Lenders
in accordance with Section 9.05 of the Credit Agreement, has caused this
Amendment to be executed and delivered by their respective duly authorized
officers as of the date set forth in the preamble on page one of this Amendment. </FONT></P>

<font size=2><PRE>
                                       BORROWER:

WITNESSED:                             PERINI CORPORATION


<u>/s/Donna E. Tannar </u>                    By: <u>/s/Susan C. Mellace</u>
<u>Donna E. Tannar</u>                              Susan C. Mellace
    Print Name                               Treasurer

                                       ADMINISTRATIVE AGENT:

                                       FLEET NATIONAL BANK, as Administrative Agent


                                       By: <u>/s/Thomas F. Brennan</u>
                                              Thomas F. Brennan
                                              Senior Vice President

                                       LENDERS:

                                       FLEET NATIONAL BANK


                                       By: <u>/s/Thomas F. Brennan</u>
                                              Thomas F. Brennan
                                              Senior Vice President


                                       BANKNORTH, N.A.


                                       By: <u>/s/Jon R. Sundstrom</u>
                                              Jon R. Sundstrom
                                              Senior Vice President
</PRE></font>

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