period pursuant to Hedge Agreements that were not treated
as revenue or net income under GAAP (xi) an amount equal to the sum of (a) the
decrease in Working Capital of the $_______ Borrower during such period, if any,
plus (b) the decrease in long-term accounts receivable of the Borrower and the
Restricted Subsidiaries, if any (in each case, other than decreases resulting
from non-cash judgments and settlements) (xii) all amounts referred to in
clauses (ii), (iii) and (iv) above to the extent $_______ funded with the
proceeds of the issuance or the incurrence of Indebtedness (other than proceeds
of revolving loans), Equity Offerings or any loss, damage, destruction or
condemnation of, or any sale, transfer or other disposition to any Person of,
any assets D-9 Form of Compliance Certificate US-DOCS\117406551.2
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[exh101-tpcxcreditagreeme212.jpg]
EXHIBIT E [FORM OF] ASSIGNMENT AND ASSUMPTION This Assignment and Assumption
(this "Assignment and Assumption") is dated as of the Effective Date set forth
below and is entered into by and between [the][each]1 Assignor identified in
item 1 below ([the][each, an] "Assignor") and [the][each]2 Assignee identified
in item 2 below ([the][each, an] "Assignee"). [It is understood and agreed that
the rights and obligations of [the Assignors][the Assignees]3 hereunder are
several and not joint.]4 Capitalized terms used but not defined herein shall
have the meanings given to them in the Credit Agreement, dated as of August 18,
2020 among Tutor Perini Corporation, a Massachusetts corporation ("Borrower"),
certain Subsidiaries of Borrower, BMO Harris Bank N.A., as Administrative Agent,
L/C Issuer and Swing Line Lender and the Lenders from time to time party
thereto, including Assignor (as amended, supplemented, restated or otherwise
modified from time to time, the "Credit Agreement"), receipt of a copy of which
is hereby acknowledged by the Assignee. The Standard Terms and Conditions set
forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by
reference and made a part of this Assignment and Assumption as if set forth
herein in full. For an agreed consideration, [the][each] Assignor hereby
irrevocably sells and assigns to [the Assignee][the respective Assignees], and
[the][each] Assignee hereby irrevocably purchases and assumes from [the
Assignor][the respective Assignors], subject to and in accordance with the
Standard Terms and Conditions and the Credit Agreement, as of the Effective Date
inserted by the Administrative Agent as contemplated below (i) all of [the
Assignor's][the respective Assignors'] rights and obligations in [its capacity
as a Lender][their respective capacities as Lenders] under the Credit Agreement
and any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such
outstanding rights and obligations of [the Assignor][the respective Assignors]
under the facility or respective facilities identified below (including, without
limitation, the Letters of Credit and the Swing Line Loans included in any such
facilities5) and (ii) to the extent permitted to be assigned under applicable
law, all claims, suits, causes of action and any other right of [the Assignor
(in its capacity as a Lender)][the