Tutor Perini Corporation (NYSE:TPC) Files An 8-K Entry into a Material Definitive Agreement

with affiliates, sell or transfer certain assets, and agree to
certain restrictions on the ability of restricted subsidiaries
to make payments to the Company.

Certain of these covenants will be suspended if the Notes are
assigned an investment grade rating by any two of Standard
Poors Investors Ratings Services, Moodys Investors Service,Inc.
or Fitch Ratings,Inc. and no default or event of default has
occurred and is continuing under the Indenture.

The Indenture provides for events of default (subject in
certain cases to customary grace and cure periods), which
include, among others, nonpayment of principal or interest when
due, breach of covenants or other agreements in the Indenture,
defaults in payment of certain other indebtedness and certain
events of bankruptcy or insolvency. Generally, if an event of
default occurs, the Trustee or the holders of 30% in principal
amount of the outstanding Notes may declare the principal of
and accrued and unpaid interest on all of the Notes to be
immediately due and payable.

At any time prior to May1, 2020, the Company may redeem the
Notes in whole or in part at a redemption price equal to 50% of
the principal amount of the Notes plus the applicable premium
set forth in the Indenture. At any time on or after May1, 2020,
the Company may redeem the Notes at the redemption prices set
forth in the Indenture, plus accrued and unpaid interest, if
any, to, but excluding, the redemption date. In addition, at
any time prior to May1, 2020, the Company may redeem up to 40%
of the original aggregate principal amount of the Notes with
the net cash proceeds of one or more equity offerings, as
described in the Indenture, at a price equal to 106.875% of the
aggregate principal amount thereof, plus accrued and unpaid
interest, if any, to, but excluding, the redemption date. If
the Company experiences certain change of control events,
holders of the Notes may require it to repurchase all or part
of their Notes at 101.0% of the principal amount thereof, plus
accrued and unpaid interest, if any, to, but excluding, the
repurchase date.

The foregoing summary of the Indenture is qualified in its
entirety by reference to the actual Indenture, a copy of which
is filed herewith as Exhibit4.1 and incorporated by reference
herein.

2017 Credit Facility

Concurrent with the Notes Offering, the Company entered into a
new credit agreement (the Credit Agreement) with SunTrust Bank,
as Administrative Agent, Swing Line Lender and L/C Issuer (each
as defined in the Credit Agreement); BMO Harris Bank N.A., as
syndication agent; Manufacturers and Traders Trust Company, PNC
Bank, National Association and Comerica Bank, as
co-documentation agents; and the other lenders party thereto.
The Credit Agreement provides for a $350.0million revolving
credit facility (the New Revolving Credit Facility) and
sublimits for the issuance of letters of credit and swingline
loans up to the aggregate amount of $150.0million and
$10.0million, respectively.

Borrowings under the Credit Agreement will mature on April20,
2022, unless any of the Convertible Notes are outstanding on
December17, 2020, in which case all such borrowings will mature
on December17, 2020 (subject to certain further exceptions).

The Credit Agreement permits the Company to repay any or all
borrowings outstanding under the Credit Agreement at any time
prior to maturity without penalty. The Credit Agreement
requires the Company to repay borrowings under the Credit
Agreement if (i)its total outstanding borrowings at any time
exceed total commitments or (ii)the Company sells any Mortgaged
Property (as defined in the Credit Agreement) following a
default or event of default and such sale results in net cash
proceeds.

Subject to certain important exceptions, the Company has the
right to increase the commitments under the New Revolving
Credit Facility and/or to establish one or more term loan
commitments in an aggregate amount up to $150.0million at any
time prior to maturity.

