0001047469-11-003734.txt : 20110627 0001047469-11-003734.hdr.sgml : 20110627 20110415170806 ACCESSION NUMBER: 0001047469-11-003734 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 77 FILED AS OF DATE: 20110415 DATE AS OF CHANGE: 20110428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TUTOR PERINI Corp CENTRAL INDEX KEY: 0000077543 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL BUILDING CONTRACTORS - NONRESIDENTIAL BUILDINGS [1540] IRS NUMBER: 041717070 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-173133 FILM NUMBER: 11763527 BUSINESS ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 BUSINESS PHONE: 818-362-8391 MAIL ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 FORMER COMPANY: FORMER CONFORMED NAME: PERINI CORP DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TUTOR SALIBA CORP CENTRAL INDEX KEY: 0000906133 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-173133-24 FILM NUMBER: 11763542 BUSINESS ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 BUSINESS PHONE: 818-362-8391 MAIL ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 FILER: COMPANY DATA: COMPANY CONFORMED NAME: James A. Cummings, Inc. CENTRAL INDEX KEY: 0001516800 IRS NUMBER: 592098732 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-173133-13 FILM NUMBER: 11763529 BUSINESS ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 BUSINESS PHONE: 818 362 8391 MAIL ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Perini Environmental Services, Inc. CENTRAL INDEX KEY: 0001516807 IRS NUMBER: 042996491 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-173133-25 FILM NUMBER: 11763539 BUSINESS ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 BUSINESS PHONE: 818-362-8391 MAIL ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Perini Building Company, Inc. CENTRAL INDEX KEY: 0001516808 IRS NUMBER: 860083406 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-173133-23 FILM NUMBER: 11763541 BUSINESS ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 BUSINESS PHONE: 818-362-8391 MAIL ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 FILER: COMPANY DATA: COMPANY CONFORMED NAME: International Construction Management Services, Inc. CENTRAL INDEX KEY: 0001516812 IRS NUMBER: 042743620 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-173133-21 FILM NUMBER: 11763537 BUSINESS ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 BUSINESS PHONE: 818-362-8391 MAIL ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Perini Management Services, Inc. CENTRAL INDEX KEY: 0001516813 IRS NUMBER: 042585210 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-173133-20 FILM NUMBER: 11763536 BUSINESS ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 BUSINESS PHONE: 818-362-8391 MAIL ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Perini Land & Development Company, Inc. CENTRAL INDEX KEY: 0001516814 IRS NUMBER: 590974333 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-173133-17 FILM NUMBER: 11763533 BUSINESS ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 BUSINESS PHONE: 818-362-8391 MAIL ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 FILER: COMPANY DATA: COMPANY CONFORMED NAME: G.W. Murphy Construction Company, Inc. CENTRAL INDEX KEY: 0001516815 IRS NUMBER: 990263295 STATE OF INCORPORATION: HI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-173133-05 FILM NUMBER: 11763548 BUSINESS ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 BUSINESS PHONE: 818 362 8391 MAIL ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Daniel J. Keating Construction Company, LLC CENTRAL INDEX KEY: 0001516816 IRS NUMBER: 232009902 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-173133-01 FILM NUMBER: 11763543 BUSINESS ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 BUSINESS PHONE: 818-362-8391 MAIL ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 FILER: COMPANY DATA: COMPANY CONFORMED NAME: R.E. Dailey & Co. CENTRAL INDEX KEY: 0001516817 IRS NUMBER: 381253729 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-173133-18 FILM NUMBER: 11763534 BUSINESS ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 BUSINESS PHONE: 818 362 8391 MAIL ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Rudolph & Sletten, Inc. CENTRAL INDEX KEY: 0001516818 IRS NUMBER: 941507451 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-173133-11 FILM NUMBER: 11763555 BUSINESS ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 BUSINESS PHONE: 818-362-8391 MAIL ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bow Equipment Leasing Company, Inc. CENTRAL INDEX KEY: 0001516819 IRS NUMBER: 042585206 STATE OF INCORPORATION: NH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-173133-19 FILM NUMBER: 11763535 BUSINESS ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 BUSINESS PHONE: 818 362 8391 MAIL ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cherry Hill Construction, Inc. CENTRAL INDEX KEY: 0001516820 IRS NUMBER: 520890004 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-173133-12 FILM NUMBER: 11763528 BUSINESS ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 BUSINESS PHONE: 818-362-8391 MAIL ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Desert Plumbing & Heating Co., Inc. CENTRAL INDEX KEY: 0001516821 IRS NUMBER: 880141689 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-173133-03 FILM NUMBER: 11763546 BUSINESS ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 BUSINESS PHONE: 818 362 8391 MAIL ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Percon Constructors, Inc. CENTRAL INDEX KEY: 0001516822 IRS NUMBER: 042773559 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-173133-15 FILM NUMBER: 11763531 BUSINESS ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 BUSINESS PHONE: 818-362-8391 MAIL ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tutor Pacific Construction, LLC CENTRAL INDEX KEY: 0001516823 IRS NUMBER: 954698936 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-173133-07 FILM NUMBER: 11763550 BUSINESS ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 BUSINESS PHONE: 818 362 8391 MAIL ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Paramount Development Associates, Inc. CENTRAL INDEX KEY: 0001516824 IRS NUMBER: 042222345 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-173133-16 FILM NUMBER: 11763532 BUSINESS ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 BUSINESS PHONE: 818-362-8391 MAIL ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Powerco Electric Corp. CENTRAL INDEX KEY: 0001516825 IRS NUMBER: 954522260 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-173133-09 FILM NUMBER: 11763553 BUSINESS ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 BUSINESS PHONE: 818 362 8391 MAIL ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Black Construction Investments, Inc. CENTRAL INDEX KEY: 0001516826 IRS NUMBER: 990271664 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-173133-02 FILM NUMBER: 11763545 BUSINESS ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 BUSINESS PHONE: 818-362-8391 MAIL ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tutor Holdings, LLC CENTRAL INDEX KEY: 0001516827 IRS NUMBER: 954568674 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-173133-08 FILM NUMBER: 11763551 BUSINESS ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 BUSINESS PHONE: 818 362 8391 MAIL ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TPC Aggregates, LLC CENTRAL INDEX KEY: 0001516828 IRS NUMBER: 364630593 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-173133-22 FILM NUMBER: 11763544 BUSINESS ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 BUSINESS PHONE: 818-362-8391 MAIL ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tutor-Saliba LLC CENTRAL INDEX KEY: 0001516829 IRS NUMBER: 262746588 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-173133-10 FILM NUMBER: 11763554 BUSINESS ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 BUSINESS PHONE: 818-362-8391 MAIL ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 FILER: COMPANY DATA: COMPANY CONFORMED NAME: E.E. Black, Ltd CENTRAL INDEX KEY: 0001516830 IRS NUMBER: 990034390 STATE OF INCORPORATION: HI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-173133-04 FILM NUMBER: 11763547 BUSINESS ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 BUSINESS PHONE: 818 362 8391 MAIL ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Perland Construction, Inc. CENTRAL INDEX KEY: 0001516831 IRS NUMBER: 621225144 STATE OF INCORPORATION: WV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-173133-14 FILM NUMBER: 11763530 BUSINESS ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 BUSINESS PHONE: 818-362-8391 MAIL ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tutor Micronesia Construction, LLC CENTRAL INDEX KEY: 0001516832 IRS NUMBER: 994698935 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-173133-06 FILM NUMBER: 11763549 BUSINESS ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 BUSINESS PHONE: 818 362 8391 MAIL ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 S-4/A 1 a2203045zs-4a.htm S-4/A

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TABLE OF CONTENTS

As filed with the Securities and Exchange Commission on April 15, 2011

No. 333-173133

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Tutor Perini Corporation
Additional Registrants Listed on Schedule A Hereto
(Exact name of registrant as specified in its charter)


Massachusetts (State or other jurisdiction of incorporation or organization)		1540 (Primary Standard Industrial Classification Code Number)		04-1717070 (I.R.S. Employer Identification No.)

15901 Olden Street
Sylmar, California 91342
(818) 362-8391
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

William B. Sparks
Executive Vice President, Treasurer and Corporate Secretary
15901 Olden Street
Sylmar, California 91342
(818) 362-8391
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Christian O. Nagler, Esq.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022-4675
(212) 446-4800

Approximate date of commencement of proposed sale of the securities to the public:
The exchange will occur as soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer o		Accelerated filer ý		Non-Accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting Company o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee




7⁵/8% Senior Notes due 2018	$300,000,000	$300,000,000	$34,830.00(2)

Guarantees of 7⁵/8% Senior Notes due 2018	$300,000,000	—	(3)

(1): Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) promulgated under the Securities Act.
(2): Previously paid.
(3): Pursuant to Rule 457(n), no additional registration fee is payable with respect to the guarantees.

The registrant hereby amends this Registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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Schedule A

Exact Name of Additional Registrants	Jurisdiction of Incorporation or Formation		I.R.S. Employer Identification Number

Perini Building Company, Inc.	Arizona	1540	86-0083406
Perini Environmental Services, Inc.	Delaware	1540	04-2996491
International Construction Management Services, Inc.	Delaware	1540	04-2743620
Perini Management Services, Inc.	Massachusetts	1540	04-2585210
Bow Equipment Leasing Company, Inc.	New Hampshire	1540	04-2585206
R.E. Dailey & Co.	Michigan	1540	38-1253729
Perini Land And Development Company, Inc.	Massachusetts	1540	59-0974333
Paramount Development Associates, Inc.	Massachusetts	1540	04-2222345
Percon Constructors, Inc.	Delaware	1540	04-2773559
Perland Construction, Inc.	West Virginia	1540	62-1225144
James A. Cummings, Inc.	Florida	1540	59-2098732
Cherry Hill Construction, Inc.	Maryland	1540	52-0890004
Rudolph And Sletten, Inc.	California	1540	94-1507451
Tutor-Saliba LLC	California	1540	26-2746588
Tutor-Saliba Corporation	California	1540	90-0107753
Powerco Electric Corp.	California	1540	95-4522260
Tutor Holdings, LLC	Delaware	1540	95-4568674
Tutor Pacific Construction, LLC	Delaware	1540	95-4698936
Tutor Micronesia Construction, LLC	Delaware	1540	95-4698935
G.W. Murphy Construction Company, Inc.	Hawaii	1540	99-0263295
E.E. Black, Limited	Hawaii	1540	99-0034390
Desert Plumbing & Heating Co., Inc.	Nevada	1540	88-0141689
Black Construction Investments, Inc.	Nevada	1540	99-0271664
TPC Aggregates, LLC	Nevada	1540	36-4630593
Daniel J. Keating Construction Company, LLC	Delaware	1540	23-2009902

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. The prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion Dated April 15, 2011

Prospectus

$300,000,000

Exchange Offer for 7⁵/8% Senior Notes due 2018

Offer for outstanding 7⁵/8% Senior Notes due 2018, in the aggregate principal amount of $300,000,000 (which we refer to as the "Old Notes") in exchange for up to $300,000,000 in aggregate principal amount of 7⁵/8% Senior Notes due 2018 which have been registered under the Securities Act of 1933, as amended (which we refer to as the "Exchange Notes" and, together with the Old Notes, the "notes").

Terms of the Exchange Offer

•: Expires 5:00 p.m., New York City time, , 2011, unless extended.
•: You may withdraw tendered outstanding Old Notes any time before the expiration or termination of the exchange offer.
•: Not subject to any condition other than that the exchange offer does not violate applicable law or any interpretation of the staff of the Securities and Exchange Commission.
•: We can amend or terminate the exchange offer.
•: We will not receive any proceeds from the exchange offer.
•: The exchange of Old Notes for the Exchange Notes should not be a taxable exchange for United States federal income tax purposes. See "Certain United States Federal Income Tax Considerations."

Terms of the Exchange Notes

•: The Exchange Notes will rank senior in right of payment to all of our and the guarantors' existing and future subordinated indebtedness and equal in right of payment with all of our and the guarantors' existing and future senior indebtedness.
•: Each of our existing and future domestic subsidiaries that guarantees our senior secured revolving credit facility will unconditionally guarantee the Exchange Notes with guarantees that will rank equal in right of payment to all of the senior indebtedness of such guarantor and will rank senior to all of the future subordinated indebtedness of such guarantor.
•: The Exchange Notes will be effectively subordinated to all of our and the guarantors' existing and future secured indebtedness, including amounts outstanding under our senior secured revolving credit facility, to the extent of the value of the assets securing such indebtedness and will be structurally subordinated to all obligations of our subsidiaries that do not guarantee the notes.
•: The Exchange Notes will mature on November 1, 2018.
•: The Exchange Notes will accrue interest at a rate per annum equal to 7⁵/8% and will be payable semi-annually on each May 1 and November 1, beginning on May 1, 2011.
•: We may redeem the Exchange Notes in whole or in part from time to time. See "Description of Exchange Notes."
•: If we experience a change of control, the holders of the Exchange Notes will have the right to require us to purchase some of their notes at a price in cash equal to 101% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date of purchase.
•: The terms of the Exchange Notes are substantially identical to those of the outstanding Old Notes, except the transfer restrictions, registration rights and additional interest provisions relating to the Old Notes do not apply to the Exchange Notes.

For a discussion of the specific risks that you should consider before tendering your outstanding Old Notes in the exchange offer, see "Risk Factors" beginning on page 13 of this prospectus.

There is no established trading market for the Old Notes or the Exchange Notes.

Each broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. A broker dealer who acquired Old Notes as a result of market making or other trading activities may use this exchange offer prospectus, as supplemented or amended from time to time, in connection with any resales of the Exchange Notes.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Exchange Notes or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2011.

Each broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). A broker dealer who acquired Old Notes as a result of market making or other trading activities may use this prospectus, as supplemented or amended from time to time, in connection with any resales of the Exchange Notes. We have agreed that, for a period of up to 180 days after the closing of the exchange offer, we will make this prospectus available for use in connection with any such resale. See "Plan of Distribution."

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities other than those specifically offered hereby or an offer to sell any securities offered hereby in any jurisdiction where, or to any person whom, it is unlawful to make such offer or solicitation. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or issuing the Exchange Notes.

TABLE OF CONTENTS


PROSPECTUS SUMMARY		1
RATIO OF EARNINGS TO FIXED CHARGES		12
RISK FACTORS		13
USE OF PROCEEDS		18
EXCHANGE OFFER		19
DESCRIPTION OF EXCHANGE NOTES		28
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS		72
PLAN OF DISTRIBUTION		73
LEGAL MATTERS		74
EXPERTS		74
WHERE YOU CAN FIND MORE INFORMATION		74
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		74

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CAUTIONARY DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by such forward-looking statements. In some cases you can identify these statements by forward-looking words such as "may," "will," "should," "expect," "plans," "anticipate," "believe," "estimate," "predict," "seek," "intend" and "continue" or similar words. Forward-looking statements may also use different phrases.

These risks and uncertainties include, but are not limited to:

•: our ability to win new contracts and convert backlog into revenue;
•: our ability to successfully and timely complete construction projects;
•: the potential delay, suspension, termination, or reduction in scope of a construction project;
•: the continuing validity of the underlying assumptions and estimates of total forecasted project revenues, costs and profits and project schedules;
•: the outcomes of pending or future litigation, arbitration or other dispute resolution proceedings;
•: the availability of borrowed funds on terms acceptable to us;
•: the ability to retain certain members of management;
•: the ability to obtain surety bonds to secure our performance under certain construction contracts;
•: possible labor disputes or work stoppages within the construction industry;
•: changes in federal and state appropriations for infrastructure projects;
•: possible changes or developments in international or domestic political, social, economic, business, industry, market and regulatory conditions or circumstances;
•: actions taken or not taken by third parties, including our customers, suppliers, business partners, and competitors and legislative, regulatory, judicial and other governmental authorities and officials; and
•: other factors and uncertainties discussed under the heading "Risk Factors" in this prospectus.

MARKET AND INDUSTRY DATA

This prospectus contains statistical data that we obtained from public industry publications. These publications generally indicate that they have obtained their information from sources believed to be reliable, but do not guarantee the accuracy and completeness of their information. Although we believe that the publications are reliable, we and the initial purchasers have not independently verified market industry data provided by third parties, and we and the initial purchasers take no further responsibility for this data. Similarly, while we believe our management's estimates with respect to our industry are reliable, our estimates have not been verified by any independent sources, and we and the initial purchasers cannot assure you that they are accurate.

iii

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PROSPECTUS SUMMARY

In this prospectus, the words "we," "us," "our," and "the Company" refer to Tutor Perini Corporation, the issuer of the exchange notes, and its subsidiaries. The following summary contains basic information about the Company and this exchange offer. It is not complete and may not contain all the information that may be important to you. You should carefully read the entire prospectus and the documents incorporated by reference, before making an investment decision, especially the information presented under the heading "Risk Factors," our financial statements, the notes to those financial statements and the other financial information, included elsewhere in this prospectus.

Our Company

We are a leading construction services company offering diversified general contracting, construction management and design-build services to private clients and public agencies throughout the world. Based on our 2009 revenues, the Company was ranked by Engineering News Record ("ENR") as the 9^th largest contractor in the U.S. market. We have provided construction services since 1894 and have established a strong reputation within our markets by executing large, complex projects on time and within budget while adhering to strict quality control measures. We offer general contracting, pre-construction planning and comprehensive project management services, including the planning and scheduling of the manpower, equipment, materials and subcontractors required for a project. We also offer self-performed construction services including site work, concrete forming and placement, steel erection, electrical and mechanical, plumbing and HVAC. During 2010, we performed work on approximately 300 construction projects for over 145 federal, state and local government agencies or authorities and private customers. For the year ended December 31, 2010, we generated revenues and net income of $3,199.2 million and $103.5 million, respectively.

We have executed a number of transactions in the past to diversify our business and geographic profile. In January 2003, the acquisition of James A. Cummings, Inc. ("Cummings") expanded our presence in the southeastern region of the United States. Cummings specializes in the construction of schools, municipal buildings and commercial developments. In January 2005, we acquired Cherry Hill Construction ("Cherry Hill"), a regional civil construction company who operates in the mid-Atlantic and southeastern regions. Cherry Hill provided the Company with more geographic coverage and expanded the equipment fleet. Rudolph and Sletten, Inc. ("Rudolph and Sletten"), an established building contractor and construction management company based in Redwood City, California, was acquired in October 2005 to expand our presence on the west coast of the United States. Rudolph and Sletten specializes in the construction of corporate campuses and healthcare, gaming, biotech, pharmaceutical, industrial, and high-tech projects. In September 2008, we merged with Tutor-Saliba Corporation ("Tutor Saliba") to further expand our presence in the western United States. Tutor-Saliba is an established general contractor with expertise in both civil and building projects, including highways, bridges, mass transit systems, hospitality and gaming, transportation, healthcare, education and office building projects, primarily in Nevada and California for both public and private customers. In January 2009, we acquired Keating Building Company ("Keating"), a Philadelphia-based construction, construction management and design-build company with expertise in both private and public works building projects. The acquisition of Keating enabled us to expand our building construction market presence in the eastern half of the United States, including the northeast and mid-Atlantic regions. In November 2010, we acquired Superior Gunite, a California-based construction company specializing in pneumatically placed structural concrete utilized primarily in infrastructure projects such as bridges, dams, tunnels and retaining walls. In January 2011, we completed the acquisition of Fisk Electric Company ("Fisk"), an electrical construction company based in Houston, Texas. Fisk covers many of the major commercial and industrial electrical construction markets in the southwest and southeast regions, with the ability to cover other attractive markets nationwide. We acquired Fisk because we believe that Fisk is a strong strategic fit enabling us to expand our nationwide

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electrical capabilities and to realize significant synergies and opportunities in support of our non-residential building and civil operations. In April 2011, we acquired Anderson Companies which provides general contracting, design-build, preconstruction, and construction management services throughout the Southeastern United States.

Our business is currently organized into three segments: Building, Civil and Management Services:

Building Group: Our Building segment has significant experience providing services to a number of specialized building markets, including the hospitality and gaming, transportation, healthcare, municipal offices, sports and entertainment, education, correctional facilities, and other industrial markets. We have a leading reputation for executing the largest and most complex non-residential building projects, with strict adherence to superior quality control and timely execution. In 2010, we earned the following rankings from Engineering-News Record, based on revenue:

•: 2nd largest contractor in the United States general building market
•: Largest builder in the hotel, motel and convention center market
•: Largest builder in the entertainment facilities market
•: 2nd largest builder in the airport facilities market
•: 12th largest builder in the healthcare market
•: 2nd largest green building contractor in the United States

Additionally, we are currently working on or recently completed a number of marquee projects, including, but not limited to:

•: McCarran Airport Terminal 3 in Las Vegas, NV
•: Philadelphia Convention Center in Pennsylvania
•: Children's Hospital in Los Angeles, CA
•: CityCenter for MGM Mirage in Las Vegas, NV
•: Wynn Encore Hotel in Las Vegas, NV

For the year ended December 31, 2010, our Building segment generated revenues and income from construction operations of $2,327 million and $95.9 million, respectively. As of December 31, 2010, our Building segment backlog was approximately $2.7 billion.

Civil Group: Our Civil segment specializes in public works construction and the repair, replacement and reconstruction of infrastructure, primarily in the western, northeastern and mid-Atlantic United States. Services include the construction and rehabilitation of highways, bridges, mass transit systems, and wastewater treatment facilities. Due to the 2009 multi-billion dollar economic stimulus package, the increase in alternative funding sources such as public-private partnerships and historically large government funding sources aimed at the replacement and repair of an aging U.S. infrastructure, we believe this segment provides substantial growth opportunities for us in the future. In 2010, we earned the following rankings from Engineering-News Record, based on revenue:

•: 9^th largest domestic heavy contractor
•: 9^th largest transportation contractor
•: 20^th largest builder of bridges

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Additionally, we have completed or are currently working on some of the most significant civil projects in the United States, including, but not limited to:

•: SR99 bored tunnel project in Seattle, WA
•: Rehabilitation of the Tappan Zee bridge in Westchester County, NY
•: John F. Kennedy International Airport runway widening in Queens, NY
•: Various segments of the Greenwich Street corridor project in New York, NY
•: I-5 bridge replacement in Shasta County, CA
•: Caldecott Tunnel project near Oakland, CA
•: New Irvington Tunnel project in Fremont, CA
•: Construction of express toll lanes along I-95 in Maryland

For the year ended December 31, 2010, our civil segment generated revenues and income from construction operations of $668 million and $87.8 million, respectively. As of December 31, 2010, our civil segment backlog was approximately $1.4 billion.

Management Services: Our Management Services segment provides diversified construction and design-build services to the U.S. military and government agencies as well as surety companies and multi-national corporations in the United States and overseas. This segment has historically focused on regions such as Iraq and Afghanistan, with additional growth opportunities in Guam, as the U.S. military plans to expand its presence in that region. For the year ended December 31, 2010, our Management Services segment generated revenues and income from construction operations of $205 million and $22.2 million, respectively. As of December 31, 2010, our Management Services backlog was $261 million.

Competitive Strengths

Significant scale and leading construction capabilities. We believe that our national network of construction and management services differentiates us from our competitors, specifically in end markets that require complex solutions. For over 100 years, we have provided specialized construction services, with an emphasis on large, complex projects in dense urban areas. We consistently qualify to compete for major projects across the United States due to our proven record of performance and strong financial position. We have completed or are currently working on some of the most significant construction projects in the United States, including McCarran International Airport Terminal 3 in Las Vegas, NV, Philadelphia Convention Center in Philadelphia, PA, San Bernardino Courthouse in San Bernardino, CA, Tappan Zee Bridge in Westchester County, New York; and the John F. Kennedy International Airport runway widening in Queens, New York. Our nationwide capabilities, long-term client relationships and proven expertise allow us to capture additional business from existing clients seeking to expand their geographic or local presence and market share. We continue to successfully leverage our nationwide capabilities to assist our clients across all geographic regions.

Integrated business model with significant self perform capabilities. Our self-perform construction services include site work, concrete forming and placement, steel erection, electrical and mechanical, plumbing and HVAC. Certain of our existing and potential customers, especially those in the civil end markets, require general contractors to perform significant portions of the construction process without the use of subcontractors. While many of our competitors subcontract a significant portion of a project, our integrated business model enables us to keep a larger portion of the work in-house.

This ability, along with our financial strength and outstanding record of performance on challenging building and civil works projects, prequalifies us for projects in situations where smaller,

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less diversified contractors are unable to do so. This is a competitive advantage that makes us an attractive partner on the largest infrastructure projects and DBOM (design-build-operate-maintain) contracts, which combine the nation's top contractors with engineering firms, equipment manufacturers and project development consultants in a competitive bid selection process to execute highly sophisticated public works projects.

Revenue that is diversified across customers and end markets. Our construction services are targeted toward end markets that are diversified across project types, client characteristics and geographic locations. Our Building segment includes revenue sources from the hospitality and gaming, transportation, healthcare, municipal and government, education, commercial offices, sports and entertainment and industrial end markets. In 2010, $2.3 billion of revenue came from end markets served by our Building segment. Our Civil segment revenue comes from a number of different project types, including bridges, mass transit, highways and wastewater treatment projects. In 2010, we generated $668 million of revenue from end markets served by our Civil Group segment.

In addition to providing our services across a number of different end markets, we provide our services to a broad range of private and public customers. In 2010, we derived approximately 47% of our revenues from private customers. Our private customers include major hospitality and gaming resort owners, Native American sovereign nations, public corporations, private developers, healthcare companies and private universities. We derived approximately 44% of our revenues from state and local government customers during 2010. Our state and local government customers include state transportation departments, metropolitan authorities, cities, municipal agencies, school districts and public universities. We derived approximately 9% of our revenues from federal governmental agencies during 2010. These agencies have included the U.S. State Department, the U.S. Navy, the U.S. Army Corps of Engineers, and the U.S. Air Force.

Substantial backlog that provides a significant base of new project opportunities. We believe our substantial backlog of uncompleted construction work provides us with visibility into our future performance. We include a construction project in our backlog at such time as a contract is awarded or a letter of commitment is obtained and adequate construction funding is in place. As a result, we believe the backlog figures are firm, subject only to the cancellation provisions contained in the various contracts. Historically, these provisions have not had a material adverse effect on us.

As of December 31, 2010 we had a construction backlog of $4.3 billion, consistent with a backlog of $4.3 billion at December 31, 2009 and compared to $6.7 billion at December 31, 2008. We estimate that approximately $2.2 billion or 51% of our backlog at December 31, 2010 will not be completed in 2011. In addition, we have pending awards and prospects for both public and private sector customers that could enter backlog in the near future.

Experienced, proven management team and highly skilled workforce. Our senior management team and workforce bring significant industry work experience and specialized project expertise to our project operations. Our senior executive management team has an average of more than 30 years of industry experience having spent most of their careers with our company. Under the current management team's leadership, we have grown our revenues and income, while significantly diversifying our revenue base into new end markets and geographies.

Our Business Strategy

We are committed to our tradition of providing high-quality construction services to both public and private agencies throughout the world, while increasing value to our shareholders. Major elements of our business strategy are as follows:

Seek large civil construction projects throughout the United States. We believe the Civil segment provides significant opportunities for growth due to an aging U.S. infrastructure. More than $2.2 trillion

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of construction spending is needed over the next five years to bring the nation's infrastructure into a state of good repair. In addition to existing funding for public work programs, the multi-billion dollar economic stimulus package approved by the U.S. government in 2009 provides substantial funding for civil construction, public healthcare and public education projects over the next several years. We have been active in civil construction since 1894 and have expertise in large, complex civil construction projects and are currently pursuing some of the most significant projects across the U.S.

Continue to leverage our core competencies to obtain profitable contracts within our Building segment. Our construction business involves making significant estimates and assumptions in the normal course of business relating to our contracts and our joint venture contracts. Our cost estimates of contracts are highly detailed. We believe our success within the Building segment results from our proven ability to manage and perform large, complex projects with aggressive fast-track schedules, while providing accurate budgeting forecasts and strict quality control. Our reputation for completing projects on time and within budget is a significant competitive advantage within the markets in which we operate. We will continue to leverage this competitive advantage as we pursue all types of building projects, including public works opportunities.

Pursue expansion opportunities within the Management Services segment. Black Construction, one of our subsidiaries and the largest contractor on the island of Guam, is expected to generate a significant portion of its future revenues from the construction of facilities during the planned expansion of the United States military's presence in Guam. This is one of several programs expected to generate over $10 billion in construction spending in Guam over the next five years. In addition, we believe we are well positioned to capture additional management services projects that involve long-term contracts and provide a recurring source of revenues as the level of government expenditures for defense and homeland security has increased in response to the global threat of terrorism. We have proven our ability to meet challenging demands with various U.S. government agencies and intend to leverage this proficiency to secure additional contracts going forward.

Strategically evaluate acquisitions. Our management team is focused on continuing to pursue acquisitions across all of our business segments as part of our growth strategy. We have demonstrated past success with the integration of numerous companies, including Tutor-Saliba, James A. Cummings, Inc., Cherry Hill Construction, Inc., Rudolph and Sletten, Inc. and Keating Building Corporation. In November 2010 and January 2011, we acquired Superior Gunite and Fisk Electric Company, respectively, in an effort to achieve greater vertical integration and higher margins by increasing the percentage of work we self-perform in our building and civil operations. We continue to actively identify and screen potential acquisition targets to enhance our geographic presence and strengthen our self performance capabilities.

Corporate Information

Our principal executive offices are located at 15901 Olden Street, Sylmar, California 91342 and our telephone number at that address is (818) 362-8391. Our principal website is located at http://www.tutorperini.com. The information on our website is not part of this prospectus.

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The Exchange Offer

On October 20, 2010, we sold, through a private placement exempt from the registration requirements of the Securities Act, $300,000,000 of our 7⁵/8% Senior Notes due 2018, all of which are eligible to be exchanged for Exchange Notes. We refer to these notes as "Old Notes" in this prospectus.

Simultaneously with the private placement, we entered into a registration rights agreement with the initial purchasers of the Old Notes (the "Registration Rights Agreement"). Under the Registration Rights Agreement, we are required to use our reasonable best efforts to cause a registration statement for substantially identical notes, which will be issued in exchange for the Old Notes, to be filed with the Securities and Exchange Commission ("SEC") and to complete the exchange offer within 365 days after the issue date of the Old Notes. We refer to the notes to be registered under this exchange offer registration statement as "Exchange Notes" and collectively with the Old Notes, we refer to them as the "notes" in this prospectus. You may exchange your Old Notes for Exchange Notes in this exchange offer. You should read the discussion under the headings "—Summary of Exchange Offer," "Exchange Offer" and "Description of Exchange Notes" for further information regarding the Exchange Notes.


Original Notes		$300,000,000 in aggregate principal amount of 7⁵/8% Senior Notes due 2018.
Exchange Notes		$300,000,000 in aggregate principal amount of 7⁵/8% Senior Notes due 2018, the issuance of which will be registered under the Securities Act.
Exchange Offer		We are offering to exchange the Old Notes for a like principal amount at maturity of the Exchange Notes. Old Notes may be exchanged only in integral principal multiples of $1,000. The exchange offer is being made pursuant to the Registration Rights Agreement which grants the initial purchasers and any subsequent holders of the Old Notes certain exchange and registration rights. This exchange offer is intended to satisfy those exchange and registration rights with respect to the Old Notes. After the exchange offer is complete, you will no longer be entitled to any exchange or registration rights with respect to your Old Notes.
Expiration Date; Withdrawal of Tender		The exchange offer will expire 5:00 p.m., New York City time, on , 2011, or a later time if we choose to extend this exchange offer in our sole and absolute discretion. You may withdraw your tender of Old Notes at any time prior to the expiration date. All outstanding Old Notes that are validly tendered and not validly withdrawn will be exchanged. Any Old Notes not accepted by us for exchange for any reason will be returned to you at our expense as promptly as possible after the expiration or termination of the exchange offer.
Accrued Interest on the Exchange Notes and the Old Notes		The new notes will bear interest from May 1, 2011. Holders of Old Notes that are accepted for exchange will be deemed to have waived the right to receive any payment in respect of interest on such Old Notes accrued to the date of issuance of the Exchange Notes.

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Conditions on the Exchange Offer		Our obligation to accept for exchange, or to issue the Exchange Notes in exchange for, any Old Notes is subject to certain customary conditions, including our determination that the exchange offer does not violate any law, statute, rule, regulation or interpretation by the Staff of the SEC or any regulatory authority or other foreign, federal, state or local government agency or court of competent jurisdiction, some of which may be waived by us. We currently expect that each of the conditions will be satisfied and that no waivers will be necessary. See "Exchange Offer—Conditions on the Exchange Offer."
Procedures for Tendering Old Notes held in the Form of Book-Entry Interests		The Old Notes were issued as global securities and were deposited upon issuance with Wilmington Trust FSB which issued uncertificated depositary interests in those outstanding Old Notes, which represent a 100% interest in those Old Notes, to The Depositary Trust Company ("DTC").
		Beneficial interests in the outstanding Old Notes, which are held by direct or indirect participants in DTC, are shown on, and transfers of the Old Notes can only be made through, records maintained in book-entry form by DTC.
		You may tender your outstanding Old Notes by instructing your broker or bank where you keep the Old Notes to tender them for you. In some cases you may be asked to submit the letter of transmittal that may accompany this prospectus. By tendering your Old Notes you will be deemed to have acknowledged and agreed to be bound by the terms set forth under "Exchange Offer." Your outstanding Old Notes must be tendered in multiples of $1,000.
		In order for your tender to be considered valid, the exchange agent must receive a confirmation of book-entry transfer of your outstanding Old Notes into the exchange agent's account at DTC, under the procedure described in this prospectus under the heading "Exchange Offer," on or before 5:00 p.m., New York City time, on the expiration date of the exchange offer.
United States Federal Income Tax Considerations		The exchange offer should not result in any income, gain or loss to the holders of Old Notes or to us for United States federal income tax purposes. See "Certain United States Federal Income Tax Considerations."
Use of Proceeds		We will not receive any proceeds from the issuance of the Exchange Notes in the exchange offer.
Exchange Agent		Wilmington Trust FSB is serving as the exchange agent for the exchange offer.

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Consequences of Not Exchanging Old Notes

If you do not exchange your Old Notes in the exchange offer, your Old Notes will continue to be subject to the restrictions on transfer currently applicable to the Old Notes. In general, you may offer or sell your Old Notes only:

•: if they are registered under the Securities Act and applicable state securities laws;
•: if they are offered or sold under an exemption from registration under the Securities Act and applicable state securities laws; or
•: if they are offered or sold in a transaction not subject to the Securities Act and applicable state securities laws.

We do not currently intend to register the Old Notes under the Securities Act. Under some circumstances, however, holders of the Old Notes, including holders who are not permitted to participate in the exchange offer or who may not freely resell Exchange Notes received in the exchange offer, may require us to file, and to cause to become effective, a shelf registration statement covering resales of Old Notes by these holders. For more information regarding the consequences of not tendering your Old Notes and our obligation to file a shelf registration statement, see "Exchange Offer—Consequences of Failure to Exchange" and "Exchange Offer—Shelf Registration."

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Terms of the Exchange Notes


Issuer		Tutor Perini Corporation, a Massachusetts corporation.
Notes Offered		$300,000,000 aggregate principal amount of 7⁵/8% senior notes due 2018.
Maturity Date		The Exchange Notes will mature on November 1, 2018.
Interest		Interest on the Exchange Notes will accrue at a rate of 7⁵/8% per annum.
		Interest on the Exchange Notes will be payable on May 1 and November 1 of each year, beginning on May 1, 2011 and will accrue from the issue date of the notes.
Guarantees		All of our direct and indirect subsidiaries that guarantee our obligations or the obligations of our domestic subsidiaries under our senior secured revolving credit facility will guarantee the Exchange Notes on the issue date on a senior unsecured basis.
		Any subsidiary that guarantees our obligations or the obligations of our domestic subsidiaries under our senior secured revolving credit facilities in the future will guarantee the Exchange Notes unless we designate such subsidiary as an "unrestricted subsidiary" under the indenture.
Ranking		The Exchange Notes and guarantees will be senior unsecured obligations of the Company and the guarantors and will:
		• rank senior in right of payment to any of our and the guarantors' future senior subordinated or subordinated indebtedness;
		• rank pari passu in right of payment with all of our and the guarantors' existing and future senior indebtedness;
		• be effectively subordinated in right of payment to our and the guarantors' existing and future senior secured indebtedness, including amounts outstanding under our senior secured revolving credit facility, to the extent of the value of the assets securing such indebtedness; and
		• be structurally subordinated to all of the existing and future liabilities, including trade payables, of each of our subsidiaries that is not a guarantor of the Exchange Notes.

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Optional Redemption		We may redeem some or all of the Exchange Notes at any time prior to November 1, 2014 for cash at a redemption price equal to 100% of their principal amount plus a "make-whole" premium (as described under "Description of Exchange Notes—Optional Redemption"), plus accrued and unpaid interest to the redemption date. Additionally, we may redeem the Exchange Notes, in whole or in part, at any time on and after November 1, 2014 at the redemption prices listed under "Description of Exchange Notes—Optional Redemption," plus accrued and unpaid interest to the redemption date.
Optional Redemption After Equity Offerings		In addition, at any time (which may be more than once) until November 1, 2013, we can choose to redeem up to 35% of the outstanding Exchange Notes with the proceeds of certain equity offerings, so long as:
		• we pay 107.625% of the face amount of the Exchange Notes, plus accrued and unpaid interest to the redemption date;
		• we redeem the notes within 90 days of completing such equity offering; and
		• at least 65% of the aggregate principal amount of the Exchange Notes remains outstanding afterwards.
Change of Control		If a change in control of the Company occurs, we must give holders of the Exchange Notes the opportunity to sell us their Exchange Notes at 101% of their face amount, plus accrued interest.
		We might not be able to pay you the required price for Exchange Notes you present to us at the time of a change of control, because we might not have enough funds at that time, or the terms of the revolving credit facility may prevent us from paying.
		See "Risk Factors—Risks Related to the Exchange Notes—Upon a change of control, we may not have the ability to raise the funds necessary to finance the change of control offer required by the indenture governing the notes, which would violate the terms of the notes."
Asset Sale Proceeds		If we or our subsidiaries engage in asset sales, we generally must either invest the net cash proceeds from such sales in our business within a period of time, prepay debt under our senior secured revolving credit facilities or make an offer to purchase a principal amount of the Exchange Notes equal to the excess net cash proceeds. The purchase price of the Exchange Notes will be 100% of their principal amount, plus accrued and unpaid interest to the date of purchase.

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Certain Covenants		The indenture governing the notes contains covenants limiting our ability and the ability of our restricted subsidiaries to:
		• pay dividends or make certain other restricted payments or investments;
		• incur additional indebtedness and issue disqualified stock;
		• create liens on our assets;
		• transfer and sell assets;
		• merge, consolidate, or sell all or substantially all of our assets;
		• enter into certain transactions with affiliates;
		• create restrictions on dividends or other payments by our restricted subsidiaries; and
		• create guarantees of indebtedness by restricted subsidiaries.
		These covenants are subject to a number of important limitations and exceptions. See "Description of Exchange Notes—Certain Covenants."
		During any period that the credit rating on the notes, as determined by both Moody's Investors Service and Standard and Poor's Ratings Services, equals or exceeds Baa3 and BBB-, respectively, and no default has occurred and is continuing, we will not be subject to most of the restrictive covenants and corresponding events of default contained in the indenture. Any restrictive covenants or corresponding events of default that cease to apply as a result of achieving these rating will be restored if one or both of the credit ratings on the notes later falls below these thresholds. See "Description of Exchange Notes—Covenant Suspension."
No Prior Market		The Exchange Notes will be new securities for which there is currently no market. We do not intend to apply for the Exchange Notes to be listed on any securities exchange or included in any automated quotation system. We cannot assure you that a liquid market for the Exchange Notes will develop or be maintained.
Use of Proceeds		We will not receive any proceeds from the issuance of the Exchange Notes pursuant to the exchange offer.

You should carefully consider all of the information in this prospectus. In particular, you should evaluate the information under "Risk Factors" for a discussion of risks associated with an investment in the Company.

For more complete information about the notes, see "Description of Exchange Notes."

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RATIO OF EARNINGS TO FIXED CHARGES

The table below sets forth our ratio of earnings to fixed charges for the periods indicated on a consolidated historical basis. For purposes of determining the ratio of earnings to fixed charges, earnings are defined as earnings (loss) from continuing operations before income taxes, plus fixed charges. Fixed charges consist of interest expense on all indebtedness, amortization of debt discount, amortization of deferred financing costs and an interest factor attributable to operating leases.

	Fiscal Year Ended December 31,

	2010		2009		2008			2007		2006
Ratio of earnings to fixed charges		11.10		17.72		(1.50	)		34.04		12.01
Dollar amount of coverage deficiency (in thousands)					$	3,963

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RISK FACTORS

You should carefully consider the risk factors set forth below as well as the other information contained in, and incorporated by reference in, this prospectus before deciding whether to participate in the exchange offer. The risks described below are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our fiscal condition, results of operations and cash flows. Any of the following risks could materially adversely affect our business, financial condition or results of operations. In such case, you may lose all or part of your original investment. Along with the risks and uncertainties described below, you should carefully consider the risks and uncertainties described in the section entitled "Risk factors" in our 2010 Form 10-K, which are incorporated by reference into this prospectus.

Risks Related to the Exchange Offer and Holding the Exchange Notes

We have a substantial amount of indebtedness which could adversely affect our financial position and prevent us from fulfilling our obligations under the notes.

We currently have, and upon consummation of the exchange offer, will continue to have, a substantial amount of indebtedness. We may also incur significant additional indebtedness in the future. Our substantial indebtedness may:

•: make it difficult for us to satisfy our financial obligations, including making scheduled principal and interest payments on the notes and our other indebtedness;
•: limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions or other general business purposes;
•: limit our ability to use our cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions or other general business purposes;
•: require us to use a substantial portion of our cash flow from operations to make debt service payments;
•: limit our flexibility to plan for, or react to, changes in our business and industry;
•: place us at a competitive disadvantage compared to our less leveraged competitors; and
•: increase our vulnerability to the impact of adverse economic and industry conditions.

Despite our current level of indebtedness, we may still be able to incur substantially more indebtedness. This could exacerbate the risks associated with our substantial indebtedness.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the indenture limits, but does not prohibit, us or our subsidiaries from incurring additional indebtedness. If we incur any additional indebtedness that ranks equally with the notes and the guarantees, the holders of that indebtedness will be entitled to share ratably with the holders of the notes and the guarantees in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding-up of us. This may have the effect of reducing the amount of proceeds paid to you. If new indebtedness is added to our current debt levels, the related risks that we and our subsidiaries now face could intensify.

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the notes.

Any default under the agreements governing our indebtedness, including a default under our senior secured revolving credit facility that is not waived by the required lenders, and the remedies

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sought by the holders of such indebtedness could prohibit us from making payments of principal, premium, if any, or interest on the notes and could substantially decrease the market value of the notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, or interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness (including our senior secured revolving credit facility), we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest. More specifically, the lenders under our senior secured revolving credit facility could elect to terminate their commitments, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy, if applicable to us, or liquidation. If our operating performance declines, we may in the future need to seek waivers from the required lenders under the senior secured revolving credit facility to avoid being in default. If we breach covenants under our senior secured revolving credit facility and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default under the revolving credit facility, the lenders could exercise their rights as described above, and we could be forced into bankruptcy, to the extent applicable to us, or liquidation. No assurance can be given that, if we breach covenants under our revolving credit facility and our creditors seek to enforce their rights under the federal bankruptcy laws, that a forum will be available to creditors. See "Description of Other Indebtedness" and "Description of Exchange Notes."

The lenders under our senior secured revolving credit facility will have the discretion to release the guarantors under the revolving credit facility in a variety of circumstances which will cause those guarantors to be released from their guarantees of the notes.

While any obligations under our senior secured revolving credit facility remain outstanding, any guarantee of the notes may be released without action by, or consent of, any holder of the notes or the trustee under the indenture governing the notes offered hereby if the related guarantor is no longer a guarantor of the obligations under the revolving credit facility. See "Description of Exchange Notes—Guarantees." The lenders under the revolving credit facility will have the discretion to release the guarantees under the revolving credit facility in a variety of circumstances. You will not have a claim as a creditor against any subsidiary that is no longer a guarantor of the notes.

The Exchange Notes and the guarantees will be unsecured and effectively subordinated to our and the guarantors' existing and future secured indebtedness.

The Exchange Notes and the guarantees will be general unsecured obligations ranking effectively junior in right of payment to all of our existing and future secured indebtedness and that of each guarantor, including indebtedness under our senior secured revolving credit facility. Additionally, the indenture governing the Exchange Notes will permit us to incur additional secured indebtedness in the future. In the event that we or a guarantor is declared bankrupt, becomes insolvent or is liquidated or reorganized, any indebtedness that is effectively senior to the Exchange Notes and the guarantees will be entitled to be paid in full from our assets or the assets of the guarantor, as applicable, securing such indebtedness before any payment may be made with respect to the Exchange Notes or the affected guarantees. Holders of the Exchange Notes will participate ratably with all holders of our unsecured indebtedness that is deemed to be of the same class as the Exchange Notes, and potentially with all of our other general creditors, based upon the respective amounts owed to each holder or creditor, in our remaining assets.

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Claims of noteholders will be structurally subordinate to claims of creditors of our subsidiaries that do not guarantee the notes.

The Exchange Notes will not be guaranteed by our non U.S. subsidiaries and certain future subsidiaries that we designate as "unrestricted" in accordance with the terms of the indenture. Accordingly, claims of holders of the Exchange Notes will be structurally subordinated to the claims of creditors of these non-guarantor subsidiaries, including trade creditors. All obligations of our non-guarantor subsidiaries will have to be satisfied before any of the assets of these subsidiaries would be available for distribution, upon a liquidation or otherwise, to us or a guarantor of the Exchange Notes. In the event of the liquidation, dissolution, reorganization, bankruptcy or similar proceeding of the business of a subsidiary that is not a guarantor, creditors of that subsidiary would generally have the right to be paid in full before any distribution is made to us or the holders of the Exchange Notes. In any of these events, we may not have sufficient assets to pay amounts due on the Exchange Notes with respect to the assets of that subsidiary.

A subsidiary guarantee could be voided if it constitutes a fraudulent transfer under U.S. bankruptcy or similar state law, which would prevent the holders of the notes from relying on that subsidiary to satisfy claims.

Under U.S. bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee can be voided, or claims under the guarantee may be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee or, in some states, when payments become due under the guarantee, received less than reasonably equivalent value or fair consideration for the incurrence of the guarantee and:

•: was insolvent or rendered insolvent by reason of such incurrence;
•: was engaged in a business or transaction for which the guarantor's remaining assets constituted unreasonably small capital; or
•: intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.

A guarantee may also be voided, without regard to these factors, if a court finds that the guarantor entered into the guarantee with the actual intent to hinder, delay or defraud its creditors. A court would likely find that a guarantor did not receive reasonably equivalent value or fair consideration for its guarantee if the guarantor did not substantially benefit directly or indirectly from the issuance of the guarantees. If a court were to void a guarantee, you would no longer have a claim against the guarantor. Sufficient funds to repay the notes may not be available from other sources, including the remaining guarantors, if any. In addition, the court might direct you to repay any amounts that you already received from the subsidiary guarantor.

The measures of insolvency for purposes of fraudulent transfer laws vary depending upon the governing law. Generally, a guarantor would be considered insolvent if:

•: the sum of its debts, including contingent liabilities, were greater than the fair saleable value of all its assets;
•: the present fair saleable value of its assets is less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or
•: it could not pay its debts as they become due.

Each subsidiary guarantee will contain a provision intended to limit the guarantor's liability to the maximum amount that it could incur without causing the incurrence of obligations under its subsidiary guarantee to be a fraudulent transfer. This provision may not be effective to protect the subsidiary

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guarantees from being voided under fraudulent transfer law. In a recent Florida bankruptcy case, this kind of provision was found to be ineffective to protect the guarantees.

Upon a change of control, we may not have the ability to raise the funds necessary to finance the change of control offer required by the indenture governing the notes, which would violate the terms of the notes.

Upon the occurrence of a change of control, holders of the notes will have the right to require us to purchase all or any part of the notes at a price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase. We may not have sufficient financial resources available to satisfy all of obligations under the notes in the event of a change in control. Our failure to purchase the notes as required under the indenture would result in a default under the indenture and a cross-default under our senior secured revolving credit facility, each of which could have material adverse consequences for us and the holders of the notes. In addition, the revolving credit facility provides that a change of control is a default that permits lenders to accelerate the maturity of borrowings under it. See "Description of Exchange Notes—Change of Control."

Your ability to transfer the Exchange Notes offered hereby will be restricted and may be further limited by the absence of an active trading market.

The Exchange Notes are a new issue of securities and there is no established trading market for them, or for the Old Notes. We do not intend to apply for the notes to be listed on any securities exchange or to arrange for quotation on any automated dealer quotation system. You may not be able to sell your notes at a particular time or at favorable prices. As a result, we cannot assure you as to the liquidity of any trading market for the Exchange Notes or as to whether any market will develop or be maintained. Accordingly, you may be required to bear the financial risk of your investment in the Exchange Notes indefinitely. If a trading market were to develop, future trading prices of the Exchange Notes may be volatile and will depend on many factors, including:

•: the number of holders of Exchange Notes;
•: our operating performance and financial condition;
•: the market for similar securities;
•: the interest of securities dealers in making a market in the Exchange Notes; and
•: prevailing interest rates.

Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of these securities. We cannot assure you that the market for the Exchange Notes will be free from similar disruptions. Any such disruptions could have an adverse effect on holders of the Exchange Notes.

Holders of Old Notes who fail to exchange their Old Notes in the exchange offer will continue to be subject to restrictions on transfer.

If you do not exchange your Old Notes for Exchange Notes in the exchange offer, you will continue to be subject to the restrictions on transfer applicable to the Old Notes. The restrictions on transfer of your Old Notes arise because we issued the Old Notes under exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer or sell the Old Notes if they are registered under the Securities Act and applicable state securities laws, or offered and sold under an exemption from these requirements. We do not plan to register the Old Notes under the Securities Act. For further information regarding the consequences of tendering your Old Notes in the exchange offer, see the discussion below under the caption "Exchange Offer—Consequences of Failure to Exchange."

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You must comply with the exchange offer procedures in order to receive new, freely tradable Exchange Notes.

Delivery of Exchange Notes in exchange for Old Notes tendered and accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of book-entry transfer of Old Notes into the exchange agent's account at DTC, as depositary, including an Agent's Message (as defined herein). We are not required to notify you of defects or irregularities in tenders of Old Notes for exchange. Exchange Notes that are not tendered or that are tendered but we do not accept for exchange will, following consummation of the exchange offer, continue to be subject to the existing transfer restrictions under the Securities Act and, upon consummation of the exchange offer, certain registration and other rights under the Registration Rights Agreement will terminate. See "Exchange Offer—Procedures for Tendering Old Notes" and "Exchange Offer—Consequences of Failure to Exchange."

Some holders who exchange their Old Notes may be deemed to be underwriters, and these holders will be required to comply with the registration and prospectus delivery requirements in connection with any resale transaction.

If you exchange your Old Notes in the exchange offer for the purpose of participating in a distribution of the Exchange Notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

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USE OF PROCEEDS

This exchange offer is intended to satisfy our obligations under the Registration Rights Agreement. We will not receive any cash proceeds from the issuance of the Exchange Notes. In consideration for issuing the Exchange Notes contemplated in this prospectus, we will receive outstanding securities in like principal amount, the form and terms of which are substantially the same as the form and terms of the Exchange Notes, except as otherwise described in this prospectus. The Old Notes surrendered in exchange for the Exchange Notes will be retired and cancelled. Accordingly, no additional debt will result from the exchange offer. We will bear the expense of the exchange offer.

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EXCHANGE OFFER

Purpose of the Exchange Offer

The exchange offer is designed to provide holders of Old Notes with an opportunity to acquire Exchange Notes which, unlike the Old Notes, will be freely transferable at all times, subject to any restrictions on transfer imposed by state "blue sky" laws and provided that the holder is not our affiliate within the meaning of the Securities Act and represents that the Exchange Notes are being acquired in the ordinary course of the holder's business and the holder is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes.

The Old Notes were originally issued and sold on October 20, 2010, to the initial purchasers, pursuant to the purchase agreement dated October 15, 2010. The Old Notes were issued and sold in a transaction not registered under the Securities Act in reliance upon the exemption provided by Section 4(2) of the Securities Act. The concurrent resale of the Old Notes by the initial purchasers to investors was done in reliance upon the exemptions provided by Rule 144A and Regulation S promulgated under the Securities Act. The Old Notes may not be reoffered, resold or transferred other than (i) to us or our subsidiaries, (ii) to a qualified institutional buyer in compliance with Rule 144A promulgated under the Securities Act, (iii) outside the United States to a non-U.S. person within the meaning of Regulation S under the Securities Act, (iv) pursuant to the exemption from registration provided by Rule 144 promulgated under the Securities Act (if available) or (v) pursuant to an effective registration statement under the Securities Act.

In connection with the original issuance and sale of the Old Notes, we entered into the Registration Rights Agreement, pursuant to which we agreed to file with the SEC a registration statement covering the exchange by us of the Exchange Notes for the Old Notes, pursuant to the exchange offer. The Registration Rights Agreement provides that we will file with the SEC an exchange offer registration statement on an appropriate form under the Securities Act and offer to holders of Old Notes who are able to make certain representations the opportunity to exchange their Old Notes for Exchange Notes.

Under existing interpretations by the Staff of the SEC as set forth in no-action letters issued to third parties in other transactions, the Exchange Notes would, in general, be freely transferable after the exchange offer without further registration under the Securities Act; provided, however, that in the case of broker-dealers participating in the exchange offer, a prospectus meeting the requirements of the Securities Act must be delivered by such broker-dealers in connection with resales of the Exchange Notes. We have agreed to furnish a prospectus meeting the requirements of the Securities Act to any such broker-dealer for use in connection with any resale of any Exchange Notes acquired in the exchange offer. A broker-dealer that delivers such a prospectus to purchasers in connection with such resales will be subject to certain of the civil liability provisions under the Securities Act and will be bound by the provisions of the Registration Rights Agreement (including certain indemnification rights and obligations).

We do not intend to seek our own interpretation regarding the exchange offer, and we cannot assure you that the staff of the SEC would make a similar determination with respect to the Exchange Notes as it has in other interpretations to third parties.

Each holder of Old Notes that exchanges such Old Notes for Exchange Notes in the exchange offer will be deemed to have made certain representations, including representations that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of Exchange Notes and (iii) it is not our affiliate as defined in Rule 405 under the Securities Act, or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable.

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If the holder is not a broker-dealer, it will be required to represent that it is not engaged in, and does not intend to engage in, the distribution of Old Notes or Exchange Notes. If the holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes.

Terms of the Exchange Offer; Period for Tendering Outstanding Old Notes

Upon the terms and subject to the conditions set forth in this prospectus, we will accept any and all Old Notes that were acquired pursuant to Rule 144A or Regulation S validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer. We will issue $1,000 principal amount of Exchange Notes in exchange for each $1,000 principal amount of Old Notes accepted in the exchange offer. Holders may tender some or all of their Old Notes pursuant to the exchange offer. However, Old Notes may be tendered only in integral multiples of $1,000.

The form and terms of the Exchange Notes are the same as the form and terms of the outstanding Old Notes except that:

(1) the Exchange Notes will be registered under the Securities Act and will not have legends restricting their transfer;

(2) the Exchange Notes will not contain the registration rights and liquidated damages provisions contained in the outstanding Old Notes; and

(3) interest on the Exchange Notes will accrue from the last interest date on which interest was paid on your Old Notes.

The Exchange Notes will evidence the same debt as the Old Notes and will be entitled to the benefits of the Indenture.

We intend to conduct the exchange offer in accordance with the applicable requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the SEC.

We will be deemed to have accepted validly tendered Old Notes when, as and if we have given oral or written notice of our acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the Exchange Notes from us.

If any tendered Old Notes are not accepted for exchange because of an invalid tender or the occurrence of specified other events set forth in this prospectus, the certificates for any unaccepted Old Notes will be promptly returned, without expense, to the tendering holder.

Holders who tender Old Notes in the exchange offer will not be required to pay brokerage commissions or fees or transfer taxes with respect to the exchange of Old Notes pursuant to the exchange offer. We will pay all charges and expenses, other than transfer taxes in certain circumstances, in connection with the exchange offer. See "Fees and expenses" and "Transfer taxes" below.

The exchange offer will remain open for at least 20 full business days. The term "expiration date" will mean 5:00 p.m., New York City time, on , 2011, unless we, in our sole discretion, extend the exchange offer, in which case the term "expiration date" will mean the latest date and time to which the exchange offer is extended.

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To extend the exchange offer, prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date, we will:

(1) notify the exchange agent of any extension by oral notice (promptly confirmed in writing) or written notice, and

(2) mail to the registered holders an announcement of any extension, and issue a notice by press release or other public announcement before such expiration date.

We reserve the right, in our sole discretion:

(1) if any of the conditions below under the heading "—Conditions on the Exchange Offer" shall have not been satisfied,

(a) to delay accepting any Old Notes,

(b) to extend the exchange offer, or

(2) to amend the terms of the exchange offer in any manner, provided however, that if we amend the exchange offer to make a material change, including the waiver of a material condition, we will extend the exchange offer, if necessary, to keep the exchange offer open for at least five business days after such amendment or waiver; provided further, that if we amend the exchange offer to change the percentage of Old Notes being exchanged or the consideration being offered, we will extend the exchange offer, if necessary, to keep the exchange offer open for at least ten business days after such amendment or waiver.

Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice to the registered holders.

Procedures for Tendering Old Notes Through Brokers and Banks

Since the Old Notes are represented by global book-entry notes, DTC, as depositary, or its nominee is treated as the registered holder of the Old Notes and will be the only entity that can tender your Old Notes for Exchange Notes. Therefore, to tender Old Notes subject to this exchange offer and to obtain Exchange Notes, you must instruct the institution where you keep your Old Notes to tender your Old Notes on your behalf so that they are received on or prior to the expiration of this exchange offer.

The letter of transmittal that may accompany this prospectus may be used by you to give such instructions.

YOU SHOULD CONSULT YOUR ACCOUNT REPRESENTATIVE AT THE BROKER OR BANK WHERE YOU KEEP YOUR OLD NOTES TO DETERMINE THE PREFERRED PROCEDURE.

IF YOU WISH TO ACCEPT THIS EXCHANGE OFFER, PLEASE INSTRUCT YOUR BROKER OR ACCOUNT REPRESENTATIVE IN TIME FOR YOUR OLD NOTES TO BE TENDERED BEFORE THE 5:00 PM (NEW YORK CITY TIME) DEADLINE ON , 2011.

Deemed Representations

To participate in the exchange offer, we require that you represent to us that:

(1) you or any other person acquiring Exchange Notes in exchange for your Old Notes in the exchange offer is acquiring them in the ordinary course of business;

(2) neither you nor any other person acquiring Exchange Notes in exchange for your Old Notes in the exchange offer is engaging in or intends to engage in a distribution of the Exchange Notes within the meaning of the federal securities laws;

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(3) neither you nor any other person acquiring Exchange Notes in exchange for your Old Notes has an arrangement or understanding with any person to participate in the distribution of Exchange Notes issued in the exchange offer;

(4) neither you nor any other person acquiring Exchange Notes in exchange for your Old Notes is our "affiliate" as defined under Rule 405 of the Securities Act; and

(5) if you or another person acquiring Exchange Notes in exchange for your Old Notes is a broker-dealer and you acquired the Old Notes as a result of market-making activities or other trading activities, you acknowledge that you will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the Exchange Notes.

BY TENDERING YOUR OLD NOTES YOU ARE DEEMED TO HAVE MADE THESE REPRESENTATIONS.

Broker-dealers who cannot make the representations in item (5) of the paragraph above cannot use this exchange offer prospectus in connection with resales of the Exchange Notes issued in the exchange offer.

If you are our "affiliate," as defined under Rule 405 of the Securities Act, if you are a broker-dealer who acquired your Old Notes in the initial offering and not as a result of market-making or trading activities, or if you are engaged in or intend to engage in or have an arrangement or understanding with any person to participate in a distribution of Exchange Notes acquired in the exchange offer, you or that person:

(1) may not rely on the applicable interpretations of the Staff of the SEC and therefore may not participate in the exchange offer; and

(2) must comply with the registration and prospectus delivery requirements of the Securities Act or an exemption therefrom when reselling the Old Notes.

You may tender some or all of your Old Notes in this exchange offer. However, your Old Notes may be tendered only in integral multiples of $1,000.

When you tender your outstanding Old Notes and we accept them, the tender will be a binding agreement between you and us as described in this prospectus.

The method of delivery of outstanding Old Notes and all other required documents to the exchange agent is at your election and risk.

We will decide all questions about the validity, form, eligibility, acceptance and withdrawal of tendered Old Notes, and our reasonable determination will be final and binding on you. We reserve the absolute right to:

(1) reject any and all tenders of any particular Old Note not properly tendered;

(2) refuse to accept any Old Note if, in our reasonable judgment or the judgment of our counsel, the acceptance would be unlawful; and

(3) waive any defects or irregularities or conditions of the exchange offer as to any particular Old Notes before the expiration of the offer.

Our interpretation of the terms and conditions of the exchange offer will be final and binding on all parties. You must cure any defects or irregularities in connection with tenders of Old Notes as we will reasonably determine. Neither we, the exchange agent nor any other person will incur any liability for failure to notify you or any defect or irregularity with respect to your tender of Old Notes. If we waive any terms or conditions pursuant to (3) above with respect to a noteholder, we will extend the same waiver to all noteholders with respect to that term or condition being waived.

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Procedures for Brokers and Custodian Banks; DTC ATOP Account

In order to accept this exchange offer on behalf of a holder of Old Notes you must submit or cause your DTC participant to submit an Agent's Message as described below.

The exchange agent, on our behalf will seek to establish an Automated Tender Offer Program ("ATOP") account with respect to the outstanding Old Notes at DTC promptly after the delivery of this prospectus. Any financial institution that is a DTC participant, including your broker or bank, may make book-entry tender of outstanding Old Notes by causing the book-entry transfer of such Old Notes into our ATOP account in accordance with DTC's procedures for such transfers. Concurrently with the delivery of Old Notes, an Agent's Message in connection with such book-entry transfer must be transmitted by DTC to, and received by, the exchange agent on or prior to 5:00 pm, New York City Time on the expiration date. The confirmation of a book entry transfer into the ATOP account as described above is referred to herein as a "Book-Entry Confirmation."

The term "Agent's Message" means a message transmitted by the DTC participants to DTC, and thereafter transmitted by DTC to the exchange agent, forming a part of the Book-Entry Confirmation which states that DTC has received an express acknowledgment from the participant in DTC described in such Agent's Message stating that such participant and beneficial holder agree to be bound by the terms of this exchange offer.

Each Agent's Message must include the following information:

(1) Name of the beneficial owner tendering such Old Notes;

(2) Account number of the beneficial owner tendering such Old Notes;

(3) Principal amount of Old Notes tendered by such beneficial owner; and

(4) A confirmation that the beneficial holder of the Old Notes tendered has made the representations for our benefit set forth under "—Deemed Representations" above.

BY SENDING AN AGENT'S MESSAGE THE DTC PARTICIPANT IS DEEMED TO HAVE CERTIFIED THAT THE BENEFICIAL HOLDER FOR WHOM NOTES ARE BEING TENDERED HAS BEEN PROVIDED WITH A COPY OF THIS PROSPECTUS.

The delivery of Old Notes through DTC, and any transmission of an Agent's Message through ATOP, is at the election and risk of the person tendering Old Notes. We will ask the exchange agent to instruct DTC to promptly return those Old Notes, if any, that were tendered through ATOP but were not accepted by us, to the DTC participant that tendered such Old Notes on behalf of holders of the Old Notes.

Acceptance of Outstanding Old Notes for Exchange; Delivery of Exchange Notes

We will accept validly tendered Old Notes when the conditions to the exchange offer have been satisfied or we have waived them. We will have accepted your validly tendered Old Notes when we have given oral or written notice to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the Exchange Notes from us. If we do not accept any tendered Old Notes for exchange by book-entry transfer because of an invalid tender or other valid reason, we will credit the Notes to an account maintained with DTC promptly after the exchange offer terminates or expires.

THE AGENT'S MESSAGE MUST BE TRANSMITTED TO EXCHANGE AGENT ON OR BEFORE 5:00 PM, NEW YORK CITY TIME, ON THE EXPIRATION DATE.

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Withdrawal Rights

You may withdraw your tender of outstanding notes at any time before 5:00 p.m., New York City time, on the expiration date.

For a withdrawal to be effective, you should contact your bank or broker where your Old Notes are held and have them send an ATOP notice of withdrawal so that it is received by the exchange agent before 5:00 p.m., New York City time, on the expiration date. Such notice of withdrawal must:

(1) specify the name of the person that tendered the Old Notes to be withdrawn;

(2) identify the Old Notes to be withdrawn, including the CUSIP number and principal amount at maturity of the Old Notes; specify the name and number of an account at the DTC to which your withdrawn Old Notes can be credited.

We will decide all questions as to the validity, form and eligibility of the notices and our determination will be final and binding on all parties. Any tendered Old Notes that you withdraw will not be considered to have been validly tendered. We will promptly return any outstanding Old Notes that have been tendered but not exchanged, or credit them to the DTC account. You may re-tender properly withdrawn Old Notes by following one of the procedures described above before the expiration date.

Conditions on the Exchange Offer

Notwithstanding any other provision of the exchange offer, or any extension of the exchange offer, we will not be required to accept for exchange, or to issue Exchange Notes in exchange for, any outstanding Old Notes and may terminate the exchange offer (whether or not any Old Notes have been accepted for exchange) or amend the exchange offer, if any of the following conditions has occurred or exists or has not been satisfied, or has not been waived by us in our sole reasonable discretion, prior to the expiration date:

•: there is threatened, instituted or pending any action or proceeding before, or any injunction, order or decree issued by, any court or governmental agency or other governmental regulatory or administrative agency or commission:

(1) seeking to restrain or prohibit the making or completion of the exchange offer or any other transaction contemplated by the exchange offer, or assessing or seeking any damages as a result of this transaction; or

(2) resulting in a material delay in our ability to accept for exchange or exchange some or all of the Old Notes in the exchange offer; or

(3) any statute, rule, regulation, order or injunction has been sought, proposed, introduced, enacted, promulgated or deemed applicable to the exchange offer or any of the transactions contemplated by the exchange offer by any governmental authority, domestic or foreign; or

•: any action has been taken, proposed or threatened, by any governmental authority, domestic or foreign, that, in our sole reasonable judgment, would directly or indirectly result in any of the consequences referred to in clauses (1), (2) or (3) above or, in our sole reasonable judgment, would result in the holders of Exchange Notes having obligations with respect to resales and transfers of Exchange Notes which are greater than those described in the interpretation of the SEC referred to above, or would otherwise make it inadvisable to proceed with the exchange offer; or the following has occurred:

(1) any general suspension of or general limitation on prices for, or trading in, securities on any national securities exchange or in the over-the-counter market; or

(2) any limitation by a governmental authority which adversely affects our ability to complete the transactions contemplated by the exchange offer; or

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(3) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or any limitation by any governmental agency or authority which adversely affects the extension of credit; or

(4) a commencement of a war, armed hostilities or other similar international calamity directly or indirectly involving the United States, or, in the case of any of the preceding events existing at the time of the commencement of the exchange offer, a material acceleration or worsening of these calamities; or

•: any change, or any development involving a prospective change, has occurred or been threatened in our business, financial condition, operations or prospects and those of our subsidiaries taken as a whole that is or may be adverse to us, or we have become aware of facts that have or may have an adverse impact on the value of the Old Notes or the Exchange Notes, which in our sole reasonable judgment in any case makes it inadvisable to proceed with the exchange offer and/or with such acceptance for exchange or with such exchange; or
•: there shall occur a change in the current interpretation by the Staff of the SEC which permits the Exchange Notes issued pursuant to the exchange offer in exchange for Old Notes to be offered for resale, resold and otherwise transferred by holders thereof (other than broker-dealers and any such holder which is our affiliate within the meaning of Rule 405 promulgated under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holders' business and such holders have no arrangement or understanding with any person to participate in the distribution of such Exchange Notes; or
•: any law, statute, rule or regulation shall have been adopted or enacted which, in our reasonable judgment, would impair our ability to proceed with the exchange offer; or
•: a stop order shall have been issued by the SEC or any state securities authority suspending the effectiveness of the registration statement, or proceedings shall have been initiated or, to our knowledge, threatened for that purpose, or any governmental approval has not been obtained, which approval we shall, in our sole reasonable discretion, deem necessary for the consummation of the exchange offer as contemplated hereby; or
•: we have received an opinion of counsel experienced in such matters to the effect that there exists any actual or threatened legal impediment (including a default or prospective default under an agreement, indenture or other instrument or obligation to which we are a party or by which we are bound) to the consummation of the transactions contemplated by the exchange offer.

If we determine in our sole reasonable discretion that any of the foregoing events or conditions has occurred or exists or has not been satisfied, we may, subject to applicable law, terminate the exchange offer (whether or not any Old Notes have been accepted for exchange) or may waive any such condition or otherwise amend the terms of the exchange offer in any respect. If such waiver or amendment constitutes a material change to the exchange offer, we will promptly disclose such waiver or amendment by means of a prospectus supplement that will be distributed to the registered holders of the Old Notes and will extend the exchange offer to the extent required by Rule 14e-1 promulgated under the Exchange Act.

These conditions are for our sole benefit and we may assert them regardless of the circumstances giving rise to any of these conditions, or we may waive them, in whole or in part, in our sole reasonable discretion, provided that we will not waive any condition with respect to an individual holder of Old Notes unless we waive that condition for all such holders. Any reasonable determination made by us concerning an event, development or circumstance described or referred to above will be final and binding on all parties. Our failure at any time to exercise any of the foregoing rights will not be a waiver of our rights and each such right will be deemed an ongoing right which may be asserted at any time before the expiration of the exchange offer.

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Exchange Agent

Wilmington Trust FSB has been appointed as Exchange Agent in connection with the Exchange Offer. Questions and requests for assistance, as well as requests for additional copies of this prospectus or of the letter of transmittal, should be directed to the Exchange Agent at its offices at Wilmington Trust FSB, c/o Wilmington Trust Company, Corporate Capital Markets, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-1626. The Exchange Agent's telephone number is (302) 636-6181 and facsimile number is (302) 636-4139.

Fees and Expenses

The principal solicitation is being made through DTC by Wilmington Trust FSB, as exchange agent. We will pay the exchange agent customary fees for its services, reimburse the exchange agent for its reasonable out-of-pocket expenses incurred in connection with the provisions of these services and pay other registration expenses, including registration and filing fees, fees and expenses of compliance with federal securities and state blue sky securities laws, printing expenses, messenger and delivery services and telephone, fees and disbursements to our counsel, application and filing fees and any fees and disbursements to our independent certified public accountants. We will not make any payment to brokers, dealers, or others soliciting acceptances of the exchange offer except for reimbursement of mailing expenses.

Additional solicitations may be made by telephone, facsimile or in person by our and our affiliates' officers, employees and by persons so engaged by the exchange agent.

Accounting Treatment

The Exchange Notes will be recorded at the same carrying value as the existing Old Notes, as reflected in our accounting records on the date of exchange. Accordingly, we will recognize no gain or loss for accounting purposes. The expenses of the exchange offer will be capitalized and expensed over the term of the Exchange Notes.

Transfer Taxes

If you tender outstanding Old Notes for exchange you will not be obligated to pay any transfer taxes. However, if you instruct us to register Exchange Notes in the name of, or request that your Old Notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder, you will be responsible for paying any transfer tax owed.

YOU MAY SUFFER ADVERSE CONSEQUENCES IF YOU FAIL TO EXCHANGE OUTSTANDING OLD NOTES.

If you do not tender your outstanding Old Notes, you will not have any further registration rights, except for the rights described in the Registration Rights Agreement and described above, and your Old Notes will continue to be subject to the provisions of the indenture governing the Old Notes regarding transfer and exchange of the Old Notes and the restrictions on transfer of the Old Notes imposed by the Securities Act and state securities laws when we complete the exchange offer. These transfer restrictions are required because the Old Notes were issued under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, if you do not tender your Old Notes in the exchange offer, your ability to sell your Old Notes could be adversely affected. Once we have completed the exchange offer, holders who have not tendered notes will not continue to be entitled to any increase in interest rate that the indenture governing the Old Notes provides for if we do not complete the exchange offer.

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Consequences of Failure to Exchange

The Old Notes that are not exchanged for Exchange Notes pursuant to the exchange offer will remain restricted securities. Accordingly, the Old Notes may be resold only:

(1) to us upon redemption thereof or otherwise;

(2) so long as the outstanding securities are eligible for resale pursuant to Rule 144A, to a person inside the United States who is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act in a transaction meeting the requirements of Rule 144A, in accordance with Rule 144 under the Securities Act, or pursuant to another exemption from the registration requirements of the Securities Act, which other exemption is based upon an opinion of counsel reasonably acceptable to us;

(3) outside the United States to a foreign person in a transaction meeting the requirements of Rule 904 under the Securities Act; or

(4) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States.

Shelf Registration

The Registration Rights Agreement also requires that we file a shelf registration statement if:

(1) we cannot file a registration statement for the exchange offer because the exchange offer is not permitted by law or SEC policy;

(2) a law or SEC policy prohibits a holder from participating in the exchange offer;

(3) a holder cannot resell the Exchange Notes it acquires in the exchange offer without delivering a prospectus and this prospectus is not appropriate or available for resales by the holder; or

(4) a holder is a broker-dealer and holds notes acquired directly from us or one of our affiliates.

We will also register the Exchange Notes under the securities laws of jurisdictions that holders may request before offering or selling notes in a public offering. We do not intend to register Exchange Notes in any jurisdiction unless a holder requests that we do so.

Old Notes may be subject to restrictions on transfer until:

(1) a person other than a broker-dealer has exchanged the Old Notes in the exchange offer;

(2) a broker-dealer has exchanged the Old Notes in the exchange offer and sells them to a purchaser that receives a prospectus from the broker-dealer on or before the sale;

(3) the Old Notes are sold under an effective shelf registration statement that we have filed; or

(4) the Old Notes are sold to the public under Rule 144 of the Securities Act.

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DESCRIPTION OF EXCHANGE NOTES

General

In this description, references to the "Notes" are to the exchange notes, unless the context otherwise requires. We issued the old notes and will issue the exchange notes pursuant to an indenture dated as of October 20, 2010 (the "Indenture"), among Tutor Perini, as the Issuer, certain subsidiaries of Tutor Perini as guarantors and Wilmington Trust FSB, as trustee (the "Trustee"). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act").

The following description is a summary of the material provisions of the Indenture. It does not restate the Indenture in its entirety. We urge you to read the Indenture because it, and not this description, defines your rights as holders of the Notes. Copies of the Indenture are available upon written request to the Issuer as described below under "Incorporation of Certain Information by Reference." Definitions of certain terms are set forth under "—Certain Definitions."

Principal of the Notes will be payable, and the Notes may be exchanged or transferred, at the office or agency of the Issuer, which, unless otherwise provided by the Issuer, will be the offices of the Trustee. Payment of interest will be made by check mailed to the addresses of the noteholders as such addresses appear in the Note register or, at the election of any noteholder in the manner prescribed by the Indenture, by wire transfer of immediately available funds.

The Notes will be issued only in fully registered form, without coupons, in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

Terms of the Notes

We are offering $300.0 million aggregate principal amount of the Notes, which will mature on November 1, 2018. Subject to compliance with the covenant described under "—Certain Covenants—Limitation on Incurrence of Indebtedness," we can issue additional Notes from time to time in the future as part of the same series without consent from holders of the Notes. Any additional Notes that we issue in the future will be identical in all respects to the Notes offered hereby and will be treated as a single class for all purposes of the Indenture, except that Notes issued in the future may have different issuance prices and will have different issuance dates.

The Notes will bear interest at the rate per annum shown on the cover page of this prospectus from the Issue Date, or from the most recent date to which interest has been paid or provided for, payable semi-annually on May 1 and November 1 of each year, commencing May 1, 2011, to holders of record at the close of business on the immediately preceding April 15 and October 15, respectively. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

Ranking

The Notes and the Guarantees will rank equally with existing and future unsubordinated obligations of Tutor Perini and the Guarantors, respectively. The Notes and the Guarantees will be structurally subordinated to the obligations of any Subsidiary of the Issuer that is not a Guarantor. If the Issuer or a Guarantor incurs any Indebtedness in the future that provides by its terms that it is subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, the Notes or that Guarantee, as applicable, will rank senior to that Indebtedness.

The Notes and the Guarantees will be effectively subordinated to all secured indebtedness of the Issuer and each of the Guarantors to the extent of the assets securing such indebtedness.

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Optional Redemption

At any time prior to November 1, 2014, the Issuer may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days' prior notice mailed by first-class mail to the registered address of each holder of Notes or otherwise delivered in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the "Redemption Date"), subject to the rights of the holders of record on the relevant record date to receive interest due on the relevant interest payment date.

The Notes will be redeemable at the option of the Issuer, in whole or in part, at any time on or after November 1, 2014 at the redemption prices (expressed as a percentage of principal amount) set forth below, plus accrued and unpaid interest thereon, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve month period beginning on November 1 of the years indicated below:

Year

2014	103.813	%
2015	101.906	%
2016 and thereafter	100.000	%

Notwithstanding the foregoing, at any time on or prior to November 1, 2013 the Issuer may, at its option on any one or more occasions, redeem Notes in an aggregate principal amount not to exceed 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 107.625% of the principal amount, plus accrued and unpaid interest to the redemption date, with an amount equal to the Net Cash Proceeds of one or more Equity Offerings; provided that:

(1) at least 65% of the aggregate principal amount of Notes issued under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Issuer and its Subsidiaries); and

(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.

Selection and Notice

If less than all the Notes issued under the Indenture are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee on a pro rata basis, by lot or by such method as may be required pursuant to the applicable procedures of DTC; provided that no Notes of $2,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

Guarantees

The Issuer and each of the Subsidiaries of Tutor Perini that guarantees the obligations of Tutor Perini or any Domestic Subsidiary (other than an Unrestricted Subsidiary) under any of the Credit Facilities will deliver a Guarantee on the date that is the later of (x) the Issue Date and (y) the date on which such Subsidiary guarantees the obligations of Tutor Perini or any Domestic Subsidiary (other

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than an Unrestricted Subsidiary) under any of the Credit Facilities. Pursuant to the Guarantees, each of the Guarantors will fully and unconditionally guarantee all Obligations of the Issuer under the Indenture and the Notes on a senior basis. Newly formed or acquired Subsidiaries that guarantee the obligations of Tutor Perini or any Domestic Subsidiary (other than an Unrestricted Subsidiary) under any of the Credit Facilities are required to become Guarantors, as described under "—Additional Guarantees."

Each Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by the applicable Guarantor without rendering such Guarantee voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. Each Guarantor that makes a payment or distribution under a Guarantee will be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor. See "Risk Factors—Risks Relating to the Notes—Federal and state laws allow courts, under certain circumstances, to void guarantees and require note holders to return payments received from guarantors."

The Guarantee of any Restricted Subsidiary will be automatically and unconditionally released and discharged upon any of the following:

•: any sale, exchange or transfer by the Issuer or any Restricted Subsidiary to any Person or Persons, as a result of which the Restricted Subsidiary is no longer a Subsidiary of the Issuer, of a majority of the Capital Stock of, or all or substantially all the assets of, such Restricted Subsidiary, which sale, exchange or transfer is made in accordance with the provisions of the Indenture;
•: the designation of such Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the provisions of the Indenture; or
•: the release or discharge of the guarantee by such Guarantor under the Credit Facilities;

provided, in each such case, that the Issuer has delivered to the Trustee an officers' certificate and an opinion of counsel, each stating that all conditions precedent provided for in the Indenture relating to such transactions have been complied with and that such release is authorized and permitted under the Indenture.

Change of Control

If a Change of Control occurs, each noteholder will have the right to require the Issuer to purchase all or a portion (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such holder's Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date fixed for redemption), in accordance with the provisions of the next paragraph.

Within 30 days following any Change of Control, the Issuer shall mail a notice to each noteholder, with a copy to the Trustee, stating

•: that a Change of Control has occurred and that such noteholder has the right to require the Issuer to purchase such holder's Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest on an interest payment date that is on or prior to the date fixed for purchase);

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•: the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and
•: the instructions as determined by the Issuer, consistent with the covenant described hereunder, that a noteholder must follow in order to have its Notes purchased.

The Issuer shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase of Notes pursuant to the Indenture. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Issuer shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under any covenant of the Indenture by virtue of this compliance.

The Change of Control provision will not require us to make a Change of Control Offer upon the consummation of any transaction contemplated by clauses (1) and (3) of the definition of Change of Control if the party that will own, directly or indirectly, more than 50% of the Voting Stock of the Company as a result of such transaction is a Permitted Holder. See "—Certain Definitions—Permitted Holders." As a result of the definition of Permitted Holders, a concentration of control in the hands of Permitted Holders would not give rise to a situation where holders could have their Notes repurchased pursuant to a Change of Control Offer.

The occurrence of a Change of Control would constitute a default under the Credit Facilities. In addition, the Issuer's ability to purchase the Notes for cash may be limited by the Issuer's then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any purchases required in connection with a Change of Control. The Issuer's failure to purchase the Notes in connection with a Change of Control would result in a default under the Indenture, which would, in turn, constitute a default under the Credit Facilities.

The definition of Change of Control includes a phrase relating to the sale, assignment, transfer, lease, conveyance or other disposition of "all or substantially all" of the properties or assets of Tutor Perini and certain of its subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a noteholder to require us to repurchase its Notes as a result of a sale, assignment, transfer, lease, conveyance or other disposition of less than all of the assets of Tutor Perini and certain subsidiaries taken as a whole to another person or group may be uncertain.

Certain Covenants

The Indenture will contain certain covenants, including, among others, the following:

Limitation on Incurrence of Indebtedness

The Issuer will not, and will not permit any Restricted Subsidiary to, incur, directly or indirectly, any Indebtedness; provided that the Issuer or any Guarantor may incur Indebtedness if, immediately after giving effect to such incurrence, the Consolidated Coverage Ratio is at least 2.0 to 1.0 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, and the application of proceeds therefrom, had occurred at the beginning of such four-quarter period (this proviso, the "Coverage Ratio Exception").

The foregoing paragraph will not prohibit incurrence of the following Indebtedness (collectively, "Permitted Indebtedness"):

(1) the Notes issued on the Issue Date and any related Guarantees;

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(2) Indebtedness of the Issuer or any Restricted Subsidiary to the extent outstanding on the Issue Date (other than Indebtedness under the Credit Facility and the Notes and the related Guarantees);

(3) Indebtedness of the Issuer or any Restricted Subsidiary under Credit Facilities in an aggregate amount at any time outstanding pursuant to this clause (3) not to exceed the greater of (i) 350.0 million and (ii) 30% of the net book value of the accounts receivable of the Issuer and the Restricted Subsidiaries determined on a consolidated basis in accordance with GAAP and calculated on a pro forma basis to give effect to any acquisitions or dispositions of assets made in connection with any transaction on the date of calculation;

(4) Refinancing Indebtedness in respect of Indebtedness incurred pursuant to the Coverage Ratio Exception, clause (1) of this paragraph, clause (2) of this paragraph (other than any Indebtedness owed to the Issuer or any of its Subsidiaries), this clause (4), clause (13) or clause (20);

(5) Indebtedness owed by the Issuer or any Restricted Subsidiary to the Issuer or a Restricted Subsidiary; provided that

•: any such Indebtedness owed by the Issuer shall be subordinated by its terms to the prior payment in full in cash of all Obligations with respect to the Notes, and any such Indebtedness owed by any Guarantor (other than to the Issuer or any other Guarantor) shall be subordinated by its terms to the prior payment in full in cash of all Obligations with respect to the Guarantee of such Guarantor; and
•: if such Indebtedness is held by a Person other than the Issuer or a Restricted Subsidiary, the Issuer or such Restricted Subsidiary shall be deemed to have incurred Indebtedness not permitted by this clause (5);

(6) (x) the guarantee by the Issuer or any Guarantor of Indebtedness of the Issuer or a Guarantor and (y) the guarantee by any Restricted Subsidiary that is not a Guarantor of Indebtedness of any other Restricted Subsidiary that is not a Guarantor; provided that, in each case, the Indebtedness being guaranteed is incurred pursuant to the Coverage Ratio Exception or is Permitted Indebtedness;

(7) Hedging Obligations;

(8) Purchase Money Indebtedness and Capital Lease Obligations of the Issuer or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any assets (including capital expenditures of the Issuer or any Restricted Subsidiary), and Refinancings thereof, in an aggregate amount at any time outstanding pursuant to this clause (8) not to exceed the greater of $125.0 million and 15% of Consolidated Net Tangible Assets;

(9) Indebtedness of any Foreign Subsidiary in an aggregate amount not to exceed at any time outstanding pursuant to this clause (9) not to exceed $75.0 million;

(10) Indebtedness of the Issuer or any of its Restricted Subsidiaries represented by worker's compensation claims and other statutory or regulatory obligations, self-insurance obligations, tender, bid, performance, government contract, surety or appeal bonds, standby letters of credit and warranty and contractual service obligations of like nature, trade letters of credit or documentary letters of credit, in each case to the extent incurred in the ordinary course of business of the Issuer or such Restricted Subsidiary;

(11) customary indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the acquisition or disposition of any assets of the Issuer or any

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Restricted Subsidiary (other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such assets for the purpose of financing such acquisition);

(12) obligations in respect of performance bonds and completion, guarantee, surety and similar bonds in the ordinary course of business;

(13) Acquired Indebtedness; provided that after giving effect to such acquisition or merger, either

•: the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception; or
•: the Consolidated Coverage Ratio of the Issuer and the Restricted Subsidiaries is equal to or greater than immediately prior to such acquisition or merger;

(14) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business;

(15) Indebtedness consisting of Guarantees incurred in the ordinary course of business under repurchase agreements or similar agreements in connection with the financing of sales of goods in the ordinary course of business;

(16) Indebtedness under surety bonds obtained in connection with the Construction Business;

(17) Indebtedness owing by the Issuer to CIS consisting of all or any portion of the proceeds of any payments made by the Issuer or Permitted Insureds to CIS as premiums for the insurance policies issued by CIS to the Issuer or such Permitted Insureds, respectively;

(18) additional Indebtedness in an aggregate principal amount not to exceed $75.0 million at any time outstanding pursuant to this clause (18);

(19) Indebtedness incurred to finance insurance premiums not to exceed $25.0 million aggregate outstanding at any time;

(20) Contribution Indebtedness;

(21) Indebtedness from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within 10 business days of its incurrence; and

(22) the incurrence of Indebtedness by Unrestricted Subsidiaries.

For purposes of determining compliance with this covenant, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (22) above or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Issuer shall, in its sole discretion, classify such item of Indebtedness and may divide and classify such Indebtedness in more than one of the types of Indebtedness described and may later reclassify such item into any one or more of the categories of Indebtedness described above and such Indebtedness will be deemed to be incurred under the category into which it was last reclassified (provided that at the time of reclassification it meets the criteria in such category or categories; provided further that Indebtedness under clause (i) of the definition of "Credit Facilities" outstanding on the Issue Date will be deemed to have been incurred in reliance on clause (3) above). The maximum amount of Indebtedness that the Issuer or any Restricted Subsidiary may incur pursuant to this covenant will not be deemed to be exceeded solely as the result of fluctuations in the exchange rates of currencies. In determining the amount of Indebtedness incurred or outstanding, the principal amount of any particular Indebtedness of any Person shall be counted only once and any obligation of such Person or any other Person arising under any guarantee, Lien, letter of credit or similar

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instrument supporting such Indebtedness shall be disregarded so long as such other Person could have incurred such obligation hereunder.

Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, of the same class will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock.

For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness incurred pursuant to and in compliance with, this section any other obligation of the obligor on such Indebtedness (or of any other Person who could have incurred such Indebtedness under this section) arising under any Guarantee, Lien or letter of credit, bankers' acceptance or other similar instrument or obligation supporting such Indebtedness shall be disregarded to the extent that such Guarantee, Lien or letter of credit, bankers' acceptance or other similar instrument or obligation secures the principal amount of such Indebtedness.

Notwithstanding the foregoing, the Issuer will not, and will not permit any other Guarantor to, incur any Indebtedness that purports to be by its terms (or by the terms of any agreement or instrument governing such Indebtedness) subordinated in right of payment to any other Indebtedness of the Issuer or of such other Guarantor, as the case may be, unless such Indebtedness is also by its terms made subordinated in right of payment to the Notes or the Guarantee of such Guarantor, as applicable, to at least the same extent as such Indebtedness is subordinated in right of payment to such other Indebtedness of the Issuer or such Guarantor, as the case may be.

Limitation on Restricted Payments

The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, declare or make a Restricted Payment if:

(1) a Default has occurred and is continuing or would result therefrom;

(2) the Issuer could not incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception; or

(3) the aggregate amount of such Restricted Payment, together with all other Restricted Payments (the amount of any Restricted Payments made in assets other than cash to be valued at its Fair Market Value) declared or made since the Issue Date (other than any Restricted Payment described in clauses (2) through (10) of the next paragraph), would exceed the sum (the "Basket") of

(a) 50% of the Consolidated Net Income accrued during the period (treated as one accounting period) from July 1, 2010 to the end of the most recent fiscal quarter prior to the date of such Restricted Payment for which internal financial statements are available (or, in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit); plus

(b) the aggregate Net Cash Proceeds from capital contributions or the issuance and sale (other than to a Subsidiary of the Issuer) of, and the Fair Market Value of any property received in exchange for, Qualified Stock, or as a capital contribution, received by the Issuer subsequent to the Issue Date (other than Contribution Amounts, Excluded Contributions, and amounts received in exchange for the issuance of Designated Preferred Stock) or from the issue or sale of debt securities of the Issuer that have been converted or exchanged into Qualified Stock, together with the aggregate cash and Temporary Cash Investments received by the Issuer or any of its Restricted Subsidiaries at the time of such conversion or exchange; provided that for purposes of determining the Fair Market Value of property received (other than of any asset with a public trading market) in excess of $25.0 million shall be determined

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by an Independent Financial Advisor, which determination shall be evidenced by an opinion addressed to the Issuer and delivered to the Trustee; plus

(c) the amount by which Indebtedness or Disqualified Stock incurred or issued subsequent to the Issue Date is reduced on the Issuer's consolidated balance sheet upon the conversion or exchange (other than by a Subsidiary of the Issuer) into Qualified Stock (less the amount of any cash, or the Fair Market Value of any other asset, distributed by the Issuer or any Restricted Subsidiary upon such conversion or exchange); provided that such amount shall not exceed the aggregate Net Cash Proceeds received by the Issuer or any Restricted Subsidiary after the Issue Date from the issuance and sale (other than to a Subsidiary of the Issuer) of such Indebtedness or Disqualified Stock; plus

(d) to the extent not included in the calculation of the Consolidated Net Income referred to in (a), an amount equal to, without duplication:

•: 100% of the aggregate net proceeds (including the Fair Market Value of assets) received by the Issuer or any Restricted Subsidiary upon the sale or other disposition of any Investment (other than a Permitted Investment) made by the Issuer or any Restricted Subsidiary since the Issue Date; plus
•: the net reduction in Investments (other than Permitted Investments) in any Person resulting from dividends, repayments of loans or advances or other Transfers of assets subsequent to the Issue Date, in each case to the Issuer or any Restricted Subsidiary from such Person (including by way of such Person becoming a Restricted Subsidiary); plus
•: if the Basket was reduced as the result of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, the portion (proportionate to the Issuer's equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Unrestricted Subsidiary at the time such Unrestricted Subsidiary is redesignated, or liquidated or merged into, a Restricted Subsidiary;

provided that the foregoing shall not exceed, in the aggregate, the amount of all Investments which previously reduced the Basket.

The provisions of the foregoing paragraph shall not prohibit the following:

(1) dividends paid within 90 days after the date of declaration thereof if at such date of declaration such dividend would have been permitted under the Indenture;

(2) any Restricted Payment (i) (a) made in exchange for, or out of the proceeds of the substantially concurrent issuance and sale (other than to a Subsidiary of the Issuer) of, Qualified Stock ("Refunding Capital Stock"), and (b) if the Restricted Payment is the repurchase, redemption, retirement or other acquisition of Equity Interests ("Retired Capital Stock"), then if immediately prior to the Restricted Payment with respect to such Retired Capital Stock the declaration and payment of dividends on the Retired Capital Stock was permitted pursuant to clause (8) immediately below or sub clause (iii) of this clause (2) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that was declarable and payable on such Retired Capital Stock immediately prior to such retirement, (ii) with respect to any Subordinated Obligations, in exchange for or out of the proceeds of the substantially concurrent incurrence and sale (other than to a Subsidiary of the Issuer) of Refinancing Indebtedness thereof; provided that (x) no such exchange or issuance and sale shall increase the Basket and (y) no Default has occurred and is continuing or would occur as a consequence thereof, (iii), to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by the Issuer after the Issue Date; provided that (x) the Issuer could have incurred at least $1.00 of

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additional Indebtedness pursuant to the Coverage Ratio Exception at the time of the issuance of such Designated Preferred Stock and (y) the aggregate amount of dividends paid pursuant to this sub-clause (iii) shall not exceed the aggregate amount of cash actually received by the Issuer from the sale of such Designated Preferred Stock; and (iv) made with Excluded Contributions;

(3) payments by the Issuer or any Restricted Subsidiary in respect of Indebtedness of the Issuer or any Restricted Subsidiary owed to the Issuer or another Restricted Subsidiary;

(4) repurchases of Capital Stock deemed to occur upon the exercise of stock options or warrants if such Capital Stock represents a portion of the exercise price thereof and repurchases of Capital Stock deemed to occur upon the withholding of a portion of the Capital Stock granted or awarded to an employee to pay for the taxes payable by such employee upon such grant or award, including upon the vesting thereof;

(5) cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of the Issuer; provided, however, that any such cash payment shall not be for the purpose of evading the limitation of the covenant described under this subheading (as determined in good faith by the Board of Directors);

(6) so long as no Default has occurred and is continuing, the purchase, redemption or other acquisition of shares of Capital Stock of the Issuer or any of its Subsidiaries from consultants, former consultants, employees, former employees, directors or former directors of the Issuer or any of its Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors), pursuant to the terms of the agreements or otherwise (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors under which such individuals purchase or sell or are granted the option to purchase or sell, shares of such Capital Stock, or such Capital Stock vests; provided, however, that the aggregate amount of such Restricted Payments pursuant to this clause (6) (excluding amounts representing cancellation of Indebtedness) shall not exceed $10.0 million in any calendar year (with unused amounts in any calendar year being carried over to the next succeeding calendar year);

(7) repurchases of Capital Stock in one or more transactions in an aggregate amount not to exceed $100.0 million;

(8) the declaration and payments of dividends on Disqualified Stock issued pursuant to the covenant described under "—Limitation on Incurrence of Indebtedness"; so long as at the time of payment of such dividend, no Default shall have occurred and be continuing (or result therefrom);

(9) in addition to any Restricted Payments that may otherwise be permitted by this covenant, the Issuer and its Restricted Subsidiaries, in the aggregate, may make Restricted Payments not to exceed $75.0 million;

(10) the declaration or distribution of shares of an Unrestricted Subsidiary to the extent any Investment in such Unrestricted Subsidiary was made pursuant to the Basket or pursuant to clause (9) of this second paragraph of this covenant; or

(11) the repurchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Obligations in accordance with the provisions similar to those described under the captions "Change of Control" and "Certain Covenants—Limitation on Asset Sales;" provided that all Notes tendered by Holders in connection with a Change of Control Offer or Net Proceeds Offer, as applicable, have been repurchased, redeemed, acquired or retired for value.

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Limitation on Liens

The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, incur any Lien of any kind securing Indebtedness on any asset of the Issuer or any Restricted Subsidiary (including Capital Stock of a Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired, or any income or profits therefrom or assign or convey any right to receive income therefrom, except Permitted Liens, unless the Notes and the Guarantees are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer secured by a Lien; provided that if the obligations so secured are subordinated in right of payment by their terms to the Notes or a Guarantee, the Lien securing such obligations will also have subordinated Lien priority by its terms to the Lien securing the Notes and the Guarantees at least to a comparable extent.

Limitation on Transactions with Affiliates

The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, in one transaction or series of related transactions, Transfer any of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any affiliate of the Issuer (an "Affiliate Transaction"), unless the terms thereof, taken as a whole, are no less favorable to the Issuer or such Restricted Subsidiary than those that could be obtained at the time of such transaction in arm's-length dealings with a Person that is not such an affiliate.

The Board of Directors must approve each Affiliate Transaction that involves aggregate payments or other assets or services with a Fair Market Value in excess of $20.0 million. This approval must be evidenced by a board resolution that states that such board has determined that the transaction complies with the foregoing provisions.

If the Issuer or any Restricted Subsidiary enters into an Affiliate Transaction that involves aggregate payments or other assets or services with a Fair Market Value in excess of $50.0 million, then prior to the consummation of that Affiliate Transaction, the Issuer must obtain a favorable opinion from an Independent Financial Advisor that it has determined such Affiliate Transaction to be fair, from a financial point of view, to the Company, and deliver that opinion to the Trustee.

The provisions of the three foregoing paragraphs will not prohibit the following:

(1) transactions exclusively between, among or solely for the benefit of (a) the Issuer and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, in each case, that no affiliate of the Issuer (other than another Restricted Subsidiary) owns more than 10% of the Capital Stock in any such Restricted Subsidiary;

(2) customary director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements, and agreements to register securities of directors, officers, employees or other affiliates, in each case approved by the Board of Directors;

(3) Restricted Payments which are made in accordance with the covenant described under "—Limitation on Restricted Payments" and Investments constituting Permitted Investments;

(4) any issuance by the Issuer or any Restricted Subsidiary of Qualified Stock or any capital contribution therein and the entry into and performance of any registration rights and shareholder rights agreements;

(5) transactions between the Issuer or any Subsidiary and any Securitization Entity in connection with a Qualified Securitization Transaction, in each case provided that such transactions are not otherwise prohibited by the Indenture;

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(6) transactions with a Person that is an affiliate solely because the Issuer or any Restricted Subsidiary owns Capital Stock in such Person or controls such Person;

(7) purchases and sales of raw materials or Inventory in the ordinary course of business on market terms;

(8) the incurrence of any Indebtedness to the extent that (i) at least 80% amount of such Indebtedness is issued to Persons that are not affiliates of the Issuer and (ii) the terms and conditions on which such affiliates purchase such Indebtedness are no less favorable, taken as a whole, to the Issuer than the terms on which Persons that are not affiliates of the Issuer purchase such Indebtedness; or

(9) any transactions or agreements with Affiliates in existence on the Issue Date as described in or incorporated by reference in this prospectus and performance of the obligations of the Issuer and its Restricted Subsidiaries as required or permitted by the terms of such transactions and agreements, including, without limitation, any amendments thereto entered into after the date of the Issue Date; provided, however, that the terms of any such amendment are not less favorable, in any material respect, to the Issuer than the terms of the relevant agreement in effect prior to any such amendment, as determined in good faith by the Board of Directors of the Issuer; or

(10) transactions in which the Issuer or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of the first paragraph of this covenant.

Limitation on Asset Sales

The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless:

(i) the Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale; and

(ii) at least 75% of the total consideration received in such Asset Sale consists of cash, Temporary Cash Investments or assets referred to in clause (c) below, in each case, valued at the Fair Market Value thereof, or a combination of the foregoing.

For purposes of clause (ii) above, the following shall be deemed to be cash:

•: the amount (without duplication) of any liability (other than Subordinated Obligations) that would be recorded on a balance sheet prepared in accordance with GAAP of the Issuer or such Restricted Subsidiary that is expressly (i) assumed by a Person other than the Issuer or a Restricted Subsidiary, or (ii) is expunged by the holder of such liability, and with respect to which, in each case, the Issuer or such Restricted Subsidiary, as the case may be, is unconditionally released from further liability with respect thereto;
•: the amount of any obligations or securities received from such Transferee that are within 180 days repaid, converted into or sold or otherwise disposed of for cash or Temporary Cash Investments (to the extent of the cash or Temporary Cash Investments actually so received); and
•: any Designated Noncash Consideration received by the Issuer or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, not to exceed the greater of (x) $75.0 million or (y) 2.5% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value.

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If at any time any non-cash consideration received by the Issuer or any Restricted Subsidiary in connection with any Asset Sale is repaid, converted into or sold or otherwise disposed of for cash or Temporary Cash Investments (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion, sale or other disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this covenant.

If the Issuer or any Restricted Subsidiary engages in an Asset Sale, the Issuer or a Restricted Subsidiary shall, no later than 365 days following the consummation thereof, apply an amount equal to all or any of the Net Available Proceeds therefrom as follows:

(a) to repay or otherwise retire amounts owing under the Credit Facilities in accordance with the Credit Facilities;

(b) to repay or otherwise retire amounts owing under other Indebtedness (other than Subordinated Obligations) that is secured by a Lien, which Lien is permitted by the Indenture, and to correspondingly reduce commitments with respect thereto; and/or

(c) to make (i) an Investment in or expenditure for assets (including Capital Stock of any Person) that replace the assets that were the subject of the Asset Sale or in assets (including Capital Stock of any Person) that will be used in the Permitted Business and (ii) capital expenditures that will be used in the Permitted Business (or, in each case of (i) and (ii), enter into a binding commitment for any such investment or expenditure); provided that such binding commitment shall be treated as a permitted application of the Net Available Proceeds from the date of such commitment until and only until the earlier of (x) the date on which such investment or expenditure is consummated and (y) the 180th day following the expiration of the aforementioned 365-day period. If the Investment or expenditure contemplated by such binding commitment is not consummated on or before the 180th day, such commitment shall be deemed not to have been a permitted application of Net Available Proceeds.

The amount of Net Available Proceeds not applied or invested as provided in this paragraph will constitute "Excess Proceeds."

When the aggregate amount of Excess Proceeds equals or exceeds $50.0 million, the Issuer will be required to make an offer to purchase from all noteholders an aggregate principal amount of Notes and, if the Issuer is required to do so under the terms of any other Indebtedness ranking pari passu with such Notes, such other Indebtedness on a pro rata basis with the Notes, equal to the amount of such Excess Proceeds (a "Net Proceeds Offer") in accordance with the procedures set forth in the Indenture.

The offer price for the Notes will be payable in cash and will be equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the "Offered Price"). If the aggregate Offered Price of Notes validly tendered and not withdrawn by noteholders thereof exceeds the amount of Excess Proceeds, Notes to be purchased will be selected on a pro rata basis. Upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds shall be reduced to zero.

To the extent that the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer (and if applicable, the aggregate amount of pari passu Indebtedness being repaid, on a pro rata basis with the Notes) is less than the Excess Proceeds (such shortfall constituting a "Net Proceeds Deficiency"), the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes.

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In the event of the Transfer of substantially all (but not all) of the assets of the Issuer and the Restricted Subsidiaries as an entirety to a Person in a transaction covered by and effected in accordance with the covenant described under "—Merger, Consolidation and Sale of Assets," the Transferee shall be deemed to have sold for cash at Fair Market Value the assets of the Issuer and the Restricted Subsidiaries not so Transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale (with such Fair Market Value being deemed to be Net Available Proceeds for such purpose).

The Issuer shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with any purchase of Notes pursuant to the Indenture. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Issuer shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Indenture by virtue of this compliance.

Limitation on Dividend and Other Restrictions Affecting Restricted Subsidiaries

The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

(a) pay dividends or make any other distributions on its Capital Stock to the Issuer or any other Restricted Subsidiary or pay any Indebtedness owed to the Issuer or any other Restricted Subsidiary;

(b) make any loans or advances to, or guarantee any Indebtedness of, the Issuer or any other Restricted Subsidiary, or

except:

(1) any encumbrance or restriction pursuant to an agreement as in effect at or entered into on the Issue Date (including the Indenture and the Credit Facilities), as such encumbrance or restriction is in effect on the Issue Date;

(2) any Lien permitted under the Indenture that restricts the Transfer of assets which are subject to such Lien;

(3) restrictions on the Transfer of assets imposed under any agreement to sell such assets permitted under the Indenture pending the closing of such sale;

(4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the assets of any Person, other than the Person or the assets of the Person so acquired;

(5) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the Transfer of ownership interests in or the payment of dividends or distributions from such partnership, limited liability company, joint venture or similar Person;

(6) Purchase Money Indebtedness and Capital Lease Obligations incurred pursuant to clause (8) of the definition of "Permitted Indebtedness" that impose restrictions of the nature described in clause (c) above on the assets acquired;

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(7) any encumbrances or restrictions imposed by any amendments or Refinancings of the contracts, instruments or obligations referred to in clause (1), (4) or (6) above or clause (11) below; provided that such amendments or Refinancings are, in the good faith judgment of the Board of Directors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or Refinancing;

(8) covenants to maintain net worth, total assets or liquidity and similar financial responsibility covenants under contracts with customers or suppliers in the ordinary course of business;

(9) any such encumbrance or restriction consisting of customary provisions in leases governing leasehold interests to the extent such provisions restrict the Transfer of the lease or the property leased thereunder;

(10) customary provisions in leases, subleases, licenses, sublicenses and service contracts in the ordinary course of business of the Issuer and the Restricted Subsidiaries between the Issuer or any Restricted Subsidiary and its customers and other contracts restricting the assignment thereof;

(11) any agreement as in effect at the time any Person becomes a Subsidiary of the Issuer; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary;

(12) any agreement with respect to Indebtedness of a Foreign Subsidiary permitted under the Indenture so long as such prohibitions or limitations are only with respect to the properties and revenues of such Subsidiary or any Subsidiary of such Foreign Subsidiary;

(13) indentures, agreements, notes, instruments and other documents governing Indebtedness permitted to be incurred under the Indenture so long as the restrictions imposed pursuant to such Indebtedness are no more restrictive, taken as a whole, than those restrictions contained in the Credit Facility on the Issue Date; and

(14) any restriction imposed by applicable law, rule, regulation or order.

Additional Guarantees

The Issuer will cause any Subsidiary, whether currently existing, or subsequently acquired or created, that Guarantees the Issuer's obligations or the obligations of any Domestic Subsidiary (other than an Unrestricted Subsidiary) under any of the Credit Facilities or any other Indebtedness to fully and unconditionally guarantee all of the Issuer's obligations under the Notes and the Indenture on the terms set forth in the Indenture. Thereafter, such Subsidiary shall be a Guarantor for all purposes of the Indenture until released in accordance with the terms of the Indenture.

Merger, Consolidation and Sale of Assets

(A) The Issuer will not, in a single transaction or series of related transactions, consolidate or merge with or into any Person, or Transfer (or cause or permit any Restricted Subsidiary of the Issuer

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to Transfer) all or substantially all of the Issuer's assets (determined on a consolidated basis for the Issuer and its Subsidiaries) whether as an entirety or substantially as an entirety to any Person, unless

(1) either

(a) the Issuer is the surviving or continuing Person; or

(b) the Person (if other than the Issuer) formed by such consolidation or into which the Issuer is merged or the Transferee of such assets (the "Issuer Surviving Entity"):

(x) is a corporation, partnership or limited liability company organized and validly existing under the laws of the United States or any State thereof or the District of Columbia; provided that in the case where the surviving Person is not a corporation, a co-obligor of the Notes is a corporation; and

(y) expressly assumes, by supplemental indenture executed and delivered to the Trustee, the due and punctual payment of the principal of and premium, if any, and interest on all of the Notes and the performance of every covenant under the Notes and the Indenture on the part of the Issuer to be performed or observed; and

(2) each of the conditions specified in paragraph (C) below is satisfied.

For purposes of the foregoing, the Transfer in a single transaction or series of related transactions of all or substantially all of the assets of one or more Restricted Subsidiaries of the Issuer, the Capital Stock of which constitutes all or substantially all of the assets of the Issuer (determined on a consolidated basis for the Issuer and its Subsidiaries), shall be deemed to be the Transfer of all or substantially all of the assets of the Issuer.

The Indenture provides that upon any consolidation or merger in which the Issuer is not the continuing Person, or any Transfer of all or substantially all of the assets of the Issuer in accordance with the foregoing, the Issuer Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Indenture with the same effect as if the Issuer Surviving Entity had been named as such.

(B) No Guarantor will, and the Issuer will not cause or permit any such Guarantor to, consolidate with or merge with or into any Person unless

(1) either

(a) such Guarantor shall be the surviving or continuing Person; or

(b) the Person (if other than a Guarantor) formed by such consolidation or into which such Guarantor is merged shall expressly assume, by supplemental indenture executed and delivered to the Trustee, all of the obligations of such Guarantor under its Guarantee and the performance of every covenant under such Guarantor's Guarantee and the Indenture on the part of such Guarantor to be performed or observed; and

(2) each of the conditions specified in paragraph (C) below (other than clause (1) thereof) is satisfied.

The requirements of this paragraph (A) and (B) shall not apply to (x) a consolidation or merger of any Guarantor with and into the Issuer or any other Guarantor, so long as the Issuer or a Guarantor survives such consolidation or merger, or (y) a Transfer of any Guarantor that complies with the covenant described under "—Limitation on Asset Sales."

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(C) The following additional conditions shall apply to each transaction described in paragraph (A) or (B), except that clause (1) below shall not apply to a transaction described in paragraph (B):

(1) immediately after giving effect to such transaction and the assumption contemplated above (including giving effect to any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Issuer (or the Issuer Surviving Entity, if applicable)

(x) could incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception; or

(y) the Consolidated Coverage Ratio of the Issuer and the Restricted Subsidiaries is equal to or greater than immediately prior to such acquisition or merger;

(2) immediately before and immediately after giving effect to such transaction and the assumption contemplated above (including giving effect to any Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default has occurred and is continuing; and

(3) the Issuer shall have delivered to the Trustee an officers' certificate and an opinion of counsel, each stating that such transaction and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of the Indenture, that all conditions precedent in the Indenture relating to such transaction have been satisfied and that supplemental indenture is enforceable.

SEC Reports

Whether or not the Issuer is then subject to Section 13(a) or 15(d) of the Exchange Act, the Issuer will electronically file with the Commission, so long as the Notes are outstanding, the annual reports, quarterly reports and other periodic reports that the Issuer would be required to file with the Commission pursuant to Section 13(a) or 15(d) if the Issuer were so subject, and such documents will be filed with the Commission on or prior to the respective dates (the "Required Filing Dates") by which the Issuer would be required so to file such documents if the Issuer were so subject, unless, in any case, if such filings are not then permitted by the Commission.

If such filings with the Commission are not then permitted by the Commission, or such filings are not generally available on the Internet free of charge, the Issuer will, within 15 days of each Required Filing Date, transmit by mail to noteholders, as their names and addresses appear in the Note register, without cost to such noteholders, and file with the Trustee copies of, the annual reports, quarterly reports and other periodic reports that the Issuer would be required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if the Issuer were subject to such Section 13(a) or 15(d), and, promptly upon written request, supply copies of such documents to any prospective holder or beneficial owner at the Issuer's cost.

So long as the rules and regulations of the Commission would allow (including pursuant to any applicable exemptive relief) the Issuer to file periodic reports or information (if they were required by the Exchange Act to file such reports or information) on a consolidated or combined basis, the Issuer will be deemed to have satisfied their requirements in the above paragraphs if the Issuer files the reports and other information of the types otherwise so required within the applicable time periods. The Issuer also will comply with the other provisions of TIA § 314(a).

Conduct of Business

The Issuer will not, and will not permit any Restricted Subsidiary to, engage in any business other than the Permitted Business.

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Covenant Suspension

During any period of time that (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under the Indenture (the events described in the foregoing clauses (i) and (ii) being collectively referred to as a "Covenant Suspension"), the Issuer and the Restricted Subsidiaries will not be subject to the covenants (the "Suspended Covenants") described under:

(1) "Limitation on Incurrence of Indebtedness";

(2) "Limitation on Restricted Payments";

(3) "Limitation on Transactions with Affiliates";

(4) "Limitation on Asset Sales";

(5) "Limitation on Dividend and Other Restrictions Affecting Restricted Subsidiaries";

(6) "Conduct of Business"; and

(7) "clause (C)(1) of "Merger, Consolidation and Asset Sales."

In the event that the Issuer and the Restricted Subsidiaries are not subject to the Suspended Covenants under the Indenture for any period of time as a result of the foregoing, and on any subsequent date (the "Reversion Date") (a) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating or (b) the Issuer or any of its affiliates enters into an agreement to effect a transaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Notes below an Investment Grade Rating, then the Issuer and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under the Indenture with respect to future events. The period beginning on the day of a Covenant Suspension Event and ending on a Reversion Date is called a "Suspension Period." The ability of the Issuer and the Restricted Subsidiaries to make Restricted Payments after the time of such withdrawal, downgrade, Default or Event of Default will be calculated as if the covenant governing Restricted Payments had been in effect during the entire period of time from the Issue Date.

Events of Default

Any of the following shall constitute an Event of Default:

(1) default for 30 days in the payment when due of interest on any Note;

(2) default in the payment when due of principal on any Note, whether upon maturity, acceleration, optional redemption, required repurchase or otherwise;

(3) failure to perform or comply with the covenant described under "—Change of Control";

(4) failure to perform or comply with any covenant, agreement or warranty in the Indenture (other than any specified in clause (1), (2) or (3) above) which failure continues for 60 days after written notice thereof has been given to the Issuer by the Trustee or to the Issuer and the Trustee by the holders of at least 25% in aggregate principal amount of then outstanding Notes;

(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Issuer

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or any Restricted Subsidiary, whether such Indebtedness now exists or is created after the Issue Date, which

•: is caused by a failure to pay such Indebtedness at Stated Maturity (after giving effect to any grace period related thereto) (a "Payment Default"); or
•: results in the acceleration of such Indebtedness prior to its Stated Maturity;

and in each case, the principal amount of any such Indebtedness as to which a Payment Default or acceleration shall have occurred, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or more;

(6) one or more final and non-appealable judgments, orders or decrees for the payment of money of $25.0 million or more, individually or in the aggregate, shall be entered against the Issuer or any Restricted Subsidiary or any of their respective properties and which final and non-appealable judgments, orders or decrees are not covered by third party indemnities or insurance as to which coverage has not been disclaimed and are not paid, discharged, bonded or stayed within 60 days after their entry;

(7) a court having jurisdiction in the premises enters (x) a decree or order for relief in respect of the Issuer or any of its Significant Subsidiaries in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (y) a decree or order adjudging the Issuer or any of its Significant Subsidiaries a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Issuer or any of its Significant Subsidiaries under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuer or any of its Significant Subsidiaries or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days;

(8) the Issuer or any of its Significant Subsidiaries:

•: commences a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or any other case or proceeding to be adjudicated a bankrupt or insolvent; or
•: consents to the entry of a decree or order for relief in respect of the Issuer or any of its Significant Subsidiaries in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against the Issuer or any of its Significant Subsidiaries; or
•: files a petition or answer or consent seeking reorganization or relief under any applicable federal or state law; or
•: consents to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Issuer or any of its Significant Subsidiaries or of any substantial part of its property; or
•: makes an assignment for the benefit of creditors; or
•: admits in writing its inability to pay its debts generally as they become due; or
•: takes corporate action in furtherance of any such action; or

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(9) the Guarantee of any Guarantor that is a Significant Subsidiary ceases to be in full force and effect (other than in accordance with the terms of such Guarantee and the Indenture) or is declared null and void and unenforceable or is found invalid or any Guarantor denies its liability under its Guarantee (other than by reason of release of a Guarantor from its Guarantee in accordance with the terms of the Indenture and the Guarantee).

If an Event of Default occurs and is continuing (other than an Event of Default described in clause (7) or (8) above with respect to the Issuer), the Trustee or the holders of at least 25% in principal amount of the outstanding Notes may declare the principal of and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default described in clause (7) or (8) above occurs with respect to the Issuer, the principal of and interest on all the Notes will immediately become due and payable without any declaration or other act on the part of the Trustee or any holders of the Notes. Under certain circumstances, the holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.

Except to enforce the right to receive payment of principal or interest when due, no noteholder may pursue any remedy with respect to the Indenture or the Notes unless:

•: such holder has previously given the Trustee notice that an Event of Default is continuing;
•: holders of at least 25% in principal amount of the outstanding Notes have requested the Trustee to pursue the remedy;
•: such holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense;
•: the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and
•: the holders of a majority in principal amount of the outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other holder or that would involve the Trustee in personal liability.

The Indenture will provide that if a Default occurs and is continuing and is known to the Trustee, the Trustee must mail to each noteholder notice of the Default within 90 days after it occurs. Notwithstanding the foregoing, except in the case of a Default in the payment of principal of or interest on any Note, the Trustee may withhold notice if and so long as a committee of its trust officers determines that withholding notice is in the interest of the noteholders. In addition, the Issuer is required to deliver to the Trustee, within 120 days after the end of each fiscal year, a certificate indicating whether the signers thereof know of any Default that occurred during the previous year. The Issuer also is required to deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any event which would constitute certain Defaults, their status and what action the Issuer is taking or proposes to take in respect thereof.

Amendments and Waivers

Except as provided below, the Notes and the Indenture may be amended with the consent of the holders of a majority of the aggregate principal amount of Notes then outstanding (including consents obtained in connection with a tender offer or exchange for the Notes) and any past default or

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compliance with any provisions may also be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding.

Without the consent of each holder of an outstanding Note affected thereby, no amendment or waiver may:

•: reduce the principal of or change the fixed maturity of any Note;
•: alter the provisions with respect to the redemption or purchase provisions of any Note or the Indenture in a manner adverse to the holders of the Notes (other than the provisions of the Indenture relating to any offer to purchase required under the covenants described under "—Change of Control");
•: waive a redemption or purchase payment due with respect to any Note;
•: reduce the rate of or change the time for payment of interest on any Note;
•: waive a Default in the payment of principal or interest on the Notes (except that holders of at least a majority in aggregate principal amount of then outstanding Notes may (x) rescind an acceleration of the Notes that resulted from a non-payment default and (y) waive the payment default that resulted from such acceleration);
•: make the principal of or interest on any Note payable in money other than United States Dollars;
•: make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of holders of Notes to receive payments of principal of or interest on the Notes;
•: make the Notes or any Guarantee subordinated by their or its terms in right of payment to any other Indebtedness;
•: release any Guarantor that is a Significant Subsidiary from its Guarantee except in compliance with the Indenture; or
•: make any change in the amendment and waiver provisions of the Indenture.

Without the consent of any noteholder, the Issuer and the Trustee may amend the Notes and the Indenture:

•: to cure any ambiguity, defect, mistake, or inconsistency;
•: to provide for the assumption by a successor Person of the obligations of the Issuer or any Guarantor under the Indenture in accordance with the covenant described under "—Merger, Consolidation and Sale of Assets";
•: to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code);
•: to add a Guarantor;
•: to release a Guarantor from its Guarantee when permitted by the Indenture;
•: to add to the covenants of the Issuer for the benefit of the noteholders or to surrender any right or power conferred upon the Issuer;
•: to comply with any requirement of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act;

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•: to make any other change that does not materially adversely affect the rights of any noteholder; or
•: to conform the Indenture to this Description of Exchange Notes.

The consent of the noteholders is not necessary under the Indenture to approve the particular form of any proposed amendment or waiver. It is sufficient if such consent approves the substance of the proposed amendment or waiver.

After an amendment or waiver under the Indenture becomes effective, the Issuer is required to mail to noteholders a notice briefly describing such amendment or waiver. However, the failure to give such notice to all noteholders, or any defect therein, will not impair or affect the validity of the amendment or waiver.

Transfer

Notes will be issued in registered form and are transferable only upon the surrender of the Notes being transferred for registration of transfer. No service charge will be made for any registration of transfer or exchange of Notes, but the Issuer may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge payable in connection therewith.

Discharge of Indenture and Defeasance

The Indenture will, subject to certain surviving provisions, cease to be of further effect when:

(1) the Issuer delivers to the Trustee all outstanding Notes (other than Notes replaced because of mutilation, loss, destruction or wrongful taking) for cancellation; or

(2) all outstanding Notes have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption as described above, and the Issuer irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon,

and if in either case the Issuer pays all other sums payable under the Indenture by the Issuer. The Trustee will acknowledge satisfaction and discharge of the Indenture on written demand of the Issuer accompanied by an officers' certificate and an opinion of counsel and at the cost and expense of the Issuer.

Subject to the conditions to defeasance described below and in the Indenture and the survival of certain provisions, the Issuer at any time may terminate:

(1) all its obligations under the Notes and the Indenture ("legal defeasance option"); or

(2) its obligations under certain restrictive covenants and the related Events of Default ("covenant defeasance option").

the Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Issuer exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default referred to in clause (2) of the immediately preceding paragraph.

In order to exercise either defeasance option, the Issuer must irrevocably deposit in trust (the "defeasance trust") with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Notes to redemption or maturity, as the case may be, and must comply with certain other conditions, including delivery to the Trustee of an opinion of counsel to the effect that holders of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and, in the case of legal defeasance only, such opinion of counsel must be based on a ruling of the Internal Revenue Service or change in applicable federal income tax law).

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Concerning the Trustee

Wilmington Trust FSB has been appointed by the Issuer as Registrar and Paying Agent with regard to the Notes.

The holders of a majority in principal amount of the outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that if an Event of Default occurs (and is not cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of such person's own affairs. Subject to such provisions and the other rights and duties of the Trustee, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any noteholder, unless such noteholder shall have offered to the Trustee security or indemnity satisfactory to it against any cost, expense and liabilities which might be incurred by it in compliance with such request.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of the Issuer or any of its subsidiaries will have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Indenture, the Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

Governing Law

The Indenture provides that it and the Notes will be governed by, and construed in accordance with, the laws of the State of New York without giving effect to principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby.

Certain Definitions

"Acquired Indebtedness" means (1) with respect to any Person that becomes a Restricted Subsidiary after the Issue Date, Indebtedness of such Person and its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary and (2) with respect to the Issuer or any Restricted Subsidiary, any Indebtedness of a Person (other than the Issuer or a Restricted Subsidiary) existing at the time such Person is merged with or into the Issuer or a Restricted Subsidiary, or Indebtedness expressly assumed in connection with the acquisition of the stock or any asset or assets from another Person; provided that such Indebtedness was not incurred by such Person in connection with or in contemplation of such merger or acquisition.

"affiliate" of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

"Applicable Premium" means, with respect to any Note on any Redemption Date, the greater of:

(1) 1.0% of the principal amount of such Note; and

(2) the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Note at November 1, 2014 (such redemption price being set forth in the table appearing above under the caption "Optional Redemption"), plus (ii) all required interest payments due on such Note through November 1, 2014 (excluding accrued but unpaid interest to

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the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (b) then outstanding principal amount of such Note.

"Asset Sale" means any Transfer by the Issuer or any Restricted Subsidiary (other than to the Issuer or a Restricted Subsidiary) of:

•: any shares of Capital Stock of a Restricted Subsidiary (other than (i) directors' qualifying shares and, to the extent required by local ownership laws in foreign countries, shares owned by foreign shareholders), and (ii) Preferred Stock of a Restricted Subsidiary issued in compliance with the covenant in the section titled "Certain Covenants—Limitation on Incurrence of Indebtedness);
•: all or substantially all the assets of any division, business segment or comparable line of business of the Issuer or any Restricted Subsidiary; or
•: any other assets of the Issuer or any Restricted Subsidiary outside of the ordinary course of business of the Issuer or such Restricted Subsidiary.

Notwithstanding the foregoing, the term "Asset Sale" shall not include:

(1) for purposes of the covenant described under "—Certain Covenants—Limitation on Asset Sales," a Transfer that constitutes a Permitted Investment or a Restricted Payment permitted by the covenant described under "—Certain Covenants—Limitation on Restricted Payments" or permitted under "—Certain Covenants—Merger, Consolidation and Sale of Assets";

(2) sales of accounts receivable of the type specified in the definition of "Qualified Securitization Transaction" to a Securitization Entity for the Fair Market Value thereof;

(3) sales or grants of non-exclusive licenses to use the patents, trade secrets, know-how and other intellectual property of the Issuer or any Restricted Subsidiary to the extent that such licenses are granted in the ordinary course of business, and do not prohibit the Issuer or any Restricted Subsidiary from using the technologies licensed and do not require the Issuer or any Restricted Subsidiary to pay any fees for any such use;

(4) a Transfer pursuant to the creation of a Lien permitted under the Indenture including pursuant to any foreclosure of assets or other remedy provided by applicable law by a creditor of the Issuer or any Restricted Subsidiary with a Lien on such assets, if such Lien is permitted under the Indenture;

(5) a Transfer involving only cash, Temporary Cash Investments or Inventory in the ordinary course of business;

(6) any Transfer of damaged, worn-out or obsolete equipment in the ordinary course of business;

(7) the lease or sublease of any real or personal property in the ordinary course of business;

(8) a Transfer of assets having a Fair Market Value and a sale price of less than $10.0 million;

(9) any Transfer constituting a taking, condemnation or other eminent domain proceeding; provided that any Net Available Proceeds from such Transfer (assuming such Transfer was an "Asset Sale" for purposes of the definition of Net Available Proceeds) in excess of $10 million shall be applied in accordance with the "Limitation on Asset Sales" covenant;

(10) dispositions of accounts receivable in connection with the collection or compromise thereof;

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(11) dispositions of property to the extent that such property is exchanged for credit against the purchase price of similar replacement property which is concurrently purchased pursuant to a transaction otherwise permitted hereunder, in each case under Section 1031 of the Code;

(12) dispositions of the Equity Interests of or other Investments in any joint venture to the extent required by the terms of customary buy/sell type arrangements entered into in connection with the formation of such joint venture;

(13) sales or transfer of any assets designated as long-term investments on the Issuer's balance sheet as of March 31, 2010;

(14) the termination of a contract, including the unwinding of a hedge obligation;

(15) licenses or sublicenses of intellectual property; or

(16) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary, including in connection with a merger or consolidation.

"Basket" has the meaning set forth under "—Certain Covenants—Limitation on Restricted Payments."

"Capital Lease Obligations" means an obligation that is required to be classified and accounted for as a capital lease for financial reporting purposes in accordance with GAAP. The amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP (except for temporary treatment of construction-related expenditures paid by any Person other than the Issuer or any of its Restricted Subsidiaries under EITF 97-10, "The Effect of Lessee Involvement in Asset Construction," which will ultimately be treated as operating leases upon a sale-leaseback transaction), and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty.

"Capital Stock" of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.

"Change of Control" means the occurrence of any of the following events:

(1) the Issuer becomes aware of (by way of a report or other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act but for purposes of determining the "person" or "group" Permitted Holders shall be excluded), other than the Permitted Holders, acquiring beneficial ownership (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act), of Voting Stock representing 50% or more of the voting power of the total outstanding Voting Stock of the Issuer;

(2) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors (together with any new directors whose election to the Board of Directors or whose nomination for election by the shareholders of the Issuer was approved by a vote of the majority of the directors of the Issuer then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors then in office;

(3) the Issuer consolidates with or merges with or into another Person or another Person merges with or into the Issuer, or all or substantially all the assets of the Issuer and the Restricted Subsidiaries, taken as a whole, are Transferred to another Person, other than the Permitted Holders, and, in the case of any such merger or consolidation, the securities of the Issuer that are

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outstanding immediately prior to such transaction and which represent 100% of the aggregate voting power of the Voting Stock of the Issuer are changed into or exchanged for cash, securities or property, unless pursuant to such transaction such securities are changed into or exchanged for, in addition to any other consideration, securities of the surviving Person that represent immediately after such transaction, at least a majority of the aggregate voting power of the Voting Stock of the surviving Person; or

(4) the Issuer liquidates or dissolves or the stockholders of the Issuer adopt a plan of liquidation or dissolution.

Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (1) the Issuer becomes a direct or indirect wholly-owned subsidiary of a holding company and (2)(A) the direct or indirect holders of the voting stock of such holding company immediately following that transaction are substantially the same as the holders of our voting stock immediately prior to that transaction or (B) immediately following that transaction no person (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the voting stock of such holding company.

"CIS" means PCR Insurance Company, an Arizona corporation, one hundred percent of the equity interests in which are held by the Issuer, to act as a "captive insurance subsidiary" for the purpose of engaging in the business of insuring certain business risks of the Issuer and its Subsidiaries and Permitted Insureds.

"Code" means the Internal Revenue Code of 1986, as amended.

"Consolidated Coverage Ratio" as of any date of determination means the ratio of (a) the aggregate amount of EBITDA for the period of the most recent four consecutive fiscal quarters for which internal financial statements are available to (b) Consolidated Fixed Charges for such four fiscal quarters; provided that:

(1) if the Issuer or any Restricted Subsidiary has incurred any Indebtedness since the beginning of such period and prior to the event for which the Consolidated Coverage Ratio is being calculated that remains outstanding prior to the event for which the calculation is being made, EBITDA and Consolidated Fixed Charges for such period shall be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been incurred on the first day of such period and the discharge of any other Indebtedness repaid, repurchased, defeased or otherwise discharged with the proceeds of such new Indebtedness as if such discharge had occurred on the first day of such period (except that, in the case of Indebtedness used to finance working capital needs incurred under a revolving credit or similar arrangement, the amount thereof shall be deemed to be the average daily balance of such Indebtedness during such four-fiscal-quarter period);

(2) if since the beginning of such period the Issuer or any Restricted Subsidiary shall have Transferred any assets in an Asset Sale, the EBITDA for such period shall be reduced by an amount equal to the EBITDA (whether positive or negative) directly attributable to the assets which are the subject of such Transfer for such period, and Consolidated Fixed Charges for such period shall be reduced by an amount equal to the Consolidated Fixed Charges directly attributable to any Indebtedness of the Issuer or any Restricted Subsidiary repaid, repurchased, defeased, assumed by a third person (to the extent the Issuer and its Restricted Subsidiaries are no longer liable for such Indebtedness) or otherwise discharged with respect to the Issuer and its continuing Restricted Subsidiaries in connection with such Transfer for such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Fixed Charges for such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent the Issuer and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale);

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(3) if since the beginning of such period the Issuer or any Restricted Subsidiary (by merger or otherwise) shall have made an Investment in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or an acquisition of assets, which acquisition constitutes all or substantially all of an operating unit or division of a business, including any such Investment or acquisition occurring in connection with a transaction requiring a calculation to be made hereunder, EBITDA and Consolidated Fixed Charges for such period shall be calculated after giving pro forma effect thereto (including the incurrence of any Indebtedness) as if such Investment or acquisition occurred on the first day of such period;

(4) if since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period) shall have made any Transfer of assets in an Asset Sale, any Investment or acquisition of assets that would have required an adjustment pursuant to clause (2) or clause (3) above if made by the Issuer or a Restricted Subsidiary during such period, EBITDA and Consolidated Fixed Charges for such period shall be calculated after giving pro forma effect thereto as if such Transfer, Investment or acquisition occurred on the first day of such period; and

(5) if the Issuer or any Restricted Subsidiary has repaid any Indebtedness since the beginning of such period that no longer remains outstanding on such date of determination, EBITDA and Consolidated Fixed Charges for such period shall be calculated after giving effect on a pro forma basis to the repayment of such Indebtedness as if such Indebtedness had repaid on the first day of such period as if such discharge had occurred on the first day of such period.

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the amount of income, earnings or expense relating thereto and the amount of Consolidated Fixed Charges associated with any Indebtedness incurred in connection therewith, the pro forma calculations shall be (i) based on the reasonable good faith judgment of a responsible financial or accounting officer of the Issuer and (ii) set forth in a certificate delivered to the Trustee from such officer (it may include, for the avoidance of doubt, cost savings and operating expense reductions resulting from such transaction (which are being given pro forma effect) that are reasonably expected to be realized in the twelve month period immediately subsequent to such transaction or determined in accordance with Article 11 of Regulation S-X promulgated by the SEC). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest of such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months).

"Consolidated Fixed Charges" means, with respect to any period, the sum (without duplication) of:

(1) the interest expense of the Issuer and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP consistently applied, including, without limitation:

•: amortization of debt issuance costs and debt discount;
•: the net payments, if any, under Interest Rate Agreements (including amortization of discounts);
•: the interest portion of any deferred payment obligation;
•: accrued interest;
•: commissions, discounts and other fees and charges incurred in respect of letters of credit or bankers acceptance financings;

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(2) the interest component of the Capital Lease Obligations paid or accrued during such period;

(3) all interest capitalized during such period;

(4) interest accrued during such period on Indebtedness of the type described in clause (6) or (7) of the definition of "Indebtedness";

(5) the product of

•: the amount of all dividends on any series of Preferred Stock of the Issuer and the Restricted Subsidiaries (other than dividends paid in Qualified Stock and other than dividends paid to the Issuer or to a Restricted Subsidiary) paid, accrued or scheduled to be paid or accrued during such period;
•: a fraction, the numerator of which is one and the denominator of which is one minus then current effective consolidated Federal, state and local tax rate of the Issuer, expressed as a decimal; and

(6) fees related to a Qualified Securitization Transaction.

"Consolidated Net Income" means, for any period, the net income (or loss) of the Issuer and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP consistently applied; provided that there shall not be included in such Consolidated Net Income:

(1) any extraordinary, unusual, or non-recurring gains, losses, charges or expenses;

(2) any net income or loss of any Person if such Person is not a Restricted Subsidiary, except Consolidated Net Income shall be increased by the amount of cash actually distributed by such Person during such period to the Issuer or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to a Restricted Subsidiary, to the limitations contained in clause (3) below);

(3) solely for the purpose of determining the amount available for Restricted Payments, the net income of any Restricted Subsidiary that is not a Guarantor to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is not at the time permitted, directly or indirectly, without prior approval (that has not been obtained), pursuant to the terms of its charter or any agreement, instrument and governmental regulation applicable to such Restricted Subsidiary or its stockholders;

(4) any gain or loss realized upon the sale or other disposition of (x) any assets (including pursuant to Sale and Leaseback Transactions) which is not sold or otherwise disposed of in the ordinary course of business or (y) any Capital Stock of any Person;

(5) any net after-tax income or loss from discontinued operations; and

(6) the cumulative effect of a change in accounting principles.

"Consolidated Net Tangible Assets" means, as of any date of determination, the Total Assets less the sum of (1) the goodwill and other intangible assets, net and (2) all current liabilities, in each case, reflected on the most recent consolidated balance sheet of the Issuer and its Restricted Subsidiaries as at the end of the most recently ended fiscal quarter for which financial statements have been or are required to have been delivered pursuant to the Indenture, as applicable, as of the date of determination, determined on a consolidated basis in accordance with GAAP (and, in the case of any determination relating to any Investment, on a Pro Forma Basis including any property or assets being acquired in connection therewith).

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"Construction Business" means the general contracting, construction management, engineering and design build services business of the Issuer and its Subsidiaries or any business substantially related or incidental thereto.

"Contribution Amounts" means the aggregate amount of capital contributions applied by the Issuer to permit the Incurrence of Contribution Indebtedness pursuant to clause (20) of the definition of "Permitted Indebtedness".

"Contribution Indebtedness" means Indebtedness of the Issuer or any Restricted Subsidiary in an aggregate principal amount not greater than the aggregate amount of cash contributions (other than the proceeds from the issuance of Disqualified Stock or any cash contribution by the Issuer or any Restricted Subsidiary) made to the capital of the Issuer or such Restricted Subsidiary after the Issue Date (whether through the issuance or sale of Capital Stock or otherwise); provided that such Contribution Indebtedness (a) is incurred within 180 days after the making of the related cash contribution and (b) is so designated as Contribution Indebtedness pursuant to an Officers' Certificate on the date of incurrence thereof.

"Coverage Ratio Exception" has the meaning set forth in the proviso in the first paragraph of the covenant described under "—Certain Covenants—Limitation on Incurrence of Indebtedness."

"Credit Facilities" means (i) the Third Amended and Restated Credit Agreement by and among the Issuer (f/k/a Perini Corporation), the guarantors named therein, Bank of America, N.A., as administrative agent and the other lenders party thereto, as amended as of the Issue Date and (ii) any other documents evidencing Indebtedness, and in each case including any notes, guarantees, collateral and security documents (including mortgages, pledge agreements and other security arrangements), instruments and agreements executed in connection therewith, and in each case as amended, amended and restated, supplemented, modified or Refinanced from time to time, including, without limitation, any agreement or agreements extending the maturity of, or Refinancing (including increasing the amount of borrowings or other Indebtedness outstanding or available to be borrowed thereunder), all or any portion of the Indebtedness under such agreement, including, without limitation, any indenture or indentures, and any successor or replacement agreement or agreements, including, without limitation, any indenture or indentures with the same or any other agents, creditor, lender or group of creditors, lenders, trustee or noteholders.

"Currency Agreement" means, with respect to any Person, any foreign exchange contract, currency swap agreement or other similar agreement to which such Person is a party or a beneficiary.

"Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default; provided that any Default that results solely from the taking of an action that would have been permitted but for the continuation of a previous Default will be deemed to be cured if such previous Default is cured prior to becoming an Event of Default.

"Designated Noncash Consideration" means the Fair Market Value of non-cash consideration received by the Issuer or one of its Restricted Subsidiaries in connection with an Asset Sale that is designated as Designated Noncash Consideration pursuant to an officer's certificate, setting forth the basis of such valuation, executed by a senior financial officer of the Issuer, less the amount of cash or Temporary Cash Investments received in connection with a subsequent sale of such Designated Noncash Consideration.

"Designated Preferred Stock" means Preferred Stock of the Issuer (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary) and is so designated as Designated Preferred Stock, pursuant to an officers' certificate executed by a senior vice president or the principal financial officer of the Issuer on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (b) of the first paragraph of the "—Certain Covenants—Limitation on Restricted Payments" covenant.

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"Disqualified Stock" means, with respect to any Person, any Capital Stock which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event:

(1) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise; or

(2) is redeemable at the option of the holder thereof, in whole or in part, in each case on or prior to the date that is 91 days after the earlier of (i) the Stated Maturity of the Notes and (ii) the date on which the Notes are no longer outstanding and for consideration that is not Qualified Stock;

provided that any class of Capital Stock of such Person that, by its terms, authorizes such Person to satisfy in full its obligations with respect to the payment of dividends or upon maturity, redemption (pursuant to a sinking fund or otherwise) or repurchase thereof or otherwise by the delivery of Qualified Stock, and that is not convertible, puttable or exchangeable for Disqualified Stock or Indebtedness, will not be deemed to be Disqualified Stock so long as such Person satisfies its obligations with respect thereto solely by the delivery of Qualified Stock; provided further that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof (or the holders of any security into or for which such Capital Stock is convertible, exchangeable or exercisable) the right to require the Issuer or any Restricted Subsidiary to redeem or purchase such Capital Stock upon the occurrence of a change in control occurring prior to the final maturity date of the Notes shall not constitute Disqualified Stock if the change in control provisions applicable to such Capital Stock are no more favorable to such holders than the provisions described under the caption "—Change of Control" and such Capital Stock specifically provides that the Issuer or such Restricted Subsidiary will not redeem or purchase any such Capital Stock pursuant to such provisions prior to the Issuer's purchase of the Notes as required pursuant to the provisions described under the caption "—Change of Control."

"Domestic Subsidiary" means a Restricted Subsidiary of the Issuer that is not a Foreign Subsidiary.

"EBITDA" for any period means the sum of Consolidated Net Income for such period plus, without duplication, the following to the extent deducted in calculating such Consolidated Net Income:

(1) Consolidated Fixed Charges;

(2) income tax expense determined on a consolidated basis in accordance with GAAP;

(3) depreciation expense determined on a consolidated basis in accordance with GAAP;

(4) amortization expense determined on a consolidated basis in accordance with GAAP;

(5) amounts attributable to minority interest;

(6) any non-cash charge, loss, or expense (including any impairment charge or asset write-off pursuant to GAAP), excluding any such non-cash charge, loss, or expense, that represents an accrual or reserve for potential cash items in any future period;

(7) all costs and expenses arising from or related to the Notes and/or in connection with amending the Credit Facilities;

(8) non-cash stock compensation, including any non-cash expenses arising from stock options, stock grants or other equity-incentive programs, the granting of stock appreciation rights and similar arrangements;

(9) to the extent the related loss is not added back in calculating such Consolidated Net Income, proceeds of business interruption insurance policies to the extent of such related loss;

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(10) fees related to a Qualified Securitization Transaction;

(11) any fees, costs and expenses of the Issuer and its Restricted Subsidiaries incurred as a result of acquisitions, Investments, Asset Sales permitted hereunder and the issuance, repayment or amendment of Equity Interests or Indebtedness permitted hereunder (in each case, whether or not consummated);

provided that EBITDA shall be reduced by all non-cash items increasing such Consolidated Net Income (excluding (x) any non-cash item to the extent that it represents an accrual of cash receipts to be received in a subsequent period and (y) the amount attributable to minority interests).

"Equity Offering" means a public or private offering or placement of Capital Stock of the Issuer (other than Disqualified Stock).

"Excluded Contribution" means net cash proceeds, marketable securities or property received by the Issuer from:

(a) contributions to its common equity capital, and

(b) the sale (other than to a Subsidiary of the Issuer or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Issuer) of Capital Stock (other than Disqualified Stock) of the Issuer,

in each case designated as Excluded Contributions pursuant to an officers' certificate executed by a senior vice president or the principal financial officer of the Issuer on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (b) of the first paragraph under "—Certain Covenants—Limitation on Restricted Payments."

"Fair Market Value" means, with respect to any asset, the price (after taking into account any liabilities, including contingent and off-balance sheet liabilities, relating to such assets) that would be negotiated in an arm's-length transaction for cash between a willing seller and a willing and able buyer, neither of which is under any compulsion to complete the transaction. Fair Market Value (other than of any asset with a public trading market) in excess of $20 million shall be determined by the Board of Directors acting reasonably and in good faith and shall be evidenced by a Board Resolution delivered to the Trustee.

"Foreign Subsidiary" means (i) a Restricted Subsidiary that is incorporated in a jurisdiction other than the United States or a State thereof or the District of Columbia, and (ii) any Restricted Subsidiary that has no material assets other than Capital Stock, securities or indebtedness of one or more Foreign Subsidiaries (or Subsidiaries thereof).

"GAAP" means generally accepted accounting principles in the United States which are in effect on the Issue Date. At any time after the Issue Date, the Issuers may elect to apply International Financial Reporting Standards ("IFRS") accounting principles in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS on the date of such election; provided that any such election, once made, shall be irrevocable; provided, further, that any calculation or determination in this Indenture that requires the application of GAAP for periods that include fiscal quarters ended prior to the Issuers' election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP. The Issuers shall give notice of any such election made in accordance with this definition to the Trustee.

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"guarantee" means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or other obligation of any Person and any obligation, direct or indirect, contingent or otherwise, of such Person:

(1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation of such Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise); or

(2) entered into for the purpose of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);

provided that the term "guarantee" shall not include endorsements for collection or deposit in the ordinary course of business. The term "guarantee" used as a verb has a corresponding meaning. The term "guarantor" shall mean any Person guaranteeing any obligation.

"Guarantee" means a full and unconditional senior guarantee of the Notes pursuant to the Indenture.

"Guarantor" means any Restricted Subsidiary of the Issuer that issues a Guarantee of the Notes, in each case, until such Person is released from its Guarantee in accordance with the Indenture.

"Hedging Obligations" of any Person means the obligations of such Person pursuant to any Interest Rate Agreement, Currency Agreement or any agreement to limit commodity risk, in each case excluding Hedging Obligations entered into for speculative purposes.

"incur" means issue, create, assume, enter into a guarantee with respect to, incur or otherwise become liable for; provided that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be incurred by such Subsidiary at the time it becomes a Restricted Subsidiary. Neither the accrual of interest nor the accretion of original issue discount shall be deemed to be an incurrence of Indebtedness. The term "incurrence" when used as a noun shall have a correlative meaning.

"Indebtedness" means, with respect to any Person, without duplication, and whether or not contingent:

(1) all indebtedness of such Person for borrowed money or for the deferred purchase price of assets or services or which is evidenced by a note, bond, debenture or similar instrument, to the extent it would appear as a liability upon a balance sheet of such Person prepared in accordance with GAAP (excluding any footnotes thereto);

(2) all Capital Lease Obligations of such Person to the extent they would appear as a liability upon a balance sheet of such Person prepared in accordance with GAAP (excluding any footnotes thereto);

(3) all obligations of such Person in respect of letters of credit or bankers' acceptances issued or created for the account of such Person to the extent it would appear as a liability upon a balance sheet of such Person prepared in accordance with GAAP (excluding any footnotes thereto);

(4) net obligations of such Person under Interest Rate Agreements or Currency Agreements;

(5) all Disqualified Stock issued by such Person and all Preferred Stock issued by any Restricted Subsidiary of such Person, in each case, valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid dividends thereon;

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(6) to the extent not otherwise included, any guarantee by such Person of any other Person's indebtedness or other obligations described in clauses (1) through (5) above; and

(7) all Indebtedness of others secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided that the amount of such Indebtedness shall be the lesser of (x) the Fair Market Value of such asset at such date of determination and (y) the amount of such Indebtedness.

For the avoidance of doubt, "Indebtedness" shall not include:

(a) trade payables or other accrued liabilities incurred in the ordinary course of business and payable in accordance with customary practices;

(b) deferred tax obligations;

(d) non-interest bearing installment obligations and accrued liabilities incurred in the ordinary course of business; and

(e) obligations of the Issuer or any Restricted Subsidiary pursuant to contracts for, or options, puts or similar arrangements relating to, the purchase of raw materials or the sale of Inventory at a time in the future entered into in the ordinary course of business.

For purposes hereof, the "maximum fixed repurchase price" of any Disqualified Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by the Fair Market Value of, such Disqualified Stock, such Fair Market Value is to be determined in good faith by the board of directors of the Issuer of such Disqualified Stock. The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations as described above at such date; provided that the amount outstanding at any time of any Indebtedness issued with original issue discount shall be deemed to be the face amount of such Indebtedness less the remaining unamortized portion of the original issue discount of such Indebtedness at such time as determined in conformity with GAAP. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness or Disqualified Stock, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Disqualified Stock in the form of additional shares of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of the Indenture.

"Independent Financial Advisor" means a firm:

•: which does not, and whose directors, officers or affiliates do not, have a material financial interest in the Issuer or any of its Subsidiaries; and
•: which, in the judgment of Issuer, is otherwise independent and qualified to perform the task for which it is to be engaged.

"Interest Rate Agreement" means any interest rate swap agreement, interest rate cap agreement or other similar financial agreement or arrangement.

"Inventory" has the meaning provided in the Uniform Commercial Code of the State of New York, as amended.

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"Investment" in any Person means any direct or indirect advance, loan or other extension of credit (including by way of guarantee or similar arrangement) or capital contribution to, or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such Person. "Investment" excludes (a) any Restricted Payment of the type described in clause (2) of the definition "Restricted Payment" and (b) any purchase or acquisition of Indebtedness of the Issuer or any of its Subsidiaries.

For purposes of the definition of "Unrestricted Subsidiary," the definition of "Restricted Payment" and the covenant described under "—Certain Covenants—Limitation on Restricted Payments":

(1) "Investment" shall include the portion (proportionate to the Issuer's direct and indirect equity interest in such Subsidiary) of the Fair Market Value of the net assets of any Restricted Subsidiary at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary;

(2) any asset Transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such Transfer; and

(3) if the Issuer or any Restricted Subsidiary Transfers any Capital Stock of any direct or indirect Restricted Subsidiary, or any Restricted Subsidiary issues Capital Stock, such that, after giving effect to any such Transfer or issuance, such Person is no longer a Restricted Subsidiary, the Issuer shall be deemed to have made an Investment on the date of any such Transfer or issuance equal to the Fair Market Value of the Capital Stock of such Person held by the Issuer or such Restricted Subsidiary immediately following any such Transfer or issuance.

"Investment Grade Rating" means a rating equal to or higher than Baa3 (or the equivalent) by Moody's and BBB- (or the equivalent) by S&P, or, in either case, an equivalent rating by any other Rating Agency.

"Issue Date" means the date on which the Notes are originally issued.

"Issuer Surviving Entity" has the meaning set forth under "—Certain Covenants—Merger, Consolidation and Sale of Assets."

"Joint Venture" means any Person in which the Issuer owns, directly or indirectly, less than a hundred percent (100%) of the equity interests therein.

"Lien" means, any mortgage, deed of trust, lien, pledge, charge, debenture, security interest or encumbrance of any kind in respect of an asset with respect to any asset then held by the Issuer or a Restricted Subsidiary, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in any asset and any filing of, or agreement to give, any financing statement under the UCC or equivalent statutes) of any jurisdiction other than to evidence a lease.

"Moody's" means Moody's Investors Service, Inc. and any successor to its rating agency business.

"Net Available Proceeds" from an Asset Sale means the aggregate cash proceeds received by such Person and/or its affiliates in respect of such transaction, which amount is equal to the excess, if any, of:

(1) the cash received by such Person and/or its affiliates (including any cash payments received by way of deferred payment pursuant to, or monetization of, a note or installment receivable or otherwise, but only as and when received) in connection with such transaction, over

(2) the sum of (a) the amount of any Indebtedness that is secured by such asset and which is repaid by such person in connection with such transaction (other than any such Indebtedness assumed by the purchaser of such assets), plus (b) all fees, commissions, and other expenses

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incurred by such Person in connection with such transaction, plus (c) provision for taxes, including income taxes, attributable to the transaction or attributable to required prepayments or repayments of Indebtedness with the proceeds of such transaction, including any withholding taxes imposed on the repatriation of proceeds plus (d) a reasonable reserve for the after-tax cost of any indemnification payments (fixed or contingent) attributable to seller's indemnities to purchaser in respect of such transaction undertaken by the Issuer or any of its Restricted Subsidiaries in connection with such transaction, plus (e) if such Person is a Restricted Subsidiary, any dividends or distributions payable to holders of minority interests in such Restricted Subsidiary from the proceeds of such transaction, plus (f) any reasonable reserves established by, and reflected on the financial statements of, the Issuer and its Restricted Subsidiaries in accordance with GAAP (other than any taxes deducted pursuant to clause (c) above) (x) associated with the assets that are the subject of such event and (y) retained by the Issuer or any Restricted Subsidiary to fund contingent liabilities that are directly attributable to such event and that are reasonably estimated to be payable by the Issuer or any Restricted Subsidiary within 18 months following the date that such event occurred (other than in the case of contingent tax liabilities, which shall be reasonably estimated to be payable within the current or immediately succeeding tax year); provided that any amount by which such reserves are reduced for reasons other than payment of any such contingent liabilities shall be considered "Net Available Proceeds" on the date of such reduction.

"Net Cash Proceeds," with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale net of attorneys' fees, accountants' fees, underwriters' or placement agents' fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

"Obligations" means, with respect to any Indebtedness, any principal, interest, penalties, fees, indemnification, reimbursements, costs, expenses, damages and other liabilities payable under the documentation governing such Indebtedness.

"Permitted Business" means (1) the same or a similar line of business as the Issuer and the Restricted Subsidiaries are engaged in on the Issue Date as described in this prospectus and (2) such business activities as are complementary, incidental, ancillary or related to, or are reasonable extensions of, the foregoing.

"Permitted Holders" means (i) Ronald N. Tutor; (ii) any of his brothers, sisters, children of brothers or sisters, grandchildren, grand nieces, grand nephews and other members of his immediate family, and other descendants; (iii) in the event of the incompetence or death of any of the Persons described in clauses (i) and (ii), such Person's estate, executor, administrator, committee or other personal representative; (iv) any trusts created for the benefit of the Persons described in clause (i) or (ii); or (v) any Person controlled by any of the Persons described in clause (i), (ii), or (iv) and (v) any group of Persons (as defined in the Exchange Act) in which the Persons described in clause (i), (ii), or (iv), individually or collectively, control such group. For purposes of this definition, "control," as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities or by agreement or otherwise.

"Permitted Indebtedness" has the meaning set forth in the second paragraph under "—Certain Covenants—Limitation on Incurrence of Indebtedness."

"Permitted Insured" means (a) any Person, including any subcontractor of the Issuer or one of its Subsidiaries, engaged to perform work on a project, (b) any vendor engaged to provide goods or services to a project, and (c) any owner of or interest holder in a project, in each case for a project in which the Issuer or one of its Subsidiaries is acting as the general contractor or a subcontractor.

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"Permitted Investment" means:

(1) any Investment in cash, Temporary Cash Investments or the Notes;

(2) any Investment in the Issuer or any Restricted Subsidiary;

(3) any Investment by the Issuer or any Restricted Subsidiary in a Person, if as a result of such Investment:

•: such Person becomes a Restricted Subsidiary; or
•: such Person is merged or consolidated with or into, or Transfers or conveys all or substantially all of its assets to, or is liquidated into, the Issuer or a Guarantor;

(4) receivables owing to the Issuer or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided that such trade terms may include such concessionary trade terms as the Issuer or any such Restricted Subsidiary deems reasonable under the circumstances;

(5) loans or advances to employees of the Issuer or any Restricted Subsidiary that are made in the ordinary course of business of the Issuer or such Restricted Subsidiary, in an aggregate amount, taken together with all other loans or advances made pursuant to this clause (5) that are at the time outstanding, not to exceed $15.0 million;

(6) Investments to the extent such Investment represents the non-cash portion of the consideration received in an Asset Sale as permitted pursuant to the covenant described under "—Certain Covenants—Limitation on Asset Sales" or represents consideration received from the sale of assets not considered to be an Asset Sale for purposes of such covenant;

(7) Investments of cash or Temporary Cash Investments in any Restricted Subsidiary that is not a Guarantor in the form of Indebtedness that is not subordinated by its terms to any other obligations;

(8) Investments in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers;

(9) Hedging Obligations incurred pursuant to clause (7) of the definition of "Permitted Indebtedness";

(10) Additional Investments in an aggregate amount, taken together with all other Investments made pursuant to this clause (10) that are at that time outstanding, not to exceed $50.0 million;

(11) any Investment by the Issuer or a Wholly Owned Subsidiary of the Issuer in a Securitization Entity; provided that such Investment is in the form of a Purchase Money Note or an equity interest or interests in accounts receivable generated by the Issuer or any of its Subsidiaries;

(12) any Indebtedness of the Issuer to any of its Subsidiaries incurred in connection with the purchase of accounts receivable and related assets by the Issuer from any such Subsidiary which assets are subsequently conveyed by the Issuer to a Securitization Entity in a Qualified Securitization Transaction;

(13) Investments consisting of take or pay obligations contained in supply agreements relating to products, services or commodities of a type that the Issuer or any of its Subsidiaries uses or sells in the ordinary course of business;

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(14) security deposits required by utility companies and other Persons in a similar line of business to that of utility companies and governmental authorities that are utility companies, in each case, made in the ordinary course of business of the Issuer and its Subsidiaries;

(15) any guarantees of Indebtedness permitted by clause (6) of the definition of "Permitted Indebtedness";

(16) Investments existing on the Issue Date;

(17) Investments of a Restricted Subsidiary acquired after the Issue Date or of an entity merged into the Issuer or merged into or consolidated with a Restricted Subsidiary after the Issue Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;

(18) advances of payroll payments to employees in the ordinary course of business; and

(19) any Investment in Joint Ventures consistent with construction industry practice.

The amount of any Permitted Investment made in assets other than cash shall be its Fair Market Value.

The amount of any Investments outstanding for purposes of clause (10) above and the amount of Investments made since the Issue Date for purposes of clause (9) of the second paragraph under "—Certain Covenants—Limitation on Restricted Payments" shall be equal to the aggregate amount of Investments made pursuant to such clause reduced (but not below zero) by the following (to the extent not included in the calculation of Consolidated Net Income for purposes of determining the Basket and without duplication):

•: the aggregate net proceeds (including the Fair Market Value of assets other than cash) received by the Issuer or any Restricted Subsidiary upon the sale or other disposition of any Investment made pursuant to such clause;
•: the net reduction in Investments made pursuant to such clause resulting from dividends, repayments of loans or advances or other Transfers of assets to the Issuer or any Restricted Subsidiary;
•: to the extent that the amount available for Investments under such clause was reduced as the result of the designation of an Unrestricted Subsidiary, the portion (proportionate to the Issuer's equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Unrestricted Subsidiary at the time such Unrestricted Subsidiary is redesignated, or liquidated or merged into, a Restricted Subsidiary; and
•: the net reduction in Investments made pursuant to such clause resulting from repayment of letters of credit or the expiration of letters of credit undrawn.

"Permitted Liens" means:

(1) Liens on assets of a Person at the time such Person becomes a Subsidiary or when such assets are acquired (including by way of merger with such Person); provided that (a) such Lien was not incurred in anticipation of or in connection with the transaction or series of related transactions pursuant to which such Person became a Subsidiary or such assets were acquired and (b) such Lien does not extend to cover any assets of the Issuer or any other Restricted Subsidiary;

(2) Liens existing on the Issue Date other than Liens securing Indebtedness incurred under clause (3) of the second paragraph under "—Certain Covenants—Limitation on Incurrence of Indebtedness";

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(3) Liens imposed by law that are incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers', warehousemen's, mechanics', landlords', materialmen's, employees', laborers', employers', suppliers', banks', repairmen's and other like Liens, in each case, for sums not yet due or that are being contested in good faith by appropriate proceedings and that are appropriately reserved for in accordance with GAAP if required by GAAP;

(4) Liens for taxes, assessments and governmental charges not yet due or payable or subject to penalties for non-payment or that are being contested in good faith by appropriate proceedings and that are appropriately reserved for in accordance with GAAP if required by GAAP;

(5) Liens on assets acquired or constructed after the Issue Date securing Purchase Money Indebtedness and Capital Lease Obligations; provided that such Liens shall in no event extend to or cover any assets other than such assets acquired or constructed after the Issue Date with the proceeds of such Purchase Money Indebtedness or Capital Lease Obligations;

(6) zoning restrictions, easements, rights-of-way, restrictions on the use of real property, other similar encumbrances on real property incurred in the ordinary course of business and minor irregularities of title to real property that do not (a) secure Indebtedness or (b) individually or in the aggregate materially impair the value of the real property affected thereby or the occupation, use and enjoyment in the ordinary course of business of the Issuer and the Restricted Subsidiaries at such real property;

(7) terminable short term leases or permits for occupancy, which leases or permits (1) expressly grant to the Issuer or any Restricted Subsidiary the right to terminate them at any time on not more than six months' notice and (b) do not individually or in the aggregate interfere with the operation of the business of the Issuer or any Restricted Subsidiary or individually or in the aggregate impair the use (for its intended purpose) or the value of the property subject thereto;

(8) pledges or deposits in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;

(9) Liens resulting from operation of law with respect to any judgments, awards or orders to the extent that such judgments, awards or orders do not cause or constitute an Event of Default;

(10) bankers' Liens, rights of setoff and other similar Liens existing solely with respect to cash and cash equivalents on deposit in one or more accounts maintained by the Issuer or any Restricted Subsidiary in accordance with the provisions of the Indenture in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements; provided that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;

(11) Liens securing Refinancing Indebtedness relating to Permitted Liens of the type described in clauses (1), (2), (5) and (33) of this definition; provided that such Liens extend only to the assets securing the Indebtedness being Refinanced;

(12) other Liens securing obligations in an aggregate amount at any time outstanding not to exceed $75.0 million;

(13) Liens securing Indebtedness incurred under clause (3) of the second paragraph under "—Certain Covenants—Limitation on Incurrence of Indebtedness";

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(14) Liens securing Hedging Obligations of the type described in clause (7) of the definition of "Permitted Indebtedness";

(15) Liens securing Indebtedness of Foreign Subsidiaries;

(16) Liens in favor of the Issuer or any Guarantor;

(17) Liens on assets or shares of stock of a Person at the time such Person becomes a Subsidiary; provided that such Lien was not incurred in anticipation of or in connection with the transaction or series of related transactions pursuant to which such Person became a Subsidiary;

(18) Liens in favor of banks that arise under Article 4 of the UCC on items in collection and documents relating thereto and proceeds thereof and Liens arising under Section 2-711 of the UCC;

(19) Liens arising or that may be deemed to arise in favor of a Securitization Entity arising in connection with a Qualified Securitization Transaction;

(20) pledges or deposits by such Person under workers' compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or United States government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent or deposits as security for the payment of insurance-related obligations (including, but not limited to, in respect of deductibles, self-insured retention amounts and premiums and adjustments thereto), in each case incurred in the ordinary course of business;

(21) Liens in favor of the issuers of surety, performance, judgment, appeal and like bonds or letters of credit issued in the ordinary course of business;

(22) Liens occurring solely by the filing of a UCC statement (or similar filings), which filing (A) has not been consented to by the Issuer or any Restricted Subsidiary or (B) arises solely as a precautionary measure in connection with operating leases or consignment of goods;

(23) any obligations or duties affecting any property of the Issuer or ay Restricted Subsidiary to any municipality or public authority with respect to any franchise, grant, license or permit that do not materially impair the use of such property for the purposes for which it is held;

(24) Liens on any property in favor of domestic or foreign governmental bodies to secure partial, progress, advance or other payments pursuant to any contract or statute, not yet due and payable;

(25) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements;

(26) deposits, pledges or other Liens to secure obligations under purchase or sale agreements;

(27) other Liens or, with respect to real property, title defects (including matters which an accurate survey might disclose) which (i) do not secure Indebtedness; and (ii) do not materially detract from the value of such property or materially impair the use thereof by the Issuer or such Restricted Subsidiary in the operation of its business;

(28) leases or subleases granted to others not interfering in any material respect with the business of the Issuer or any of its Restricted Subsidiaries;

(29) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods (including under Article 2 of the Uniform Commercial Code) and Liens that are

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contractual rights of set-off relating to purchase orders and other similar agreements entered into by the Issuer or any of its Restricted Subsidiaries;

(30) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of business;

(31) Liens consisting of an agreement to sell or otherwise dispose of any property in an Asset Sale permitted under "—Certain Covenants—Limitation on Asset Sales" in each case solely to the extent such Asset Sale would have been permitted on the date of the creation of such Lien;

(32) Liens securing Indebtedness permitted to be incurred under clause (18) under "—Certain Covenants—Limitation on Incurrence of Indebtedness;" and

(33) Liens securing Indebtedness in an aggregate principal amount not to exceed $30.0 million with respect to the property known as "Duck Creek" located at APNs 161-31-702-027, 161-31-702-022, 161-31-702-024, Las Vegas, Nevada and the property located at APN 103-10-010-007, Clark County Nevada.

For purposes of determining compliance with this definition, Permitted Liens need not be incurred solely by reference to one category of Permitted Liens described above but are permitted to be incurred in part under any combination thereof.

"Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

"Preferred Stock," as applied to the Capital Stock of any corporation, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such corporation, over shares of Capital Stock of any other class of such corporation.

"principal" of a Note means the principal of the Note plus the premium, if any, payable on the Note which is due or overdue or is to become due at the relevant time.

"Purchase Money Indebtedness" mean Indebtedness:

•: consisting of the deferred purchase price of assets, including equipment and property, conditional sale obligations, obligations under any title retention agreement, other purchase money obligations, mortgages and obligations in respect of industrial revenue bonds or similar Indebtedness; and
•: incurred to finance the acquisition by the Issuer or a Restricted Subsidiary of such asset, including additions and improvements or the installation, construction or improvement of such asset;

provided that any Lien arising in connection with any such Indebtedness shall be limited to the specified asset being financed or, in the case of real property or fixtures, including additions and improvements, the real property on which such asset is attached; provided further that such Indebtedness is incurred within 180 days after such acquisition of, or the completion of construction of, such asset by the Issuer or Restricted Subsidiary.

"Purchase Money Note" means a promissory note evidencing a line of credit, which may be irrevocable, from, or evidencing other Indebtedness owed to, the Issuer or any of its Subsidiaries in connection with a Qualified Securitization Transaction, which note shall be repaid from cash available to the maker of such note, other than amounts required to be established as reserves pursuant to agreements, amounts paid to investors in respect of interest, principal and other amounts owing to such investors and amounts paid in connection with the purchase of newly generated receivables.

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"Qualified Securitization Transaction" means any transaction or series of transactions that may be entered into by the Issuer, any Restricted Subsidiary or a Securitization Entity pursuant to which the Issuer or such Restricted Subsidiary or that Securitization Entity may, pursuant to customary terms, sell, convey or otherwise transfer to or grant a security interest in for the benefit of, (1) a Securitization Entity or the Issuer or any Restricted Subsidiary which subsequently transfers to a Securitization Entity (in the case of a transfer by the Issuer or such Restricted Subsidiary) and (2) any other Person (in the case of transfer by a Securitization Entity), any accounts receivable (whether now existing or arising or acquired in the future) of the Issuer or any Restricted Subsidiary which arose in the ordinary course of business of the Issuer or such Restricted Subsidiary, and any assets related thereto, including, without limitation, all collateral securing such accounts receivable, all contracts and contract rights and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets (including contract rights) which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable.

"Qualified Stock" means any Capital Stock of the Issuer other than Disqualified Stock.

"Rating Agencies" means Moody's and S&P or if Moody's or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer which shall be substituted for Moody's or S&P or both, as the case may be.

"Refinance" means, in respect of any Indebtedness, to refinance, extend, increase, replace, renew, refund, repay, prepay, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness, in part or in whole. "Refinanced" and "Refinancing" shall have correlative meanings.

"Refinancing Indebtedness" means, with respect to any Indebtedness, Indebtedness incurred to Refinance such Indebtedness that does not:

(1) result in an increase in the aggregate principal amount of Indebtedness being Refinanced as of the date of such proposed Refinancing (plus the amount of any premium required to be paid under the terms of the instrument governing such Indebtedness and plus the amount of reasonable expenses incurred in connection with such Refinancing) or

(2) create Indebtedness with (a) a Weighted Average Life to Maturity that is less than the Weighted Average Life to Maturity of the Indebtedness being Refinanced or (b) a final maturity earlier than the final maturity of the Indebtedness being Refinanced;

provided that (x) if the Indebtedness being Refinanced is subordinated in right of payment by its terms to the Notes or a Guarantee, then such Refinancing Indebtedness shall be subordinated in right of payment by its terms to the Notes or such Guarantee at least to the same extent and in the same manner as the Indebtedness being Refinanced and (y) the obligor(s) on the Refinancing Indebtedness shall not include any Person that is not the Issuer or a Guarantor or a Person that is an obligor on the Indebtedness being Refinanced.

"Restricted Payment" means, with respect to any Person:

(1) any dividend or other distribution declared or paid on any Capital Stock of the Issuer (other than dividends or distributions payable solely in Qualified Stock); or

(2) any payment to purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Issuer;

(3) any payment to purchase, redeem, defease or otherwise acquire or retire for value any Subordinated Obligations prior to the Stated Maturity thereof (other than (i) any Purchase Money

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Indebtedness incurred after the Issue Date upon the sale, condemnation or casualty of the related asset and (ii) any Indebtedness owed to the Issuer or any of the Restricted Subsidiaries); or

(4) the making of an Investment (other than a Permitted Investment), including any Investment in an Unrestricted Subsidiary (including by the designation of any Subsidiary of the Issuer as an Unrestricted Subsidiary).

"Restricted Subsidiary" means each Subsidiary of the Issuer that is not an Unrestricted Subsidiary.

"S&P" means Standard & Poor's, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

"Securitization Entity" means a Wholly Owned Subsidiary of the Issuer (or another Person in which the Issuer or any Subsidiary of the Issuer makes an Investment and to which the Issuer or any Subsidiary of the Issuer Transfers accounts receivable):

(1) which is designated by the Board of Directors (as provided below) as a Securitization Entity and engages in no activities other than in connection with the financing of accounts receivable;

(2) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (a) is guaranteed by the Issuer or any of its Subsidiaries (other than the Securitization Entity) (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (b) is recourse to or obligates the Issuer or any of its Subsidiaries (other than the Securitization Entity) in any way other than pursuant to Standard Securitization Undertakings or (c) subjects any asset of the Issuer or any of its Subsidiaries (other than the Securitization Entity), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings and other than any interest in the accounts receivable (whether in the form of an equity interest in such assets or subordinated indebtedness payable primarily from such financed assets) retained or acquired by the Issuer or any of its Subsidiaries;

(3) with which neither the Issuer nor any of its Subsidiaries has any material contract, agreement, arrangement or understanding other than on terms no less favorable to the Issuer or such Subsidiary than those that might be obtained at the time from Persons that are not affiliates of the Issuer, other than fees payable in the ordinary course of business in connection with servicing receivables of such entity; and

(4) to which neither the Issuer nor any of its Subsidiaries has any obligation to maintain or preserve such entity's financial condition or cause such entity to achieve certain levels of operating results.

Any such designation by the Board of Directors shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution giving effect to such designation and an officers' certificate certifying that such designation complied with the foregoing conditions.

"Significant Subsidiary" means (1) any Restricted Subsidiary that is a "significant subsidiary" of the Issuer on a consolidated basis within the meaning of Regulation S-X promulgated by the SEC or (2) any Restricted Subsidiary that, when aggregated with all other Restricted Subsidiaries that are not otherwise Significant Subsidiaries and as to which any event described in clause (7) or (8) under "—Events of Default" has occurred and is continuing, would constitute a Significant Subsidiary under clause (1) of this definition.

"Standard Securitization Undertakings" means representations, warranties, covenants and indemnities entered into by the Issuer or any of its Subsidiaries which are reasonably customary in an accounts receivable securitization transaction.

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"Stated Maturity" means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency unless such contingency has occurred).

"Subordinated Obligation" means any Indebtedness of the Issuer or a Guarantor (whether outstanding on the Issue Date or thereafter incurred) which is subordinated by its terms in right of payment to the Notes or the Guarantee of the Issuer or such Guarantor.

"Subsidiary" means, in respect of any Person, any corporation, association, partnership or other business entity of which Voting Stock representing more than 50% of the total voting power of all outstanding Voting Stock of such Person is at the time owned, directly or indirectly, by:

•: such Person;
•: such Person and one or more Subsidiaries of such Person; or
•: one or more Subsidiaries of such Person.

"Temporary Cash Investments" means any of the following:

(1) any investment in direct obligations of the United States of America or any agency thereof or obligations guaranteed by the United States of America or any agency thereof;

(2) investments in time or demand deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company which is organized under the laws of the United States of America, any State thereof or any foreign country recognized by the United States, and which bank or trust company has capital, surplus and undivided profits aggregating in excess of $50,000,000 (or the foreign currency equivalent thereof) and has outstanding debt which is rated "A-2" or higher by Moody's, "A" or higher by S&P or the equivalent rating by any other nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) or any money-market fund sponsored by a registered broker dealer or mutual fund distributor;

(3) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (1) above entered into with a bank meeting the qualifications described in clause (2) above;

(4) investments in commercial paper, maturing not more than 90 days after the date of acquisition, issued by a corporation (other than an affiliate of the Issuer) organized and in existence under the laws of the United States of America, any State thereof or the District of Columbia or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is "P-2" or higher from Moody's, "A-2" or higher from S&P or the equivalent rating by any other nationally recognized statistical rating organization (as defined above);

(5) investments in securities with maturities of six months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least "A" by Moody's or "A" by S&P; and

(6) shares of any money market mutual fund rated at least AAA or the equivalent thereof by S&P, at least Aaa or the equivalent thereof by Moody's or any other mutual fund at least 95% of whose assets consist of the type specified in clauses (1) through (5) above.

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"Total Assets" means the total assets of the Issuer and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of the Issuer.

"Transfer" means to sell, assign, transfer, lease (other than pursuant to an operating lease entered into in the ordinary course of business), convey or otherwise dispose of, consolidation, merger or otherwise, in one transaction or a series of transactions. "Transferred," "Transferor" and "Transferee" have correlative meanings.

"Treasury Rate" means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to November 1, 2014; provided, however, that if the period from the Redemption Date to November 1, 2014 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

"Treasury Services Agreements" means, with respect to the Issuer or any of its Restricted Subsidiaries, any direct or indirect liability, contingent or otherwise, of such Person in respect of cash pooling services, cash management services (including treasury, depository, overdraft (daylight and temporary), credit or debit card, electronic funds transfer and other cash management arrangements), including obligations for the payment of fees, interest, charges, expenses, attorneys' fees and disbursements in connection therewith to the extent provided for in the documents evidencing such cash management services.

"UCC" means the Uniform Commercial Code in effect in the applicable jurisdiction.

"Unrestricted Subsidiary" means:

•: any Subsidiary of the Issuer that at the time of determination shall have been designated an Unrestricted Subsidiary by the Company; and
•: any Subsidiary of an Unrestricted Subsidiary.

The Company may designate any Subsidiary of the Issuer (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or holds any Lien on any assets of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided that:

•: no Default has occurred and is continuing or would occur as a consequence thereof;
•: (x) the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception or (y) the Consolidated Coverage Ratio of the Issuer and the Restricted Subsidiaries is equal to or greater than immediately prior to such designation; and
•: either (x) the Subsidiary to be so designated has total assets of $1,000 or less or (y) if such Subsidiary has assets greater than $1,000, such designation would be permitted under the covenant described under "—Certain Covenants—Limitation on Restricted Payments" (treating the Fair Market Value of the Issuer's proportionate interest in the net worth of such Subsidiary on such date calculated in accordance with GAAP as the amount of the Investment).

The Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that:

•: no Default has occurred and is continuing; and

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•: Indebtedness of such Unrestricted Subsidiary and all Liens on any asset of such Unrestricted Subsidiary outstanding immediately following such redesignation would, if incurred at such time, be permitted to be incurred under the Indenture.

Any designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, as the case may be, that involves total assets of $20.0 million or more shall be approved by the Board of Directors.

"U.S. Government Obligations" means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer's option.

"Voting Stock" of a Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.

"Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) then outstanding aggregate principal amount of such Indebtedness into

(2) the sum of the total of the products obtained by multiplying (x) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof, by (y) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment.

"Wholly Owned Subsidiary" means a Restricted Subsidiary all the Capital Stock of which (other than directors' qualifying shares) is owned by the Issuer and/or one or more Wholly Owned Subsidiaries.

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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of certain United States federal income tax considerations relating to the exchange of Old Notes for Exchange Notes in the exchange offer. It does not contain a complete analysis of all the potential tax considerations relating to the exchange. This summary is limited to holders of Old Notes who hold the Old Notes as "capital assets" (in general, assets held for investment). Special situations, such as the following, are not addressed:

•: tax consequences to holders who may be subject to special tax treatment, such as tax-exempt entities, dealers in securities or currencies, banks, other financial institutions, insurance companies, regulated investment companies, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings or corporations that accumulate earnings to avoid United States federal income tax;
•: tax consequences to persons holding notes as part of a hedging, integrated, constructive sale or conversion transaction or a straddle or other risk reduction transaction;
•: tax consequences to holders whose "functional currency" is not the United States dollar;
•: tax consequences to persons who hold notes through a partnership or similar pass-through entity;
•: United States federal gift tax, estate tax or alternative minimum tax consequences, if any; or
•: any state, local or non-United States tax consequences.

The discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended, existing and proposed Treasury regulations promulgated thereunder, and rulings, judicial decisions and administrative interpretations thereunder, as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in United States federal income tax consequences different from those discussed below.

Consequences of Tendering Old Notes

The exchange of your Old Notes for Exchange Notes in the exchange offer should not constitute an exchange for United States federal income tax purposes because the Exchange Notes should not be considered to differ materially in kind or extent from the Old Notes. Accordingly, the exchange offer should have no United States federal income tax consequences to you if you exchange your Old Notes for Exchange Notes. For example, there should be no change in your tax basis and your holding period should carry over to the Exchange Notes. In addition, the United States federal income tax consequences of holding and disposing of your Exchange Notes should be the same as those applicable to your Old Notes.

The preceding discussion of certain United States federal income tax considerations of the exchange offer is for general information only and is not tax advice. Accordingly, each investor should consult its own tax advisor as to particular tax consequences to it of exchanging Old Notes for Exchange Notes, including the applicability and effect of any state, local or foreign tax laws, and of any proposed changes in applicable laws.

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PLAN OF DISTRIBUTION

Each broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of Exchange Notes.

This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Old Notes if the Old Notes were acquired as a result of market-making activities or other trading activities.

We have agreed to make this prospectus, as amended or supplemented, available to any broker-dealer to use in connection with any such resale for a period of at least 180 days after the expiration date. In addition, until (90 days after the date of this prospectus), all broker-dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions:

•: in the over-the-counter market;
•: in negotiated transactions; or
•: through the writing of options on the Exchange Notes or a combination of such methods of resale.

These resales may be made:

•: at market prices prevailing at the time of resale;
•: at prices related to such prevailing market prices; or
•: at negotiated prices.

Any such resale may be made directly to purchasers or to or through brokers or dealers. Brokers or dealers may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Notes. An "underwriter" within the meaning of the Securities Act includes:

•: any broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to the exchange offer; or
•: any broker or dealer that participates in a distribution of such Exchange Notes.

Any profit on any resale of Exchange Notes and any commissions or concessions received by any persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

For a period of not less than 180 days after the expiration of the exchange offer we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests those documents in the letter of transmittal. We have agreed to pay all expenses incident to performance of our obligations in connection with the exchange offer, other than commissions or concessions of any brokers or dealers. We will indemnify the holders of the Exchange Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act, and will contribute to payments that they may be required to make in request thereof.

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LEGAL MATTERS

The validity of the exchange notes and the guarantees offered in this prospectus will be passed upon for us by Kirkland & Ellis LLP, New York, New York.

EXPERTS

The consolidated financial statements incorporated in this prospectus by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 2010, and the effectiveness of the Company's internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. We have also filed with the SEC a registration statement on Form S-4, which you can access on the SEC's Internet site at http://www.sec.gov, to register the Exchange Notes. This prospectus, which forms part of the registration statement, does not contain all of the information included in that registration statement. For further information about us and the Exchange Notes offered in this prospectus, you should refer to the registration statement and its exhibits. You may read and copy any materials we file with the SEC at the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the Public Reference Room. The SEC also maintains an Internet site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You may also obtain certain of these documents on our Internet site at http://www.tutorperini.com. Our web site and the information contained on that site, or connected to that site, are not incorporated into and are not a part of this prospectus.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This prospectus incorporates by reference important business and financial information about our company that is not included in or delivered with this document. The information incorporated by reference is considered to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. Any statement contained in this prospectus or in any document incorporated or deemed to be incorporated by reference into this prospectus that is modified or superseded by subsequently filed materials shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. We incorporate by reference the documents set forth below that we have previously filed with the SEC, including all exhibits thereto, and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act from now until the termination of the exchange offer:

•: our Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on March 7, 2011;
•: our Current Reports on Form 8-K, filed with the SEC on March 25, 2011 and furnished to the SEC on April 5, 2011.

You can obtain any of the documents incorporated by reference into this prospectus from the SEC's web site at the address described above. You may also request a copy of these filings, at no cost, by writing or telephoning to the address and telephone set forth below. We will provide, without charge, upon written or oral request, copies of any or all of the documents incorporated by reference into this prospectus (excluding exhibits to such documents unless such exhibits are specifically incorporated by reference therein). You should direct requests for documents to: Tutor Perini Corporation, Investor Relations, 15901 Olden Street, Sylmar, CA 91342, telephone number (818)-362-8391.

In order to obtain timely delivery of any copies of filings requested, please write or call us no later than , 2011, which is five business days before the expiration date of the exchange offer.

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Tutor Perini Corporation

Exchange Offer for
$300,000,000
7⁵/8% Senior Notes due 2018

PROSPECTUS
, 2011

We have not authorized any dealer, salesperson or other person to give any information or represent anything to you other than the information contained in this prospectus. You may not rely on unauthorized information or representations.

This prospectus does not offer to sell or ask for offers to buy any of the securities in any jurisdiction where it is unlawful, where the person making the offer is not qualified to do so, or to any person who cannot legally be offered the securities.

The information in this prospectus is current only as of the date on its cover, and may change after that date. For any time after the cover date of this prospectus, we do not represent that our affairs are the same as described or that the information in this prospectus is correct, nor do we imply those things by delivering this prospectus or selling securities to you.

Until , 2011, all dealers that effect transactions in these securities, whether or not participating in the exchange offer may be required to deliver a prospectus. This is in addition to the dealers' obligations to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

Arizona

Perini Building Company, Inc. is incorporated under the laws of Arizona.

Section 10-851 of the Arizona Revised Statutes permits a corporation to indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if all of the following conditions exist: (a) the individual's conduct was in good faith; (b) the individual reasonably believed in the case of conduct in an official capacity with the corporation, that the conduct was in its best interests and in all other cases, that the conduct was at least not opposed to its best interests; and (c) in the case of any criminal proceedings, the individual had no reasonable cause to believe the conduct was unlawful. Section 10-851 of the Arizona Revised Statutes permits a corporation to indemnify an individual made a party to a proceeding because the director engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation pursuant to section 10-202, subsection B, paragraph 2 of the Arizona Revised Statutes. The termination of a proceeding by judgment, order, settlement or conviction or on a plea of no contest or its equivalent is not of itself determinative that the director did not meet the standard of conduct described in this section. Under Arizona Revised Statutes, a corporation may not indemnify a director under this section either: (a) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or (b) in connection with any other proceeding charging improper financial benefit to the director, whether or not involving action in the director's official capacity, in which the director was adjudged liable on the basis that financial benefit was improperly received by the director. Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.

The Articles of Incorporation of Perini Building Company, Inc. provide for the indemnification of officers and directors to the fullest extent permitted by law.

California

Rudolph and Sletten, Inc., Tutor-Saliba LLC, Tutor-Saliba Corporation and Powerco Electric Corp. are incorporated under the laws of California.

A California corporation has the power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding, including any threatened, pending or completed action, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation to procure a judgment in its favor), by reason of the fact that the person is or was an agent of the corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding if that person acted in good faith and in a manner the person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful. A California corporation also has the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was an agent of the corporation, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of the action if the person acted in good faith, in a manner the person believed to be in the best interests of the corporation and its shareholders. When a director, officer, employee or other agent of the corporation is successful on the merits in defense of any proceeding referred to above or in defense of any claim, issue, or matter therein, the corporation must indemnify

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him against the expenses, including attorney's fees, actually and reasonably incurred by the agent in connection therewith.

Section 317 further authorizes a corporation to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in that capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against that liability under Section 317.

Section 17155 of the Beverly-Killea Limited Liability Company Act, which provides that, except for a breach of certain fiduciary duties, the articles of organization or written operating agreement of a limited liability company may provide for indemnification of any person, including, without limitation, any manager, member, officer, employee or agent of the limited liability company, against judgments, settlements, penalties, fines or expenses of any kind incurred as a result of acting in that capacity.

The bylaws of Rudolph and Sletten, Inc. provide for the indemnification of officers and directors to the fullest extent permitted by law.

The Limited Liability Company Agreement of Tutor-Saliba LLC provides that the company shall, to the fullest extent authorized by the Beverly-Killea Limited Liability Company Act, indemnify and hold harmless any member, manager, officer or employee of the company from and against any and all claims and demands arising by reason of the fact that such person is, or was, a member, manager, officer or employee of the company.

The bylaws of Tutor-Saliba Corporation provide for the indemnification of officers and directors to the fullest extent permitted by law.

The bylaws of Powerco Electric Corp. permit the indemnification of officers and directors to the fullest extent permitted by law.

Delaware

Perini Environmental Services, Inc., International Construction Management Services, Inc., Percon Constructors, Inc., Tutor Holdings, LLC, Tutor Pacific Construction, LLC, Tutor Micronesia Construction, LLC and Daniel J. Keating Construction Company, LLC are incorporated under the laws of Delaware.

Under the Section 145 of the Delaware General Corporation Law ("DGCL"), a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding (i) if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal action or proceeding, if he or she had no reasonable cause to believe such conduct was unlawful. In actions brought by or in the right of the corporation, a corporation may indemnify such person against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which that person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of

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the case, such person in fairly and reasonably entitled to indemnification for such expenses which the Court of Chancery or other such court shall deem proper. To the extent that such person has been successful on the merits or otherwise in defending any such action, suit or proceeding referred to above or any claim, issue or matter therein, he or she is entitled to indemnification for expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. The indemnification and advancement of expenses provided for or granted pursuant to Section 145 of the DGCL is not exclusive of any other rights of indemnification or advancement of expenses to which those seeking indemnification or advancement of expenses may be entitled, and a corporation may purchase and maintain insurance against liabilities asserted against any former or current, director, officer, employee or agent of the corporation, or a person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether or not the power to indemnify is provided by the statute.

Section 18-108 of the Delaware Limited Liability Company Act provides that a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

The bylaws of Perini Environmental Services, Inc. provide for the indemnification of officers and directors to the fullest extent permitted by law.

The bylaws of International Construction Management Services, Inc. provide for the indemnification of officers and directors to the fullest extent permitted by law.

The bylaws of Percon Constructors, Inc. provide for the indemnification of officers and directors to the fullest extent permitted by law.

The operating agreement of Tutor Holdings, LLC provides that, to the greatest extent not inconsistent with the Delaware Limited Liability Company Act and other laws and public policies, the company shall indemnify against expenses and liabilities of any member or manager made a party or who was threatened to be made a party to any proceeding by the company or another because such party is or was a member or manager, as a matter of right, against all liability incurred by such person in connection with any action, suit, or proceeding or any threatened, pending or complete action of suit or proceeding, whether civil, criminal, administrative or investigate.

The operating agreement of Tutor Pacific Construction, LLC provides for the indemnification of officers and directors to the fullest extent permitted by law.

The operating agreement of Tutor Micronesia Construction, LLC provides for the indemnification of officers and directors to the fullest extent permitted by law.

The Limited Liability Company Agreement of Daniel J. Keating Construction Company, LLC provides that the company shall indemnify the sole member, the managers and any officer, director and affiliate thereof or of the company, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or it in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of any act or omission performed or omitted by the sole member, the managers or such persons on behalf of the company, to the fullest extent provided by the Delaware Limited Liability Company Act.

Florida

James A. Cummings, Inc. is incorporated under the laws of Florida.

Section 607.0831 of the Florida Business Corporation Act ("FBCA") limits the liability of directors of Florida corporations. Section 607.0831 provides that a director is not personally liable for monetary

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damages to the corporation or any other person unless the director breached or failed to perform his or her duties as a director and the director's breach of, or failure to perform, those duties constituted:

•: a violation of the criminal law, unless the director had reasonable cause to believe his or her conduct was lawful, or had no reasonable cause to believe his or her conduct was unlawful;
•: a transaction from which the director derived an improper personal benefit, either directly or indirectly;
•: a circumstance under which the liability provisions of Florida law for unlawful distributions are applicable;
•: in a proceeding by or in the right of the corporation to procure a judgment in its favor or by or in the right of a shareholder, conscious disregard for the best interest of the corporation or willful misconduct; or
•: in a proceeding by or in the right of someone other than the corporation or by or in the right of a shareholder, recklessness or an act or omission which was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety, or property.

Section 607.0850 of the FBCA empowers a Florida corporation, subject to certain limitations, to indemnify its directors, officers and employees against expenses (including attorneys' fees, judgments, fines and certain settlements) actually and reasonably incurred by them in connection with any suit or proceeding to which they are a party so long as they acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to a criminal action or proceeding, so long as they had no reasonable cause to believe their conduct to have been unlawful.

Section 608.4229 of the Florida Limited Liability Company Act provides that, subject to such standards and restrictions set forth in its articles of organization or operating agreement, a limited liability company may, and shall have the power to, but shall not be required to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. Notwithstanding that provision, indemnification or advancement of expenses shall not be made to or on behalf of any member, manager, managing member, officer, employee, or agent if a judgment or other final adjudication establishes that the actions, or omissions to act, of such member, manager, managing member, officer, employee or agent were material to the cause of action so adjudicated and constitute any of the following: (a) a violation of criminal law, unless the member, manager, managing member, officer, employee, or agent had no reasonable cause to believe such conduct was unlawful; (b) a transaction from which the member, manager, managing member, officer, employee, or agent derived an improper personal benefit; (c) in the case of a manager or managing member, a circumstance under which the liability provisions of Section 608.426 (relating to improper distribution to members) are applicable; or (d) willful misconduct or a conscious disregard for the best interests of the LLC in a proceeding by or in the right of the LLC to procure a judgment in its favor or in a proceeding by or in the right of a member.

The bylaws of James A. Cummings, Inc. provide for the indemnification of officers and directors to the fullest extent permitted by law.

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Hawaii

G.W. Murphy Construction Company, Inc. and E.E. Black, Limited are incorporated under the laws of Hawaii.

Section 414-242 of the Hawaii Business Corporation Act provides that a corporation may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if:

•: the individual conducted himself or herself in good faith and the individual reasonably believed: (i) in the case of conduct in the
•: individual's official capacity, that the individual's conduct was in the best interests of the corporation; and (ii) in all other cases, that
•: the individual's conduct was at least not opposed to the best interests of the corporation; and
•: in the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful; or
•: the individual engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation.

To the extent that a director is wholly successful in the defense of any proceeding to which the director was a party because the director was a director of the corporation, the corporation is required by Section 414-243 of the Hawaii Business Corporation Act to indemnify such director for reasonable expenses incurred thereby.

Under Section 414-244 of the Hawaii Business Corporation Act, a corporation, before final disposition of a proceeding, may advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding because the director is a director of the corporation if the director delivers certain written affirmations and certain undertakings. Under certain circumstances, under Section 414-245 of the Hawaii Business Corporation Act, a director may apply for and obtain indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction.

Further, under Section 414-246 of the Hawaii Business Corporation Act, indemnification may be made only as authorized in a specific case upon a determination that indemnification is proper in the circumstances because a director has met the applicable standard, with such determination to be made:

•: by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding or who do not have a familial, financial, professional or employment relationship with the director whose indemnification is the subject of the decision being made, which relationship would reasonably be expected to influence the director's judgment when voting on the decision being made;
•: by special legal counsel; or
•: by a majority vote of the shareholders.

Under Section 414-247 of the Hawaii Business Corporation Act, a corporation may indemnify and advance expenses to an officer who is a party to a proceeding because the officer is an officer of the corporation:

•: to the same extent as a director; and
•: if the person is an officer but not a director, to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors, or contract except for liability in connection with a proceeding by or in the right of the corporation other than for

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reasonable expenses incurred in connection with the proceeding, or liability arising out of conduct that constitutes: (i) receipt by the officer of a financial benefit to which the officer is not entitled; (ii) an intentional infliction of harm on the corporation or the shareholders; or (iii) an intentional violation of criminal law.

The above-described provision applies to an officer who is also a director if the basis on which officer is made a party to the proceeding is an act or omission solely as an officer. Further, an officer of a corporation who is not a director is entitled to mandatory indemnification under Section 414-243 of the Hawaii Business Corporation Act and may apply to a court under Section 414-245 of the Hawaii Business Corporation Act for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses.

The Hawaii Business Corporation Act also provides that a corporation may include indemnification provisions in its articles of incorporation that are broader than the foregoing provisions. The restated articles of incorporation of Central Pacific, as amended, do not address the matter of indemnification of directors and officers; however, the provisions of the amended bylaws of Central Pacific relating to indemnification of directors and officers are substantially the same as the provisions of the Hawaii Business Corporation Act described above as related to the corporations obligations and authority to indemnify its directors and officers.

The bylaws of G.W. Murphy Construction Company, Inc. provide for the indemnification of officers and directors to the fullest extent permitted by law.

The bylaws of E.E. Black, Limited provide for the indemnification of officers and directors to the fullest extent permitted by law.

Maryland

Cherry Hill Construction, Inc. is incorporated under the laws of Maryland.

By a Maryland statute, a Maryland corporation may indemnify any director who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative ("Proceeding") by reason of the fact that he is a present or former director of the corporation and any person who, while a director of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan ("Director"). Such indemnification may be against judgments, penalties, fines, settlements and reasonable expenses actually incurred by him in connection with the Proceeding unless it is proven that (a) the act or omission of the Director was material to the matter giving rise to the Proceeding and (i) was committed in bad faith, or (ii) was the result of active and deliberate dishonesty; or (b) the Director actually received an improper personal benefit in money, property, or services; or (c) in the case of any criminal proceeding, the Director had reasonable cause to believe his act or omission was unlawful. However, the corporation may not indemnify any Director in connection with a Proceeding by or in the right of the corporation if the Director has been adjudged to be liable to the corporation. A Director who has been successful in the defense of any Proceeding described above shall be indemnified against reasonable expenses incurred in connection with the Proceeding. The corporation may not indemnify a Director in respect of any Proceeding charging improper personal benefits to the Director in which the Director was adjudged to be liable on the basis that personal benefit was improperly received. The corporation may not indemnify a Director or advance expenses for a Proceeding brought by the Director against the corporation except if the Proceeding is brought to enforce indemnification by the corporation or if the corporation's charter or by-laws, a board resolution or contract provides otherwise. Notwithstanding the above provisions, a court of appropriate jurisdiction, upon application of the Director, may order indemnification if it determines that in view of all the relevant circumstances, the Director is fairly and reasonably entitled to indemnification;

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however, indemnification with respect to any Proceeding by or in the right of the corporation or in which liability was adjudged on the basis that personal benefit was improperly received shall be limited to expenses. A corporation may advance reasonable expenses to a Director under certain circumstances, including a written undertaking by or on behalf of such Director to repay the amount if it shall ultimately be determined that the standard of conduct necessary for indemnification by the corporation has not been met.

A corporation may indemnify and advance expenses to an officer of the corporation to the same extent that it may indemnify Directors under the statute.

The indemnification and advancement of expenses provided by statute is not exclusive of any other rights, by indemnification or otherwise, to which a Director or officer may be entitled under the charter, by-laws, a resolution of shareholders or directors, an agreement or otherwise.

A corporation may purchase and maintain insurance on behalf of any person who is or was a Director or officer, whether or not the corporation would have the power to indemnify a Director or officer against liability under the provision of this section of Maryland law. Further, a corporation may provide similar protection, including a trust fund, letter of credit or surety bond, not inconsistent with the statute.

The Articles of Incorporation and bylaws of Cherry Hill Construction, Inc. provide for the indemnification of officers and directors to the fullest extent permitted by law.

Massachusetts

Perini Management Services, Inc., Perini Land And Development Company, Inc. and Paramount Development Associates, Inc. are incorporated under the laws of Massachusetts.

Section 8.51 of the Massachusetts Business Corporation Act provides that a corporation may indemnify an individual who is a party to a proceeding because he is a director against liability incurred in the proceeding if: (1)(i) he conducted himself in good faith; (ii) he reasonably believed that his conduct was in the best interests of the corporation or that his conduct was at least not opposed to the best interests of the corporation; and (iii) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful; or (2) he engaged in conduct for which he shall not be liable under a provision of the articles of organization authorized by clause (4) of subsection (b) of section 2.02. A director's conduct with respect to an employee benefit plan for a purpose he reasonably believed to be in the interests of the participants in, and the beneficiaries of, the plan is conduct that satisfies the requirement that his conduct was at least not opposed to the best interests of the corporation.

The bylaws of Perini Management Services, Inc. provide for the indemnification of officers and directors to the fullest extent permitted by law.

The Articles of Incorporation and bylaws of Perini Land And Development Company, Inc. provide for the indemnification of officers and directors to the fullest extent permitted by law.

The Articles of Incorporation and bylaws of Paramount Development Associates, Inc. provide for the indemnification of officers and directors to the fullest extent permitted by law.

Michigan

R.E. Dailey & Co. is incorporated under the laws of Michigan.

Sections 561 through 571 of the Michigan Business Corporation Act ("MBCA") contain provisions governing the indemnification of directors and officers by Michigan corporations. The statute provides that a corporation has the power to indemnify a person who was or is a party of is threatened to be

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made a party to a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses (including attorneys' fees), judgments, penalties, fines and amounts paid in settlement actually and reasonable incurred by him or her in connection with the action, suit or proceeding, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and with respect to a criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful. The termination of an action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and, with respect to a criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Indemnification of expenses (including attorneys' fees) and amounts paid in settlement is permitted in derivative actions, except that indemnification is not allowed for any claim, issue or matter in which such person has been found liable to the corporation unless and to the extent that a court decides indemnification is proper. To the extent that a director or officer has been successful in on the merits or otherwise in defense of an action, suit or proceeding, or in defense of a claim, issue or matter in the action, suit or proceeding, he or she shall be indemnified against actual and reasonable expenses (including attorneys' fees) incurred by him or her in connection with the action, suit or proceeding, and any action, suit or proceeding brought to enforce the mandatory indemnification provided under the MBCA. The MBCA permits partial indemnification for a portion of expenses (including reasonable attorneys' fees), judgments, penalties, fines and amounts paid in settlement to the extent the person is entitled to indemnification for less than the total amount.

A determination that the person indemnified meets the applicable standard of conduct and an evaluation of the reasonableness of the expenses incurred and amounts paid in settlement shall be made by a majority vote of a quorum of the board of directors who are not parties or threatened to be made parties to the action, suit or proceeding, by a majority vote of a committee of not less than two disinterested directors, by independent legal counsel, by all "independent directors" not parties or threatened to be made parties to the action, suit or proceeding, or by the shareholders. Under the MBCA, a corporation may pay or reimburse the reasonable expenses incurred by a directors, officer, employee or agent who is a party or threatened to be made a party to an action, suit or proceeding in advance of final disposition of the proceeding if (i) the person furnishes the corporation a written affirmation of his or her good faith belief that he or she has met the applicable standard of conduct, and (ii) the person furnishes the corporation a written undertaking to repay the advance if it is ultimately determined that he or she did not meeting the standard of conduct, which undertaking need not be secured.

The indemnification provisions of the MBCA are not exclusive of the rights to indemnification under a corporation's articles of incorporation, bylaws, or by agreement. However, the total amount of expenses advanced or indemnified from all sources combined may not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses. The indemnification provided under the MBCA continues as to a person who ceases to be a director, officer, employee, or agent. Additionally, the MBCA permits a corporation to purchase insurance on behalf of its directors, officers, employees and agents against liabilities arising out of their positions with the corporation, whether or not such liabilities would be within the above indemnification provisions. An amendment to the articles of incorporation of HD Supply Fasteners & Tools, Inc.

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provides that a director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for a breach of fiduciary duty as a director, except for liability: (1) for any breach of the director's duty of loyalty to the corporation nor its subsidiaries; (2) for acts or omissions not in good faith or that involve intentional misconduct or knowing violation of law; (3) for a violation of Section 551(1) of the Michigan Business Corporation Act; (4) for any transaction from which the director derived an improper personal benefit; and (5) for any acts or omission occurring before June 27, 1989.

The bylaws of R.E. Dailey & Co. provide for the indemnification of officers and directors to the fullest extent permitted by law.

Nevada

Desert Plumbing & Heating Co., Inc., Black Construction Investments, Inc. and TPC Aggregates, LLC are incorporated under the laws of Nevada.

Section 78.7502 of the Nevada Revised Statutes (the "NRS") permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (except an action by or in the right of the corporation), by reason of being or having been an officer, director, employee or agent of the corporation or serving or having served in certain capacities at the request of the corporation. Indemnification may include attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person to be indemnified in connection with the action, suit or proceeding. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of being or having been an officer, director, employee or agent of the corporation or serving or having served in certain capacities at the request of the corporation except that indemnification may not be made for any claim, issue or matter as to which such a person has been finally adjudged by a court of competent jurisdiction to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that, in view of all the circumstances, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. However, to be entitled to indemnification, the person to be indemnified in either case must not be found to have breached his or her fiduciary duties with such breach involving intentional misconduct, fraud or a knowing violation of the law or must have acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, such person must have had no reasonable cause to believe his or her conduct was unlawful.

Section 78.7502 of the NRS also provides that to the extent a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any such action, suit or proceeding he or she must be indemnified by the corporation against expenses, including attorneys' fees actually and reasonably incurred in connection with the defense.

Section 78.751 of the NRS permits a corporation, in its articles of incorporation, bylaws or other agreement, to provide for the payment of expenses incurred by an officer or director in defending any civil or criminal action, suit or proceeding as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking to repay the amount if it is ultimately determined by a court of competent jurisdiction that the person is not entitled to indemnification by the corporation.

Section 78.752 of the NRS permits a corporation to purchase and maintain insurance or make other financial arrangements on behalf of the corporation's current and former officers, directors, employees or agents, or any persons serving or who have served in certain capacities at the request of

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the corporation, for any liability and expenses incurred by them in their capacities as officers, directors, employees or agents or arising out of their status as such, whether or not the corporation has the authority to indemnify him, her or them against such liability and expenses.

The bylaws of Desert Plumbing & Heating Co., Inc. provide for the indemnification of officers and directors to the fullest extent permitted by law.

The Articles of Incorporation of Black Construction Investments, Inc. provide that the corporation shall indemnify its directors and officers to the fullest extent permitted by the laws of the State of Nevada for damages for breaches of fiduciary duties. The provision does not eliminate liability for acts or omissions involving intentional misconduct, fraud, a knowing violation of the law, or the payment of dividends in violation of Section 78.300 of the NRS.

The operating agreement of TPC Aggregates, LLC provides for the indemnification of officers and directors to the fullest extent permitted by law.

New Hampshire

Bow Equipment Leasing Company, Inc. is incorporated under the laws of New Hampshire.

The New Hampshire Business Corporation Act provides that a corporation may indemnify an individual made a party to a proceeding because he is or was a director against liability incurred in the proceeding if: (1) he conducted himself in good faith; and (2) he reasonably believed (i) in the case of conduct in his official capacity with the corporation, that his conduct was in its best interests; and (ii) in all other cases, that his conduct was at least not opposed to its best interests; and (3) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of the final disposition of the proceeding if: (1) the director furnishes the corporation a written affirmation of his good faith belief that he has met the standard of conduct described in the preceding sentence; and (2) the director furnishes the corporation an undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct; and (3) a determination is made that the facts then known to those making the determination would not preclude indemnification. Unless a corporation's articles of incorporation provide otherwise, the corporation may indemnify and advance expenses to an officer, employee or agent of the corporation who is not a director to the same extent as to a director. A corporation may not indemnify a director (x) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (y) in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him. Unless limited by its articles of incorporation, a New Hampshire corporation must indemnify a director or officer who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he is or was a director or officer of the corporation against reasonable expenses incurred by him in connection with the proceeding.

The Articles of Incorporation and bylaws of Bow Equipment Leasing Company, Inc. are silent as to indemnification.

West Virginia

Perland Construction, Inc. is incorporated under the laws of West Virginia.

The West Virginia Business Corporation Act ("WVBCA") empowers a corporation to indemnify an individual made a party to a proceeding because he is or was a director against liability incurred in the proceeding if: (1) (A) he conducted himself in good faith; (B) he reasonably believed (i) in the case of conduct in his official capacity with the corporation, that his conduct was in its best interests and (ii) in

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all other cases, that his conduct was at least not opposed to its best interests; and (C) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful; or (2) he engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation. A corporation may not indemnify a director (x) in connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding or (y) in connection with any other proceeding with respect to conduct for which he was adjudged liable on the basis that he received financial benefit to which he was not entitled, whether or not involving action in his official capacity. A corporation must indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he is or was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding. Under the WVBCA, a corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of the final disposition of the proceeding if: (1) the director furnishes the corporation a written affirmation of his good faith belief that he has met the relevant standard of conduct; and (2) the director furnishes the corporation a written undertaking to repay the advance if the director is not entitled to mandatory indemnification under the WVBCA and it is ultimately determined that he did not meet the relevant standard of conduct. A corporation may indemnify and advance expenses to an officer of the corporation to the same extent as to a director. A corporation may also purchase and maintain on behalf of a director or officer of the corporation insurance against liabilities incurred in such capacities, whether or not the corporation would have the power to indemnify him against the same liability under the WVBCA.

The Articles of Incorporation and bylaws of Perland Construction, Inc. are silent as to indemnification.

Item 21. Exhibits and Financial Statement Schedules

(a) Exhibits.

Reference is made to the Index to Exhibits filed as a part of this registration statement.

(b) Financial Statement Schedules.

All schedules have been omitted because they are not applicable or because the required information is shown in the financial statements or notes thereto.

Item 22. Undertakings.The undersigned registrants hereby undertake:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

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(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) To remove from the registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(d) That, for purposes of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(e) That, for the purpose of determining liability of the registrants under the Securities Act to any purchaser in the initial distribution of the securities: The undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will each be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrants;

(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrants; and

(iv) any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.

(f) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants pursuant to the provisions described in Item 20, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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(g) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), or 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the date of the registration statement through the date of responding to the request.

(h) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

(i) That, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sylmar, State of California, on April 15, 2011.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date


* Ronald N. Tutor	Chairman and Chief Executive Officer (Principal Executive Officer)	April 15, 2011
* Kenneth R. Burk	Executive Vice President—Chief Financial Officer (Principal Financial Officer)	April 15, 2011
* Steven M. Meilicke	Vice President and Controller (Principal Accounting Officer)	April 15, 2011
* Marilyn A. Alexander	Director	April 15, 2011
* Peter Arkley	Director	April 15, 2011
* Robert Band	Director	April 15, 2011
* Willard W. Brittain, Jr	Director	April 15, 2011
* Michael R. Klein	Director	April 15, 2011

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Name		Title	Date


* Robert L. Miller		Director	April 15, 2011
* Raymond R. Oneglia		Director	April 15, 2011
* Donald D. Snyder		Director	April 15, 2011
*By:	/s/ WILLIAM B. SPARKS William B. Sparks Attorney-in-Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name		Title	Date


* Craig W. Shaw		President, Chief Executive Officer and Director (Principal Executive Officer)	April 15, 2011
* Jordan Bennett		Vice President and Controller (Principal Financial Officer and Principal Accounting Officer)	April 15, 2011
* Robert Band		Director	April 15, 2011
* Mark A. Caspers		Director	April 15, 2011
* Ronald N. Tutor		Director	April 15, 2011
*By:	/s/ WILLIAM B. SPARKS William B. Sparks Attorney-in-Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name		Title	Date


* Robert Band		President and Director (Principal Executive Officer)	April 15, 2011
/s/ WILLIAM B. SPARKS William B. Sparks		Treasurer, Secretary and Director (Principal Financial Officer and Principal Accounting Officer)	April 15, 2011
* Ronald N. Tutor		Director	April 15, 2011
*By:	/s/ WILLIAM B. SPARKS William B. Sparks Attorney-in-Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name		Title	Date


* Robert Band		President and Director (Principal Executive Officer)	April 15, 2011
/s/ WILLIAM B. SPARKS William B. Sparks		Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer)	April 15, 2011
* James A. Frost		Director	April 15, 2011
* Ronald N. Tutor		Director	April 15, 2011
*By:	/s/ WILLIAM B. SPARKS William B. Sparks Attorney-in-Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name		Title	Date


* Robert Band		President and Director (Principal Executive Officer)	April 15, 2011
* Daniel Flanagan		Vice President, Finance (Principal Financial Officer and Principal Accounting Officer)	April 15, 2011
* James A. Frost		Director	April 15, 2011
* Ronald N. Tutor		Director	April 15, 2011
*By:	/s/ WILLIAM B. SPARKS William B. Sparks Attorney-in-Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name		Title	Date


* Robert Band		President and Director (Principal Executive Officer)	April 15, 2011
/s/ WILLIAM B. SPARKS William B. Sparks		Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer)	April 15, 2011
* Mark A. Caspers		Director	April 15, 2011
* Ronald N. Tutor		Director	April 15, 2011
*By:	/s/ WILLIAM B. SPARKS William B. Sparks Attorney-in-Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name		Title	Date


* William Derrer		President and Chief Executive Officer (Principal Executive Officer)	April 15, 2011
/s/ WILLIAM B. SPARKS William B. Sparks		Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer)	April 15, 2011
* Robert Band		Director	April 15, 2011
* Mark A. Caspers		Director	April 15, 2011
* Ronald N. Tutor		Director	April 15, 2011
*By:	/s/ WILLIAM B. SPARKS William B. Sparks Attorney-in-Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name		Title	Date


* James Laing		President and Director (Principal Executive Officer)	April 15, 2011
* Gerard J. Herr		Vice President, Chief Financial Officer and Assistant Secretary (Principal Financial Officer and Principal Accounting Officer)	April 15, 2011
* Robert Band		Director	April 15, 2011
* James A. Frost		Director	April 15, 2011
* Ronald N. Tutor		Director	April 15, 2011
*By:	/s/ WILLIAM B. SPARKS William B. Sparks Attorney-in-Fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name		Title	Date


* Martin B. Sisemore		President, Chief Executive Officer and Director (Principal Executive Officer)	April 15, 2011
* James F. Evans		Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	April 15, 2011
* Robert Band		Director	April 15, 2011
* Mark A. Caspers		Director	April 15, 2011
* Ronald N. Tutor		Director	April 15, 2011
*By:	/s/ WILLIAM B. SPARKS William B. Sparks Attorney-in-Fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name		Title	Date


* Ronald N. Tutor		President and Director (Principal Executive Officer)	April 15, 2011
/s/ WILLIAM B. SPARKS William B. Sparks		Senior Vice President, Chief Financial Officer, Treasurer, Secretary and Director (Principal Financial Officer and Principal Accounting Officer)	April 15, 2011
* John D. Barrett		Director	April 15, 2011
*By:	/s/ WILLIAM B. SPARKS William B. Sparks Attorney-in-Fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name		Title	Date


* Darrell W. Harwood		President (Principal Executive Officer)	April 15, 2011
/s/ WILLIAM B. SPARKS William B. Sparks		Vice President, Chief Financial Officer and Secretary (Principal Financial Officer and Principal Accounting Officer)	April 15, 2011
* Ronald N. Tutor		Director	April 15, 2011
*By:	/s/ WILLIAM B. SPARKS William B. Sparks Attorney-in-Fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name		Title	Date


* Ronald N. Tutor		President (Principal Executive Officer)	April 15, 2011
/s/ WILLIAM B. SPARKS William B. Sparks		Vice President, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer)	April 15, 2011
* John D. Barrett		Vice President	April 15, 2011
Member: Tutor-Saliba Corporation
* Ronald N. Tutor		President	April 15, 2011
*By:	/s/ WILLIAM B. SPARKS William B. Sparks Attorney-in-Fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name		Title	Date


* Ronald N. Tutor		President (Principal Executive Officer)	April 15, 2011
/s/ WILLIAM B. SPARKS William B. Sparks		Vice President, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer)	April 15, 2011
* John D. Barrett		Vice President	April 15, 2011
Member: Tutor Pacific, Inc.
* Ronald N. Tutor		President	April 15, 2011
*By:	/s/ WILLIAM B. SPARKS William B. Sparks Attorney-in-Fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name		Title	Date


* Ronald N. Tutor		President and Director (Principal Executive Officer)	April 15, 2011
/s/ WILLIAM B. SPARKS William B. Sparks		Vice President, Treasurer, Secretary and Director (Principal Financial Officer and Principal Accounting Officer)	April 15, 2011
* Elton Bain		Director	April 15, 2011
*By:	/s/ WILLIAM B. SPARKS William B. Sparks Attorney-in-Fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name		Title	Date


* Ronald N. Tutor		Chairman, Chief Executive Officer and Director (Principal Executive Officer)	April 15, 2011
/s/ WILLIAM B. SPARKS William B. Sparks		Treasurer, Secretary and Director (Principal Financial Officer and Principal Accounting Officer)	April 15, 2011
* Kenneth R. Burk		Director	April 15, 2011
*By:	/s/ WILLIAM B. SPARKS William B. Sparks Attorney-in-Fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name		Title	Date


* Ronald N. Tutor		President and Director (Principal Executive Officer)	April 15, 2011
/s/ WILLIAM B. SPARKS William B. Sparks		Vice President, Treasurer, Secretary and Director (Principal Financial Officer and Principal Accounting Officer)	April 15, 2011
* James A. Frost		Director	April 15, 2011
*By:	/s/ WILLIAM B. SPARKS William B. Sparks Attorney-in-Fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name		Title	Date


* Ronald N. Tutor		President (Principal Executive Officer)	April 15, 2011
* James A. Frost		Executive Vice President	April 15, 2011
/s/ WILLIAM B. SPARKS William B. Sparks		Vice President, Chief Financial Officer and Assistant Secretary (Principal Financial Officer and Principal Accounting Officer)	April 15, 2011
* John D. Barrett		Vice President, Secretary and Treasurer	April 15, 2011
Member: Tutor-Saliba Corporation
* Ronald N. Tutor		President	April 15, 2011
*By:	/s/ WILLIAM B. SPARKS William B. Sparks Attorney-in-Fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name		Title	Date


* Daniel J. Keating, III		Chief Executive Officer and Director (Principal Executive Officer)	April 15, 2011
* Peter T. Cocchia		Vice President—Finance and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	April 15, 2011
* Robert Band		Director	April 15, 2011
* Ronald N. Tutor		Director	April 15, 2011
*By:	/s/ WILLIAM B. SPARKS William B. Sparks Attorney-in-Fact

Table of Contents

EXHIBIT INDEX

Exhibit Number			Description

	2.1		Agreement and Plan of Merger, dated as of April 2, 2008, by and among Tutor Perini Corporation, Trifecta Acquisition LLC, Tutor-Saliba Corporation, Ronald N. Tutor and shareholders of Tutor-Saliba Corporation signatory thereto (incorporated by reference to Exhibit 2.1 to Form 8-K filed on April 7, 2008).
	2.2		Amendment No. 1 to the Agreement and Plan of Merger, dated as of May 28, 2008, by and among Tutor Perini Corporation, Trifecta Acquisition LLC, Tutor-Saliba Corporation, Ronald N. Tutor and shareholders of Tutor-Saliba Corporation signatory thereto (incorporated by reference to Exhibit 2.2 to Form 10-Q filed on August 8, 2008).
	3.1		Restated Articles of Organization (incorporated by reference to Exhibit 4 to Form S-2 (File No. 33-28401) filed on April 28, 1989).
	3.2		Articles of Amendment to the Restated Articles of Organization of the Tutor Perini Corporation (incorporated by reference to Exhibit 3.2 to Form S-1 (File No. 333-111338) filed on December 19, 2003).
	3.3		Articles of Amendment to the Restated Articles of Organization of Tutor Perini Corporation (incorporated by reference to Exhibit 3.1 to Form 8-K filed on April 12, 2000).
	3.4		Articles of Amendment to the Restated Articles of Organization of Tutor Perini Corporation (incorporated by reference to Exhibit 3.1 to Form 8-K filed on September 11, 2008.)
	3.5		Articles of Amendment to the Restated Articles of Organization of Tutor Perini Corporation (incorporated by reference to Exhibit 3.5 to Form 10-Q filed on August 10, 2009).
	3.6		Second Amended and Restated By-laws of Tutor Perini Corporation (incorporated by reference to Exhibit 3.1 to Form 8-K filed on November 24, 2009).
	3.7		Articles of Amendment to the Articles of Incorporation of Perini Building Company, Inc.
	3.8		By-Laws of Perini Building Company, Inc.
	3.9		Certificate of Incorporation of Perini Environmental Services, Inc. (f/k/a Perini Environmental Technologies, Inc.)
	3.10		Certificate of Amendment of Certificate of Incorporation of Perini Environmental Services, Inc. (f/k/a Perland Environmental Technologies, Inc.)
	3.11		By-Laws of Perini Environmental Services, Inc. (f/k/a/ Perland Environmental Technologies, Inc.)
	3.12		Certificate of Incorporation of International Construction Management Services, Inc.
	3.13		By-Laws of International Construction Management Services, Inc.
	3.14		Articles of Organization of Perini Management Services, Inc. (f/k/a Perini International Corporation)
	3.15		Articles of Amendment of Perini Management Services, Inc. (f/k/a Perini International Corporation)
	3.16		By-Laws of Perini Management Services, Inc. (f/k/a Perini International Corporation)
	3.17		Record of Organization of Bow Equipment Leasing Company, Inc. (f/k/a Perini Power Constructors, Inc.)
	3.18		Articles of Amendment to the Articles of Incorporation of Bow Equipment Leasing Company, Inc. (f/k/a Perini Power Constructors, Inc.)

Table of Contents

Exhibit Number			Description

	3.19		By-Laws of Bow Equipment Leasing Company, Inc. (f/k/a Perini Power Constructors, Inc.)
	3.20		Articles of Incorporation of R.E. Dailey & Co.
	3.21		By-Laws of R.E. Dailey & Co.
	3.22		Articles of Organization of Perini Land And Development Company, Inc.
	3.23		By-Laws of Perini Land And Development Company, Inc.
	3.24		Articles of Organization of Paramount Development Associates, Inc. (f/k/a Cerel-Perini Associates Inc.)
	3.25		Articles of Amendment of Articles of Organization of Paramount Development Associates, Inc. (f/k/a Cerel-Perini Associates Inc.)
	3.26		By-Laws of Paramount Development Associates, Inc. (f/k/a Cerel-Perini Associates Inc.)
	3.27		Certificate of Incorporation of Percon Constructors, Inc. (f/k/a Yeargin Builders, Inc.)
	3.28		Certificate of Amendment of Certificate of Incorporation of Percon Constructors, Inc. (f/k/a Yeargin Builders, Inc.)
	3.29		By-Laws of Percon Constructors, Inc. (f/k/a Yeargin Builders, Inc.)
	3.30		Articles of Incorporation of Perland Construction, Inc. (f/k/a Pioneer Construction, Inc.)
	3.31		Certificate of Amendment of Articles of Incorporation of Perland Construction, Inc. (f/k/a Pioneer Construction, Inc.)
	3.32		By-Laws of Perland Construction, Inc. (f/k/a Pioneer Construction, Inc.)
	3.33		Articles of Incorporation of James A. Cummings, Inc.
	3.34		Amended and Restated By-Laws of James A. Cummings, Inc.
	3.35		Articles of Incorporation of Cherry Hill Construction, Inc. (f/k/a Cherry Hill Sand & Gravel Company, Inc.)
	3.36		Articles of Amendment to Articles of Incorporation of Cherry Hill Construction, Inc. (f/k/a Cherry Hill Sand & Gravel Company, Inc.)
	3.37		Articles of Amendment to Articles of Incorporation of Cherry Hill Construction, Inc. (f/k/a Cherry Hill Sand & Gravel Company, Inc.)
	3.38		Articles of Amendment to Articles of Incorporation of Cherry Hill Construction, Inc.(f/k/a Cherry Hill Sand & Gravel Company, Inc.)
	3.39		Articles of Amendment to Articles of Incorporation of Cherry Hill Construction, Inc.(f/k/a Cherry Hill Sand & Gravel Company, Inc.)
	3.40		Amended and Restated By-Laws of Cherry Hill Construction, Inc. (f/k/a Cherry Hill Sand & Gravel Company, Inc.)
	3.41		Articles of Incorporation of Rudolph and Sletten, Inc. (f/k/a O.H. Rudolph, Incorporated)
	3.42		Certificate of Amendment of Articles of Incorporation of Rudolph and Sletten, Inc. (f/k/a O.H. Rudolph, Incorporated)
	3.43		Amended and Restated By-Laws of Rudolph and Sletten, Inc. (f/k/a O.H. Rudolph, Incorporated)
	3.44		First Amendment to the Amended and Restated By-laws of Rudolph and Sletten, Inc. (f/k/a/ O.H. Rudolph, Incorporated)

Table of Contents

Exhibit Number			Description

	3.45		Second Amendment to the Amended and Restated By-laws of Rudolph and Sletten, Inc. (f/k/a O.H. Rudolph, Incorporated)
	3.46		Articles of Organization of Tutor-Saliba, LLC (f/k/a Trifecta Acquisition LLC)
	3.47		Limited Liability Company Agreement of Tutor-Saliba, LLC (f/k/a Trifecta Acquisition LLC)
	3.48		Articles of Incorporation of Tutor-Saliba Corporation (f/k/a Tutor-Saliba Builders)
	3.49		Certificate of Amendment of Articles of Incorporation of Tutor-Saliba Corporation (f/k/a Tutor-Saliba Builders)
	3.50		By-Laws of Tutor-Saliba Corporation (f/k/a Tutor-Saliba Builders)
	3.51		Articles of Incorporation of Powerco Electric Corp.
	3.52		By-Laws of Powerco Electric Corp.
	3.53		Amended and Restated Certificate of Formation of Tutor Holdings, LLC
	3.54		Limited Liability Company Certificate of Formation of Tutor Pacific Construction, LLC
	3.55		Limited Liability Company Certificate of Formation of Tutor Micronesia Construction, LLC
	3.56		Articles of Incorporation of G.W. Murphy Construction Company, Inc. (f/k/a GWM MacDow, Inc.)
	3.57		Articles of Amendment of Articles of Incorporation of G.W. Murphy Construction Company, Inc. (f/k/a GWM MacDow, Inc.)
	3.58		By-Laws of G.W. Murphy Construction Company, Inc. (f/k/a GWM MacDow, Inc.)
	3.59		Articles of Association of E.E. Black, Limited (f/k/a E.J. Lord Limited)
	3.60		Certificate of Amendment of Articles of Association of E.E. Black, Limited (f/k/a E.J. Lord Limited)
	3.61		Certificate of Amendment of Articles of Association of E.E. Black, Limited (f/k/a E.J. Lord Limited)
	3.62		Certificate of Amendment of Articles of Association of E.E. Black, Limited (f/k/a E.J. Lord Limited)
	3.63		Articles of Amendment of Articles of Association of E.E. Black, Limited (f/k/a E.J. Lord Limited)
	3.64		By-Laws of E.E. Black, Limited (f/k/a E.J. Lord Limited)
	3.65		Amendment to By-Laws of E.E. Black, Limited (f/k/a E.J. Lord Limited)
	3.66		Articles of Incorporation of Desert Plumbing & Heating Co., Inc.
	3.67		By-Laws of Desert Plumbing & Heating Co., Inc.
	3.68		Articles of Incorporation of Black Construction Investments, Inc. (f/k/a McConnell Dowell Investments (USA), Inc.)
	3.69		Certificate of Amendment of Articles of Incorporation of Black Construction Investments, Inc. (f/k/a McConnell Dowell Investments (USA), Inc.)
	3.70		Certificate of Amendment of Articles of Incorporation of Black Construction Investments, Inc. (f/k/a Morrison Knudsen Investments, Inc.)
	3.71		Certificate of Amendment of Articles of Incorporation of Black Construction Investments, Inc. (f/k/a Tutor Investments, Inc.)

Table of Contents

Exhibit Number			Description

	3.72		By-Laws of Black Construction Investments, Inc. (f/k/a Morrison Knudsen Investments, Inc.)
	3.73		Amendment to By-laws of Black Construction Investments, Inc. (f/k/a Morrison Knudsen Investments, Inc.)
	3.74		Articles of Organization of TPC Aggregates, LLC
	3.75		Limited Liability Company Agreement of Daniel J. Keating Construction Company, LLC
	4.1		Shareholders Agreement, dated April 2, 2008, by and among Tutor Perini Corporation, Ronald N. Tutor and the shareholders of Tutor-Saliba Corporation signatory thereto (incorporated by reference to Exhibit 4.1 to Form 8-K filed on April 7, 2008).
	4.2		Amendment No. 1 to the Shareholders Agreement, dated as of September 17, 2010, by and between Tutor Perini Corporation and Ronald N. Tutor, as shareholder representative (incorporated by reference to Exhibit 4.1 to Form 8-K filed on September 20, 2010).
	4.3		Indenture, dated October 20, 2010, by and among Tutor Perini Corporation, certain subsidiary guarantors named therein and Wilmington Trust FSB, as trustee (incorporated by reference to Exhibit 4.1 to Form 8-K filed on October 21, 2010).
	4.4		Registration Rights Agreement dated October 20, 2010, by and among Tutor Perini Corporation, certain subsidiary guarantors named therein and the initial purchasers named therein (incorporated by reference to Exhibit 4.2 to Form 8-K filed on October 21, 2010).
	5.1		Opinion of Kirkland & Ellis LLP.
	10.1		Amendment No. 1 dated March 20, 2009 to the Amended and Restated Employment Agreement dated December 23, 2008, by and between Perini Corporation and Ronald N. Tutor (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on May 8, 2009).
	10.2		Tutor Perini Corporation Amended and Restated (2004) Construction Business Unit Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to Amendment No. 2 to Form S-1 (File No. 333-111338) filed on March 8, 2004).
	10.3		Tutor Perini Corporation 2004 Stock Option and Incentive Plan (incorporated by reference to Annex A to the Company's Definitive Proxy Statement on Form DEF 14A filed on April 17, 2009).
	10.4		Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.19 to Amendment No. 1 to Form S-1 (File No. 333-111338) filed on February 10, 2004).
	10.5		Form of Restricted Stock Unit Award Agreement under the Tutor Perini Corporation 2004 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.24 to Tutor Perini Corporation's Annual Report on Form 10-K for the year ended December 31, 2004 filed on March 4, 2005).
	10.6		Restricted Stock Unit Award Agreement under the Tutor Perini Corporation 2004 Stock Option and Incentive Plan dated as of September 26, 2007 between the Company and Kenneth R. Burk (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on November 9, 2007).
	10.7		Amended and Restated Employment Agreement dated December 23, 2008, by and between Tutor Perini Corporation and Ronald N. Tutor (incorporated by reference to Exhibit 10.1 to Form 8-K filed on December 23, 2008).

Table of Contents

Exhibit Number			Description

	10.8		Third Amended and Restated Credit Agreement dated as of September 8, 2008 among Tutor Perini Corporation, the subsidiaries of Tutor Perini identified therein, and Bank of America, N.A. and the other lenders that are parties thereto (incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 12, 2008).
	10.9		First Amendment dated February 23, 2009 to the Third Amended and Restated Credit Agreement among Tutor Perini Corporation, the subsidiaries of Tutor Perini identified therein, and Bank of America, N.A. and the other lenders that are parties thereto (incorporated by reference to Exhibit 10.13 to Form 10-K filed on February 27, 2009).
	10.10		Second Amendment dated January 13, 2010 to the Third Amended and Restated Credit Agreement among Tutor Perini Corporation, the subsidiaries of Tutor Perini identified therein, and Bank of America, N.A., and the other lenders that are parties thereto (incorporated by reference to Exhibit 10.1 to Form 8-K filed on January 21, 2010).
	10.11		Extension of Supplemental Facility, dated July 16, 2010, to the Third Amended and Restated Credit Agreement among Tutor Perini Corporation, the subsidiaries of Tutor Perini identified therein, and Bank of America, N.A., and the other lenders that are parties thereto (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on August 6, 2010).
	10.12		Purchase Agreement, dated October 15, 2010, by and among Tutor Perini Corporation, certain subsidiary guarantors named therein and Deutsche Bank Securities Inc., as representatives of the several initial purchasers (incorporated by reference to Exhibit 10.1 to Form 8-K filed on October 21, 2010).
	10.13		Third Amendment dated October 4, 2010, effective October 20, 2010 to the Third Amended and Restated Credit Agreement among Tutor Perini Corporation, the subsidiaries of Tutor Perini identified therein, and Bank of America, N.A., and the other lenders that are parties thereto (incorporated by reference to Exhibit 10.2 to Form 8-K filed on October 21, 2010).
	10.14		2009 General Incentive Compensation Plan (incorporated by reference to Annex B to the Company's Definitive Proxy Statement on Form DEF 14A filed on April 17, 2009).
	12.1		Computation of Ratio of Earnings to Fixed Charges.*
	23.1		Consent of Deloitte & Touche, LLP.
	23.2		Consent of Kirkland & Ellis LLP (Included in Exhibit 5.1)
	24.1		Powers of Attorney.*
	25.1		Statement of Eligibility of Trustee on Form T-1.*
	99.1		Letter of Transmittal

*: Previously filed.

EX-3.7 2 a2203045zex-3_7.htm EX-3.7

Exhibit 3.7

STATE OF ARIZONA

ARTICLES OF AMENDMENT

TO THE ARTICLES OF INCORPORATION

PERINI BUILDING COMPANY, INC.

Perini Building Company, Inc., an Arizona corporation (the “Corporation”), hereby adopts the following Articles of Amendment in accordance with Section 10-1006 of the Arizona Business Corporation Act.

FIRST: The name of the Corporation is Perini Building Company, Inc.

SECOND: The Articles of Incorporation of the Corporation are hereby amended and restated in their entirety to read as set forth on Exhibit A attached hereto.

THIRD: The amendment does not provide for an exchange, reclassification, or cancellation of issued shares.

FOURTH: The foregoing amendment to the Articles of Incorporation of the Corporation was adopted by the board of directors of the Corporation as of the 7th day of February, 2003.

FIFTH: The foregoing amendment to the Articles of Incorporation was approved by the sole shareholder of the corporation as of the 7th day of February, 2003. There was one voting group eligible to vote on the amendment.

SIXTH: The voting group consisting of 945 outstanding shares of Common Stock was entitled to 945 votes and there were 945 votes represented by written consent in lieu of a meeting.

SEVENTH: The total number of shares that were voted for and against the amendment by each voting group entitled to vote separately on the amendment is as follows:

VOTING GROUP	FOR	AGAINST

Common	945	0

IN WITNESS WHEREOF, the undersigned officer of the Corporation has executed these Articles of Amendment this 7th day of February, 2003.

	PERINI BUILDING COMPANY, INC.

	By:	/s/Craig W. Shaw
	Name: Craig W. Shaw Title: President

EXHIBIT A

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

PERINI BUILDING COMPANY, INC.

These Amended and Restated Articles of Incorporation correctly set forth, without change, the Amended and Restated Articles of Incorporation adopted by the Board of Directors as of February 7th, 2003, and approved by the Sole Shareholder as of February 7th, 2003, and supersede the original Articles of Incorporation and all amendments to the original Articles of Incorporation.

Article 1. The name of the corporation is Perini Building Company, Inc. (the “Corporation”).

Article 2. The purpose for which the Corporation is organized is the transaction of any and all lawful business for which corporations may be incorporated under the Arizona Business Corporation Act, as it may be amended from time to time (the “Business Corporation Act”).

Article 3. The present character of business that the Corporation conducts in the state of Arizona is construction, and all manner of activity related thereto.

Article 4. The Corporation shall have authority to issue one hundred fifty thousand (150,000) shares of common stock, par value one hundred dollars ($100) per share.

Article 5. The name and address of the statutory agent of the Corporation are David J. Krause, 360 E. Coronado Road, Phoenix, Arizona 85004.

A-1

Article 6. The current street address of the known place of business for the Corporation is 73 Mt. Wayte Avenue, Framingham, Massachusetts 01701.

Article 7. The board of directors consists of three (3) members. The number of directors may be increased or decreased from time to time as set forth in the bylaws of the Corporation.

Article 8. The personal liability of any director of the Corporation to the Corporation or its shareholders for money damages for any action taken or any failure to take any action as a director is hereby eliminated to the fullest extent allowed by law.

Article 9. The Corporation shall indemnify, and advance expenses to, to the fullest extent allowed by the Business Corporation Act, any person who incurs liability or expense by reason of such person acting as a director of the Corporation. This indemnification with respect to directors shall be mandatory, subject to the requirements of the Business Corporation Act, in all circumstances in which indemnification is permitted by the Business Corporation Act. In addition, the Corporation may, in its sole discretion, indemnify and advance expenses to, to the fullest extent allowed by the Business Corporation Act, any person who incurs liability or expense by reason of such person acting as an officer, employee or agent of the Corporation, except where indemnification is mandatory pursuant to the Business Corporation Act, in which case the Corporation shall indemnify to the fullest extent required by the Business Corporation Act.

Article 10. Unless the bylaws of the Corporation provide otherwise and the statutory agent expressly consents thereto in writing, all records required pursuant to the Business Corporation Act to be kept by the Corporation or its agent shall be kept by the Corporation at the known place of business of the Corporation.

A-2

The undersigned, having been designated to act as statutory agent, hereby consents to act in that capacity until removed or resignation is submitted in accordance with the Arizona Revised Statutes.

	/s/ David J. Krause
	David J. Krause

A-3

EX-3.8 3 a2203045zex-3_8.htm EX-3.8

Exhibit 3.8

BY-LAWS

MARDIAN CONSTRUCTION COMPANY

NAME CHANGED TO:

PERINI BUILDING COMPANY, INC.

ON DECEMBER 9, 1991

ARTICLE I

STOCKHOLDERS MEETINGS

Section 1. - Annual Meetings. The annual meeting of the stockholders shall be held at 2 o’clock P.M. on the first Monday in November of each year at the principal office of the corporation; provided, however, that whenever such date falls upon a legal holiday the meeting shall be held on the next succeeding business day. At such meeting the stockholders shall elect directors to serve until their successors shall be elected and qualified.

Section 2. - Special Meetings. Special meetings of the stockholders may be held at the principal office of the company whenever called in writing by the president, the vice-president, a majority of the board of directors, or the holders of twenty-five per cent (25%) of the issued and outstanding stock.

Section 3. - The calls and notices of all meetings of the stockholders shall conform to the provisions of Article VIII of these by-laws.

Section 4. - The president, and in his absence the vice-president, shall preside at all such meetings,

Section 5. - The cumulative system of voting as required by the laws of Arizona shall be followed in the election of directors. On all other matters each stockholder shall be entitled to cast one vote for each share of stock held in his name. All votes may be cast by the stockholders either in person or by proxy. All proxies shall be in writing and shall be filed with the secretary. If instructed, the secretary shall enter a record of such proxies in the minutes of the meeting.

Section 6. — Registered Stockholders. At all meetings of the stockholders only such persons shall be entitled to vote in person or by proxy as appear as stockholders upon the transfer books of the corporation 10 days preceding the date of the meeting unless the stockholders, by a majority vote of the issued and outstanding stock, by resolution grant the privilege of voting to stockholders appearing as stockholders upon a later transfer date preceding such meeting.

Section 7. - Quorum. At any meeting of the stockholders the holders of a majority of the issued and outstanding shares of the corporation present in person or by proxy shall constitute a quorum of the stockholders for all purposes. In the absence of a quorum the chairman of the meeting may adjourn the meeting from time to time, without notice other than by announcement at the meeting, until holders of the amount of stock requisite to constitute a quorum shall attend. At any such adjourned meeting at which a quorum shall be present any business may be transacted which might have been transacted at the meeting as originally notified.

Section 8. - All informalities and/or irregularities in calls, notices of meeting and in the matter of voting, form of proxies, credentials, and method of ascertaining those present, shall be deemed waived if no objection is made at the meeting.

ARTICLE II

BOARD OF DIRECTORS

Section 1. - The business and property of the corporation shall be managed by its board of directors.

Section 2. - Vacancies. In case of any vacancy in the board of directors, the remaining members of the board may elect a successor director or directors to hold office until the next meeting of the stockholders, if at the time such directors filling any such vacancies shall be the owners of a sufficient amount of the issued and outstanding capital stock of the company to elect such director or directors, or if they receive the written consent of the holders of so much of said stock to such election. Any meeting at which such director or directors may be elected shall be deemed a stockholders meeting insofar as the election of such director or directors may be concerned.

Section 3. - Regular Meetings. The regular meetings of the directors shall be held at the principal office of the corporation immediately after the adjournment of each annual stockholders meeting; and also at such other times at regular intervals as the board of directors may from time to time by resolution require.

Section 4. - Special Meetings. Special meetings of the board of directors shall be held at the same place whenever called by the president, the vice-president, or by a majority of the board. By unanimous consent of the directors special meetings of the board may be held without call or notice at any time or place. Notice of all calls and meetings of the board of directors shall be as provided in Article VIII of these By-laws

Section 5. - Quorum. A quorum for the transaction of business at any meeting of the directors shall consist of a majority of the board then in office.

ARTICLE III

OFFICERS

Section 1. - Directors shall elect the officers of the corporation as provided in the Articles of Incorporation, and such officers shall be elected at the first meeting of the directors immediately following the annual meeting of the stockholders

Section 2. - The board of directors may appoint such other officers as they shall deem necessary, who shall have such authority to perform such duties as may be prescribed from time to time by the board of directors.

Section 3. - All officers and agents shall be subject to removal at any time by the affirmative vote of the majority of the whole board of directors.

ARTICLE IV

PRESIDENT

The president shall be the chief executive of the company, and shall exercise general supervision over its property and affairs. He shall sign on behalf of the company all certificates of stock, conveyances, mortgages, and contracts, and shall do and perform all acts and things which the board of directors may require of him. He shall receive such compensation for his services as may be fixed by the board of directors.

ARTICLE V

VICE-PRESIDENT

In the event of the president’s absence or inability to act, the vice-president shall have the powers of the president. He shall perform such other duties as the board of directors may impose upon him, and shall receive such compensation as may be fixed by the board of directors.

ARTICLE VI

SECRETARY

The secretary shall keep the minutes of the company, and such books as these by-laws or the resolution of the directors may require him to keep. He shall sign on behalf of the company all certificates of stock, conveyances, mortgages and contracts, shall be the custodian of the seal of the company, and shall affix the seal to all papers and instruments requiring it. He shall perform such other services as the board of directors may impose upon him, and shall receive such compensation as the board of directors may allow.

ARTICLE VII

TREASURER

The treasurer shall have the custody and control of the funds of the company, subject to the action of the board of directors, and shall report the state of the finances of the company at each annual meeting of the stockholders, and at any special meeting of the directors when requested by the president so to do. He shall perform such other services as the board of directors may require of him and shall receive such compensation as the board of directors may allow.

ARTICLE VIII

CALLS AND NOTICES OF MEETINGS

Section 1. - Whenever all of the stockholders shall meet in person or by proxy such meetings shall be valid for all purposes without call or notice, and at such meetings any corporate action may be taken. Whenever all of the directors meet such meetings shall be valid for all purposes without call or notice. No call or notice of any meeting of stockholders or directors shall be necessary if waiver of call and notice be signed by all of the stockholders or directors, whichever the case may be.

Section 2. - At least ten days (inclusive of the date of meeting) before the date of any meeting of the stockholders, the secretary, when requested by the president (or in his absence the vice-president), or a majority of the board of directors, shall cause a written notice setting forth the time, place and general purpose of the meetings, to be delivered personally or by mail, with postage prepaid, to each stockholder of record at his last post office address as it appears on the books of the company.

Section 3. - Regular or special meetings of the board of directors may be called by the president (or in his absence the vice-president), or by a majority of the board of directors, and notice of such meeting shall be given by the secretary at least twenty-four hours before the time fixed for the meeting, and such notice shall specify the time, place, and general purpose of the meeting, and shall be delivered personally or mailed, postage prepaid, to each director at his last post office address as it appears on the books of the company.

ARTICLE IX

SEAL

The seal of the corporation shall be impressed as follows:

ARTICLE X

STOCK CERTIFICATES

Section 1. - Form of Certificate. Each certificate of stock shall express on its face the par value, if any, of the shares, and shall indicate that the shares are fullpaid and non-assessable.

Section 2. - Issuance. All certificates of stock shall be signed by the president or vice-president and by the secretary or an assistant secretary, and the seal of the company shall be impressed thereon, The name of the owner of each certificate and the number of shares represented by it shall be entered on its stub, and each certificate issued by the company shall be receipted for by the person receiving it or by his duly authorized agent, either on the stub of the certificate or on a separate receipt, which shall be kept by the secretary.

Section 3. - Transfer. Certificates of stock shall be transferred by assignment made by the owner, his attorney in fact or legal representative, and by delivery of the certificate to the secretary of the company for transfer. Each certificate surrendered for transfer shall be marked “Cancelled” by the secretary and an incision on the certificate shall be made through the names of the subscribing officers, and the cancelled certificate shall be affixed to its stub.

Section 4. - Lost Certificates. Should the owner of any certificate of stock make application to the company for the issuance of a duplicate certificate by reason of the loss or destruction of his certificate, he shall accompany his application by an affidavit setting forth the time, place and circumstances of such loss or destruction. Should the board of directors be satisfied, from the matter set forth in said affidavit that said certificate has been lost or destroyed, the board of directors may thereupon call upon the owner of said certificate to file with the secretary of the company a bond in such amount and with such surety or sureties as the board may determine, indemnifying the company against such loss as it may suffer by reason of the issuance of a duplicate certificate or the refusal to recognize the certificate that was lost or destroyed. In the event of the approval of such bond by the board of directors, the board may thereupon authorize the issuance of a duplicate certificate. The duplicate certificate shall be marked “Duplicate”, and the stub of the certificate lost or destroyed shall indicate the issuance of the duplicate.

ARTICLE XI

DIVIDENDS

Dividends on the issued and outstanding stock from the surplus or net profits of the company may be declared by the board of directors from time to time.

ARTICLE XII

AMENDMENT AND REPEAL

These by-laws may be amended or repealed, or new by-laws may be adopted, at any meeting of the stockholders, by a resolution adopted by the holders of a majority of the issued and outstanding stock. These by-laws may also be amended or repealed, or new by-laws may be adopted; at any meeting of the board of directors.

No notice need be given of any action concerning these by-laws previous to any such meeting, if the proposed amendment, repeal or adoption of new by-laws is one of necessity arising at such meeting, and is in furtherance of the legitimate aims of the corporation.

EX-3.9 4 a2203045zex-3_9.htm EX-3.9

Exhibit 3.9

CERTIFICATE OF INCORPORATION

PERLAND ENVIRONMENTAL TECHNOLOGIES, INC.

FIRST: The name of the Corporation is Perland Environmental Technologies, Inc.

SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares of stock which the Corporation is authorized to issue is 3,000 shares, of which 3,000 shares shall be common stock, $.10 par value.

FIFTH: The name and mailing address of the incorporator is:

Richard S. Gabrielse

c/o Perini Corporation

73 Mt. Wayte Avenue

Framingham, Massachusetts 01701

SIXTH: A. The board of directors, by vote of a majority of the whole board at any regular or special meeting, shall have power to adopt, amend or repeal the by-laws of the Corporation; provided, however, that any by-law or amendment to the by-laws adopted by the board of directors may be repealed, and any by-law repealed by the board may be reinstated, by vote of the stockholders entitled at the time to vote for the election of directors, in which case the board of directors shall not thereafter take action with respect to the by-laws which is inconsistent with the action so taken by the stockholders; and provided further, that the board of directors shall not have power to amend or repeal any by-law adopted by the stockholders which by its terms, or any other provision of the by-laws, may be amended or repealed only by the stockholders.

B. Where the by-laws of the corporation provide that a section or subsection thereof may only be amended or repealed in accordance with this Certificate of Incorporation, such amendment or repeal shall require the affirmative vote of the holders of at least eighty percent (80%) of all outstanding shares of the Corporation entitled to vote thereon at any regular or special meeting of shareholders.

SEVENTH: The following provisions are inserted for the regulation and conduct of the business and affairs of the Corporation and are in furtherance, and not in limitation or exclusion, of any powers conferred upon it by statute:

A. The affirmative vote of the holders of eighty percent (80%) of the shares entitled to vote at any meetings of shareholders shall be necessary for the transaction of any of the following items of business;

(1) Authorization of any amendment of this Certificate of Incorporation;

(2) Authorization of the merger or consolidation of the Corporation into or with any other corporation;

(3) Authorization of the sale, lease exchange or other disposition of all or substantially all of the assets of the Corporation; and

(4) Authorization of the issuance and sale of any additional shares of stock of the Corporation of any class.

B. Election of directors need not be by written ballot except to the extent provided in the by-laws of the Corporation.

EIGHTH: No Director shall be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this provision shall not eliminate or limit the liability of a director (A) for any breach of the director’s duty of loyalty to the Company or its stockholders, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (C) under Section 174 of Title 8 of the Delaware Code or any amendment thereto or successor provision thereto or (D) for any transaction from which the director derived an improper personal benefit. Neither the amendment nor repeal of this Article Eighth, nor the adoption of any provision of the Certificate of Incorporation inconsistent with this Article Eighth, shall eliminate or reduce the effect of this Article Eighth in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article Eighth would accrue or arise, prior to such amendment, repeal or adoption of inconsistent provision.

I, THE UNDERSIGNED, being the incorporator herein before named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 25th day of March 1988.

	/s/Richard S. Gabrielse
	Richard S. Gabrielse

Commonwealth of Massachusetts
County of Middlesex

Be it remembered, that on this 25th day of March, 1988, personally appeared before me, the subscriber, a notary public for the state and county aforesaid, Richard S. Gabrielse, party to the foregoing Certificate of incorporation, known to me personally to be such, and I having first made known to him the contents of said Certificate, he did acknowledge that he signed, sealed and delivered the same as his voluntary act and deed, and deposed that the facts therein stated were truly set forth.

Given under my hand and seal of office the day and year aforesaid.

	/s/Gilda A. Valle
[Notary Seal]	Notary Public
	My Commission Expires May 12, 1989

EX-3.10 5 a2203045zex-3_10.htm EX-3.10

Exhibit 3.10

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

Perland Environmental Technologies, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, at a meeting duly held, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of Perland Environmental Technologies, Inc. be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:

The name of the corporation is: Perini Environmental Services, Inc.

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Perland Environmental Technologies, Inc. has caused this certificate to be signed by David B. Perini, its Chairman, this day 26th of May, 1995.

	Perland Environmental Technologies, Inc.

	By	/s/David B. Perini
		Chairman

EX-3.11 6 a2203045zex-3_11.htm EX-3.11

Exhibit 3.11

PERLAND ENVIRONMENTAL TECHNOLOGIES, INC.

(a Delaware corporation)

BY-LAWS

AS AMENDED TO MAY 2, 1988

ARTICLE I

Offices

SECTION1.1 Registered Office. The registered office of Perland Environmental Technologies, Inc. (hereinafter called the Corporation) in the State of Delaware shall be at 1209 Orange Street, City of Wilmington, County of New Castle, and the name of the registered agent in charge thereof shall be The Corporation Trust Company.

SECTION 1.2 Other Offices. The Corporation may also have an office or offices at such other place or places, either within or without the State of Delaware, as the Board of Directors (hereinafter called the Board) may from time to time determine or as the business of the Corporation may require.

ARTICLE II

Meetings of Stockholders

SECTION 2.1 Annual Meetings. Annual meetings of the stockholders of the Corporation for the purpose of electing directors and for the transaction of such other proper business as may come before such meetings shall be held at such time, date and place as the Board shall each year fix.

SECTION 2.2 Special Meetings. Special meetings of stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called by the Board, or by the President

and shall be called by the President or the Secretary at the request in writing of any one or more shareholders owning at least thirty percent (30%) in amount of the stock of the Corporation entitled to vote.

SECTION 2.3 Place of Meetings. All meetings of the stockholders shall be held at such places, within or without the State of Delaware, as may from time to time be designated by the person or persons calling the respective meeting and specified in the respective notices or waivers of notice thereof.

SECTION 2.4 Notice of Meetings. Except as otherwise required by law, notice of each meeting of the stockholders, whether annual or special shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of record entitled to vote at such meeting by delivering a typewritten or printed notice thereof to him personally, or by depositing such notice in the United States mail, in a postage pre-paid envelope, directed to him at his post office address furnished by him to the Secretary of the Corporation for such purpose or, if he shall not have furnished to the Secretary his address for such purpose, then at his post office address last known to the Secretary, or by transmitting a notice thereof to him at such address by telegraph, cable or wireless. Except as otherwise expressly required by law, no publication of any notice of a meeting of the stockholders shall be required. Every notice of a meeting of the stockholders shall state the place, date and hour of the meeting, and, in the case of a special meeting, shall also state the purpose or purposes for which the meeting is called. Notice

of any meeting of stockholders shall not be required to be given to any stockholder who shall have waived such notice and such notice shall be deemed waived by any stockholder who shall attend such meeting in person or by proxy, except as a stockholder who shall attend such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Except as otherwise expressly required by law, notice of any adjourned meeting of the stockholders need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken.

SECTION 2.5 Quorum. Except as otherwise provided by statute or the Certificate of Incorporation, the holders of record of a majority in voting interest of the shares of stock of the Corporation entitled to be voted thereat, present in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of the stockholders of the Corporation or any adjournment thereof. In the absence of a quorum at any meeting or any adjournment thereof, a majority in voting interest of the stockholders present in person or by proxy and entitled to vote thereat or, in the absence therefrom of all the stock-holders, any officer entitled to preside at, or to act as secretary of, such meeting may adjourn such meeting from time to time. At any such adjourned meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally called.

SECTION 2.6 Voting. At any meeting of the stockholders, each stockholder having the right to vote shall be entitled to

vote in person or by proxy; and except as otherwise provided by statute or the Certificate of Incorporation, each shareholder of record shall be entitled to one vote for each outstanding share of stock registered in its name on the books of the Corporation as of the record date for determining the shareholders entitled to notice of and to vote at such meeting.

SECTION 2.7 Vote Required. At any meeting of stockholders at which a quorum is present, all elections shall be determined by plurality vote and all other matters shall be determined by the vote of a majority of the shares present or in person or by proxy and entitled to vote, unless the matter is one which, by express provision of statute, the Shareholders’ Agreement, the Certificate of incorporation or these By-Laws, a different vote is required, in which case such express provision shall govern and control the determination of such matters.

SECTION 2.8 List of Stockholders. The Secretary of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.

The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 2.9 Action by Written Consent. Whenever a vote of shareholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provision of statute or of the Shareholders’ Agreement or of the Certificate of Incorporation or these By-Laws, the meeting, prior notice thereof and vote of shareholders may be dispensed with if the holders of shares having not less than the minimum number of votes that would have been necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted shall consent in writing to the taking of such action. Where corporate action is taken in such manner by less than unanimous written consent, prompt written notice of the taking of such action shall be given to all shareholders who have not consented in writing thereto.

ARTICLE III

Board of Directors

SECTION 3.1 Number; Qualifications. The Board of Directors shall consist of one or more members, as shall be fixed by the stockholders, and shall be elected by the stockholders at the annual meeting. Directors need not be stockholders.

SECTION 3.2 Election; Resignation; Removal; Vacancies. The Board of Directors shall initially consist of the persons elected as such by the incorporator. At the first annual meeting of stockholders and at each annual meeting thereafter, the stockholders shall elect Directors

to replace those Directors whose terms then expire. Any Director may resign at any time upon written notice to the Corporation. Any vacancy occurring in the Board of Directors shall be filled by the stockholders at a special meeting of the stockholders called for such purpose, and each Director so elected shall hold office until the expiration of the term of office of the Director whom he has replaced.

SECTION 3.3 Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine, and if so determined notices thereof need not be given.

SECTION 3.4 Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the President, any Vice President, the Secretary, or by any member of the Board of Directors. Reasonable notice thereof shall be given by the person or persons calling the meeting, not later than the second day before the date of the special meeting.

SECTION 3.5 Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting.

SECTION 3.6 Quorum; Vote Required for Action. At all meetings of the Board of Directors a majority of the whole Board shall constitute a quorum for the transaction of business. Except in cases in which the Certification of Incorporation or these by-laws otherwise provide, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 3.7 Bidding Guidelines. Bidding Guidelines shall be established and modified from time-to-time by the Directors.

SECTION 3.8 Matters Requiring Supermajority Vote. The following actions shall not be taken without the affirmative vote of eighty percent (80%) of the Directors:

(a) declaration of dividends;

(b) adoption, amendment or repeal of any By-Laws;

(d) any contractual commitment requiring Board approval in accordance with the then existing Bidding Guidelines;

(e) Initial approval and subsequent modification of the Bidding Guidelines.

SECTION 3.9 Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in their absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

SECTION 3.10 Informal Action by Directors. Unless otherwise restricted by the Certificate of Incorporation or these

by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or such committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Board or committee.

SECTION 3.11 Compensation. The Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No such payment shall preclude any Director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

SECTION 3.12 Chairman of the Board and Vice Chairman. The Chairman of the Board shall preside at all meetings of the Board of Directors at which he is present, otherwise the Vice Chairman shall preside. The Chairman of the Board shall preside at all meetings of shareholders at which he is present and chooses to preside. The Chairmanship and Vice Chairmanship shall alternate each year between the director designated by Perini Corporation (“Perini”) and the director designated by Ashland Technology Corp. (“ATC”) in accordance with paragraph 4 of the Shareholders’ Agreement dated May 2, 1988. The initial Chairman of the Board shall be the Perini designee.

ARTICLE IV

Committees

SECTION 4.1 Committees. The Board of Directors may, by resolution passed -by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, and subject to the provisions of SECTION 3.8 of these by-laws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of dissolution, or amending these by-laws.

SECTION 4.2 Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the

Board may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article III of these by-laws.

ARTICLE V

Officers

SECTION 5.1 Executive Officers. The Board of Directors shall choose a President and Secretary. The Board of Directors may also choose one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding this election, and until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation. The Board of Directors may remove any officer with or without. cause at anytime by a vote of a majority of the entire number of Directors then in office, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation. Any number of offices may be held by the same person, except that the President shall not serve as Treasurer or Health and Safety Director. No officer need be a stockholder. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting.

SECTION 5.2 Powers and Duties of Executive Officers. The officers of the Corporation shall have such powers and duties in the management of the Corporation as may be prescribed by the Board of Directors anal to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his duties.

SECTION 5.3 President. The President shall be the chief executive officer of the Corporation. The President shall preside at meetings of shareholders in the event the Chairman of the Board or Vice Chairman are absent or choose not to preside at such meetings. Subject to the direction of the Directors, the President shall have general supervision and management of the business and of the other officers of the Corporation. The President shall see to it that all resolutions and orders of the Board of Directors are carried into effect, and in connection therewith, shall be authorized to delegate to the other officers of the Corporation such of his powers and duties as at such times and in such manner as he may deem to be advisable.

SECTION 5.4 Vice-Presidents. The Vice-Presidents shall have such duties and powers as shall be prescribed for them respectively from time to time by the directors or by the President. The directors or the President may from time to time designate one or more Vice-Presidents as Executive Vice-President, Financial Vice-President, Administrative Vice-President, Senior Vice-President, or otherwise, or may otherwise fix or indicate

the order of their rank, and, in their or his discretion, may from time to time change or revoke any such designation. One or more Vice-Presidents may be designated by the Board of Directors to perform all or a part of the duties of the President in the event of the death or disability of the President.

SECTION 5.5 Treasurer and Assistant Treasurers. The Treasurer shall, subject to the direction and under the supervision of the Board of Directors, have general charge of the financial concerns of the Corporation and of its funds and valuable papers, and shall have such other duties and powers as may be prescribed from time to time by the Board of Directors or the President. The Treasurer shall report to the Board of Directors but in the ordinary conduct of the Corporation’s business shall be under the supervision of the President or such other officer as the Board of Directors from time to time may determine.

Any assistant treasurers shall have such duties and powers as shall be prescribed from time to time by the Board of Directors or the President and shall be responsible to and shall report to the Treasurer.

SECTION 5.6 Health and Safety Director. The Health and Safety Director shall have general charge of the corporation’s compliance with federal, state and local laws regarding health, environment, public safety, employee safety, and toxic materials.

SECTION 5.7 Secretary and Assistant Secretary. The Secretary shall keep the minutes of all meetings of the shareholders and of the Board of Directors and committees thereof, in books provided for that purpose. He shall give, or cause to

be given, all notices required by the law or by these By-laws. He shall be custodian of the records and of the seal or seals of the Corporation. He shall, when authorized by the Board of Directors or the President, affix the seal of the Corporation to all documents requiring it, and he may attest the same. In general, he shall perform all duties incident to the office of a secretary of a corporation, and such other duties as from time to time may be assigned to him by the Board of Directors.

Assistant secretaries shall have such duties and powers as shall be prescribed from time to time by the Board of Directors, the President or the Secretary, and shall be responsible to and shall report to the Secretary.

ARTICLE VI

Stock

SECTION 6.1 Certificates. Every holder of stock shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman or Vice Chairman of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Corporation, certifying the number of shares owned by him in the Corporation. Any of or all the signatures on the certificates may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been place upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation

with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

SECTION 6.2 Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

SECTION 6.3 Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived,

at the close of business on the day next preceding the day on which the meeting is held; and (2) the record date for determining stockholders for any ether purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE VII

Miscellaneous

SECTION 7.1 Fiscal Year. The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

SECTION 7.2 Seal. The corporate seal shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors.

SECTION 7.3 Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need to be specified in any written waiver of notice.

SECTION 7.4 Indemnification of Directors, Officers and Employees. The Corporation shall indemnify to the full extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director, officer or employee of the Corporation or any predecessor of the Corporation or serves or served any other enterprise as a director, officer or employee at the request of the Corporation or any predecessor of the Corporation. In addition, this SECTION 7.4 of these by-laws shall be applicable to other employees of the Corporation as the Board of Directors may from time-to-time so designate.

SECTION 7.5 Interested Directors; Quorum. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (1) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of majority of the disinterested directors,

even though the disinterested directors be less than a quorum; or (2) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or ( 3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

SECTION 7.6 Corporate Records. Subject to the provisions of Section 4 of Article I of these By-Laws, the original, or attested copies, of the Shareholders’ Agreement, Certificate of Incorporation, By-Laws and records of all meetings of the in-corporators and stockholders, and the stock and transfer records, which shall contain the names of all stockholders and the record address and the amount of stock held by each, shall be kept at the principal office of the corporation, or at any office of its transfer agent or the Secretary. Said copies and records need not all be kept in the same office. They shall be available at all reasonable times to the inspection of any stockholder for any proper purpose, but not to secure said list or copies thereof or of using the same for a purpose other than in the interest of the applicant, as a stockholder, relative to the affairs of the corporation.

SECTION 7.7 Execution of Instruments. All checks, deeds, leases, transfers, contracts, bonds, notes and other obligations authorized to be executed by an officer of the corporation in its behalf shall be signed by the President or the Treasurer except as the Directors may generally or in particular cases otherwise determine.

SECTION 7.8 Evidence of Authority. A certificate by the Secretary, or an Assistant Secretary, or a temporary Secretary, as to any action taken by the stockholders, Directors, a committee or any officer or representative of the corporation shall as to all persons who rely thereon in good faith be conclusive evidence of such action.

SECTION 7.9 Amendment of By-Laws. These by-laws may be altered or repealed, and new by-laws made, by the Board of Directors, but the stockholders may make additional by-laws and may alter and repeal any by-laws whether adopted by them or otherwise; provided, however, that this Section 7.9 or Sections 2.7 and 3.1 of these by-laws may be amended or repealed only by the stockholders in accordance with Article SIXTH of the Certificate of Incorporation.

EX-3.12 7 a2203045zex-3_12.htm EX-3.12

Exhibit 3.12

CERTIFICATE OF INCORPORATION

INTERNATIONAL CONSTRUCTION MANAGEMENT SERVICES, INC.

1. The name of the corporation is INTERNATIONAL CONSTRUCTION MANAGEMENT SERVICES, INC.

2. The address of its registered office in the State of Delaware is No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or promoted is:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4. The total number of shares of stock which the corporation shall have authority to issue is one thousand (1,000) common; all of such shares shall be without par value.

5A. The name and mailing address of each incorporator is as follows:

NAME		MAILING-ADDRESS

K. L. Husfelt		100 West Tenth Street
		Wilmington, Delaware 19801

B. A. Schuman		100 West Tenth Street
		Wilmington, Delaware 19801

E. L. Kinsler		100 West Tenth Street
		Wilmington, Delaware 19801

5B. The name and mailing address of each person, who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified, is as follows:

NAME		MAILING-ADDRESS

Paul A. Praderio		73 Mt. Wayte Street
		Framingham, Massachusetts 01701

Morse H. Klubock		73 Mt. Wayte Street
		Framingham, Massachusetts 01701

Richard Johnson		73 Mt. Wayte Street
		Framingham, Massachusetts 01701

David C. Malone		73 Mt. Wayte Street
		Framingham, Massachusetts 01701

Fred A. Reif		73 Mt. Wayte Street
		Framingham, Massachusetts 01701

6. The corporation is to have perpetual existence.

7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

To make, alter or repeal the by-laws of the corporation.

8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

9. The corporation reserves the right to amend; alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or here-after prescribed by statute; and all rights conferred upon stockholders herein are granted subject to this reservation.

WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 24th day of April, 1981.

	K. L. Husfelt
	K. L. Husfelt

	B. A. Schuman
	B. A. Schuman

	E. L. Kinsler
	E. L. Kinsler

EX-3.13 8 a2203045zex-3_13.htm EX-3.13

Exhibit 3.13

INTERNATIONAL CONSTRUCTION MANAGEMENT SERVICES, INC.

B Y - LAWS

ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. All meetings of the stockholders for the election of directors shall be held in the City of Framingham, State of Massachusetts, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other

purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual meetings of stockholders, commencing with the year 1981, shall be held on the second Tuesday of June if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 A. M., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide

any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than

unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1. The number of directors which shall constitute the whole board shall be not less than three nor more than nine. The first board shall consist of five directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships or to replace the directors chosen by the directors then in office.

Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

Section 7. Special meetings of the board may be called by the president on two days’ notice to each director, either personally or by, mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.

Section 8. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present

at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

Section 11. The board of directors may, by resolution

the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation there-for. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

Section 14. Unless otherwise restricted by the

certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stock-holder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board .

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may

be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order

determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed

every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

CERTIFICATE OF STOCK

Section 1. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary

or an assistant secretary of the corporation, certifying the number of shares owned by him in the corporation.

Section 2. Any of or all the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may

be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

FIXING RECORD DATE

Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record

entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of

the capital stock, subject to the provisions of the certificate of incorporation.

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

CHECKS

Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

INDEMNIFICATION

Section 7. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment,

repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws.

EX-3.14 9 a2203045zex-3_14.htm EX-3.14

Exhibit 3.14

THE COMMONWEALTH OF MASSACHUSETTS

ARTICLES OF ORGANIZATION

(Under G.L. CH. 156B)

Incorporators

NAME		POST OFFICE ADDRESS
James P. McAlear		10 Post Office Sq. Boston, Mass. 02109

William T. Doyle, Jr.		10 Post Office Sq. Boston, Mass. 02109

Bonita C. Tieuli		10 Post Office Sq. Boston, Mass. 02109

The above-named incorporators do hereby associate themselves with the intention of forming a corporation under the provisions of General Laws, Chapter 156B and hereby state:

1. The name by which the corporation shall be known is: PERINI INTERNATIONAL CORPORATION

2. The purposes for which the corporation is formed are as follows:

To carry on within or without the United States of America the following businesses: A general contracting and construction business including any and all engineering and design; to carry on a general mining business; to carry on a general business with respect to oil, gas and other natural resources; to carry on a general real estate development and operations business; to carry on a general business of manufacturing or otherwise producing, acquiring, preparing for market, buying and selling, dealing in and with and disposing of any and all kinds of construction equipment, materials and supplies and any and all products and by-products thereof, any and all ingredients, supplies and items in any stage of production, used or useful in combination with, in substitution for or otherwise in connection with or of which any one or more such products, by-products, ingredients, supplies or items form, or are suitable to form, a component part and all related machinery appliances, apparatus and tools; to become a partner with others

in any business authorized herein; to acquire, hold, use and dispose of property of whatever kind and wherever situated, and rights and interests therein, including going enterprises and the acquistion of interests in and obligations of other concerns (wherever and however organized) or of individuals, and while the owner thereof to exercise all the rights, powers and privileges of ownership in the same manner and to the same extent that an individual might; to discover, invent or acquire rights and interests in inventions, designs, patents, patent rights and licenses, trademarks, trade names, copyrights and trade secrets in any field, whether or not cognate to any other activity of the corporation and to hold, use, sell, license the use of or otherwise utilize, deal in or dispose of the same; to lend money, credit or security to, to guarantee or assume obligations of and to aid in any other manner other concerns (wherever and however organized) or individuals, any obligation of which or any interest in which is held by this corporation or in the affairs or prosperity of which this corporation has a lawful interest, and to do all acts and things designed to protect, improve or enhance the value of any such obligation or interest; to join with others in any enterprise conducive to the success of the corporation, in such manner and on such terms and conditions as may be agreed upon; and in general, whether as principal or as agent or contractor for others and in any manner, to do every act and thing and to carry on any and all businesses and activities in any way connected with any of the foregoing which may lawfully be done or carried on by business corporations wherever such one or more businesses or activities may be so done and to exercise all the powers conferred by the laws of The Commonwealth of Massachusetts upon business corporations, provided, however, that the corporation is not organized for any purpose which prevents the provisions of Chapter 156 B of the General Laws of said Commonwealth and acts in amendment thereof and in addition thereto, from being applicable to it.

3. The total number of shares and the par value, if any, of each class of stock which the corporation is authorized is as follows: 10,000 shares of common stock without par value.

4. If more than one class is authorized, a description of each of the different classes of stock with, if any, the preferences, voting powers, qualifications, special or relative rights or privileges as to

each class thereof and any series now established: None

5. The restrictions, if any, imposed by the Articles of Organization upon the transfer of shares of stock of any class are as follows: None

6. Other lawful provisions for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders are as follows:

6.1. The directors may make, amend or repeal the by-laws in whole or in part, except with respect to any provision thereof which by law or the by-laws requires action by the stockholders.

6.2. Meetings of the stockholders may be held anywhere in the United States.

6.3. Except as specifically authorized by statute, no stockholder shall have any right to examine any property or any books, accounts or other writings of the corporation if there is reasonable ground for belief that such examination will for any reason be adverse to the interest of the corporation, and a vote of the board of directors refusing permission to make such examination and setting forth that in the opinion of the board of directors such examination would be adverse to the interests of the corporation shall be prima facie evidence that such examination would be adverse to the interests of the corporation. Every such examination shall be subject to such reasonable regulations as the board of directors may establish in regard thereto.

6.4. The board of directors may specify the manner in which the accounts of the corporation shall be kept and may determine what constitutes net earnings, profits and surplus, what amounts, if any, shall be reserved for any corporate purpose, and what amounts, if any, shall be declared as dividends.

6.5. The corporation may purchase or otherwise acquire, hold, sell or otherwise dispose of shares of its own capital stock, and such purchase or holding shall not be deemed a reduction of its capital stock.. The corporation may reduce its capital stock in any manner authorized by law. Such reduction may be effected by the cancellation and retirement of any shares of its capital

stock held by it. Upon any reduction of capital or capital stock, no stockholder shall have any right to demand any distribution from the corporation, except as and to the extent that the stockholders shall so have provided at the time of authorizing such reduction.

6.6. Each director and officer of the corporation shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account of the corporation, reports made to the corporation by any of its officers or employees or by counsel, accountants, appraisers or other experts or consultants selected with reasonable care by the directors, or upon other records of the corporation.

6.7. The directors shall have the power to fix from time to time their compensation.

6.8. The corporation may enter into contracts and otherwise transact business as vendor, purchaser or otherwise with its directors, officers and stockholders and with corporations, joint stock companies, trusts, firms and associations in which they are or may be or become interested as directors, officers, shareholders, members, trustees, beneficiaries or otherwise as freely as though such adverse interest did not exist even though the vote, action or presence of such director, officer or stockholder may be necessary to obligate the corporation upon such contract or transaction; and no such contract or transaction shall be avoided and no such director, officer or stockholder shall be held liable to account to the corporation or to any creditor or stockholder of the corporation for any profit or benefit realized by him through any such contract or transaction by reason of such adverse interest nor by reason of any fiduciary relationship of such director, officer or stockholder to the corporation arising out of such office or stock ownership; provided (in the case of directors and officers but not in the case of any stockholder who is not a director or officer of the corporation) the nature of the interest of such director or officer, though not necessarily the details or extent thereof, be known by or disclosed to the directors. Ownership or beneficial interest in a minority of the stock or securities of another corporation, joint stock company, trust, firm or association shall not be deemed to constitute an interest adverse to this corporation in such other corporation, joint stock company, trust, firm or

association and need not be disclosed. A general notice that a director or officer of the corporation is interested in any corporation, joint stock company, trust, firm or association shall be a sufficient disclosure as to such director or officer with respect to all contracts and. transactions with that corporation, joint stock company, trust, firm or association. In any event the authorizing or ratifying vote of a majority of the capital stock of the corporation outstanding and entitled to vote passed at a meeting duly called and held for the purpose shall validate any such contract or transaction as against all stockholders of the corporation, whether of record or not at the time of such vote, and as against all creditors and other claimants, under the corporation, and no contract or transaction shall be avoided by reason of any provision of this paragraph which would be valid but for these provisions.

6.9. The terms and conditions upon which a sale or exchange of all the property and assets, including the good will of the corporation, or any part thereof, is voted may include the payment therefor in whole or in part in shares, notes, bonds or other certificates of interest or indebtedness of any voluntary association trust, joint stock company or corporation. Such vote or a subsequent vote may in the event of or in contemplation of proceedings for the dissolution of the corporation also provide, subject to the rights of creditors and preferred stockholders, for the distribution pro rata among the stockholders of the corporation, of the proceeds of any such sale or exchange, whether such proceeds be in cash or in securities as aforesaid (at values to be determined by the board of directors).

7. By-laws of the corporation have been duly adopted and the initial directors, president, treasurer and clerk, whose names are set out below, have been duly elected.

8. The effective date of organization of the corporation shall be the date of filing with the Secretary of the Commonwealth or if later date is desired, specify date, (not more than 30 days after date of filing.)

9. The following information shall not for any purpose be treated as a permanent part of the

Articles of Organization of the corporation.

a. The post office address of the initial principal office of the corporation in Massachusetts is:

73 Mt. Wayte Avenue

Framingham, Mass. 01701

b. The name, residence, and post office address of each of the initial directors and following officers of the corporation are as follows:

NAME		RESIDENCE POST OFFICE ADDRESS

Chairman of the Board and President: David B. Perini		8 Sherbrooke Dr., Dover, MA 02030

Vice Pres.: Albert J. Perini		53 Moncada Way, San Rafael, CA 94901

Treasurer: Thomas A. Steele, III		597 Depot Rd., Boxborough, MA 01719

Clerk/Secretary: John M. Bolis		649 Wellesley St., Weston, MA 02193

Assistant Secretary: Charles J. Patterson		34 Little Tree Lane, Framingham, MA 01701

Treasurer: Thomas A Steele III		597 Depot Rd., Boxborough, MA 01719

Assistant Treasurer: Barry R. Blake		31 Pequot Rd. Wayland, MA 01778

Directors:

NAME		RESIDENCE POST OFFICE ADDRESS

David B. Perini		8 Sherbrooke Dr., Dover, MA 02030

Albert J. Perini		53 Moncada Way, San Rafael, CA 94901

Thomas A. