THIRD AMENDMENT TO CREDIT AGREEMENT



 Exhibit 10.20 
 PERINI CORPORATION 
  
 THIRD AMENDMENT 
  
 THIS THIRD AMENDMENT (this
“Amendment”) is entered into as of January 31, 2004 by and among PERINI CORPORATION, a Massachusetts corporation (the “Borrower”), with its chief executive office at 73 Mt. Wayte Avenue, Framingham,
Massachusetts 01701, FLEET NATIONAL BANK, as Administrative Agent (the “Administrative Agent”), 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. 
  
 R E C I T A L S 
  
 WHEREAS, the Borrower, the
Administrative Agent and the Lenders have previously entered into a Credit Agreement dated as of January 23, 2002, as amended by a First Amendment and Waiver dated as of February 14, 2003, and by a Second Amendment dated as of November 5, 2003 (the
“Credit Agreement”); 
  
 WHEREAS, the Borrower
has requested, and the Lenders have agreed, to make certain modifications to the Credit Agreement on the terms and conditions set forth herein; 
  
 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: 
  
 A.    Amendment to Credit Agreement. The defined
term “Reduction Date” found in Section 1.01 of the Credit Agreement is hereby amended in its entirety to read as follows: 
  
 “Reduction Date” means April 30, 2004. 
  
 B.    Representations and Warranties. 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) 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. 
  
 C.    Other. 
  

	 	1.	This Amendment shall take effect upon receipt by the Administrative Agent of: 

  

	 	(i)	this Amendment duly executed and delivered by the Borrower; 









	 	(ii)	a Assistant Clerk’s Certificate executed by the Assistant Clerk of the Borrower with regard to resolutions, organizational matters and officer incumbencies;


  

	 	(iii)	Legal Existence/Good Standing Certificate issued by the Massachusetts Secretary of the Commonwealth for the Borrower; 

  

	 	(iv)	payment to the Administrative Agent, for the pro rata accounts of the Lenders, of an amendment fee in the amount of $50,000 to be debited to account number #0236422481 with Fleet
National Bank; and 

  

	 	(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. 

  
 2.    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, provided that 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. 
  
 [SIGNATURE PAGE FOLLOWS] 
  







 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. 
  

					
	 	  	 	 	BORROWER:
			
	 WITNESSED:
  

  

 Print Name
	  	  
 By:
  
  
	 	 PERINI CORPORATION
  
 /s/    Susan C. Mellace

 Susan C. Mellace
 Treasurer

			
	 	  	 	 	ADMINISTRATIVE AGENT:
			
	 	  	  
 By:
  
  
	 	 FLEET NATIONAL BANK, as Administrative Agent
  
 /s/    Thomas F. Brennan

 Thomas F. Brennan
 Senior Vice President

			
	 	  	 	 	LENDERS:
			
	 	  	  
 By:
  
  
	 	 FLEET NATIONAL BANK
  
 /s/    Thomas F. Brennan

 Thomas F. Brennan
 Senior Vice President

			
	 	  	  
 By:
  
  
	 	 BANKNORTH, N.A.
  
 /s/    Jon R. Sundstrom

 Jon R. Sundstrom
 Senior Vice President