Borrowings under the New Revolving Credit Facility bear
interest, at the Companys option, at a rate equal to a margin
over (a)LIBOR plus a margin of between 1.50% and 3.00% (which
is initially 2.50%) or (b)a base rate (determined by reference
to the highest of (i)the administrative agents prime lending
rate, (ii)the federal funds effective rate plus 50 basis points
and (iii)the LIBOR rate for a one-month interest period plus
100 basis points) plus a margin of between 0.50% and 2.00%
(which is initially 1.50%), in each case based on the
Consolidated Leverage Ratio (as defined in the Credit
Agreement). In addition to paying interest on outstanding
principal under the Credit Agreement, the Company will pay a
commitment fee to the lenders under the New Revolving Credit
Facility in respect of the unutilized commitments thereunder.
The Company

will pay customary letter of credit fees. If an event of
default occurs and is continuing, the otherwise applicable
margin and letter of credit fees will be increased by 2% per
annum.

The obligations under the Credit Agreement are unconditionally
guaranteed by, subject to certain exceptions, each of the
Companys existing and future material domestic subsidiaries.

Subject to certain exceptions, the New Revolving Credit
Facility, the guarantees and any hedging obligations and bank
product obligations are secured on a first priority basis by a
perfected security interest in substantially all of the
Companys and each Guarantors assets, including a pledge of all
of the shares of capital stock of the Guarantors and 65% of the
shares of the capital stock of the Companys or any Guarantors
first-tier foreign subsidiaries.

The Credit Agreement contains a number of significant
affirmative and negative covenants and events of default. Such
covenants, among other things, restrict, subject to certain
exceptions, the ability of the Company and certain of its
subsidiaries to:

incur or guarantee additional debt or issue disqualified stock
or preferred stock;

pay dividends and make other distributions on, or redeem or
repurchase, capital stock;

make certain investments;

incur certain liens;

enter into transactions with affiliates;

merge or consolidate;

enter into agreements that restrict the ability of certain of
the Companys subsidiaries to make dividends or other payments
to the Company; and

transfer or sell assets.

The Credit Agreement requires the Company and its restricted
subsidiaries to maintain (a) a maximum consolidated net
leverage ratio of 4.00 to 1.00, stepping down to 3.50 to 1.00
beginning the quarter ending March 31, 2018 and 3.25 to 1.00
beginning the quarter ending March 31, 2019 and (b) a fixed
charge coverage ratio of 1.25 to 1.00. In addition, the Credit
Agreement contains certain customary representations and
warranties, affirmative covenants and events of default. Under
such terms, if an event of default occurs, the lenders under
the Credit Agreement are entitled to take various actions,
including the acceleration of amounts due under the Credit
Agreement and all actions permitted to be taken by a secured
creditor.

The foregoing summary of the Credit Agreement is qualified in
its entirety by reference to the actual Credit Agreement, a
copy of which is filed herewith as Exhibit10.1 and incorporated
by reference herein.

Item 2.03. Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant

The information set forth under Item 1.01 above is incorporated
by reference into this Item 2.03.

Item 5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers

On April19, 2017, the Company appointed Ryan J. Soroka as Vice
President and Chief Accounting Officer of the Company. Mr.
Soroka will also serve as the Companys principal accounting
officer, effective April 21, 2017.

Mr.Soroka, age 35, served as Vice President of Finance
Operations of the Company from January2015 to April2017. From
October 2013 to November2016, Mr.Soroka served as Vice
President and Chief Financial Officer of Frontier-Kemper
Constructors,Inc., a subsidiary of the Company. From June2011
to October2013, he served as Director of Technical Accounting
at the Company. Prior to that time, from August 2004 to
June2011, Mr.Soroka worked at Deloitte Touche, LLP, most
recently as Manager, Assurance and Advisory Services. Mr.Soroka
has a B.S. in Business Administration from the University of
Southern California and is a Certified Public Accountant
(inactive).

Mr.Soroka succeeds Ronald P. Marano II, who resigned as Vice
President and Chief Accounting Officer effective April21, 2017
to become the chief financial officer of another company.

Item 9.01. Financial Statements and
Exhibits

(d) Exhibits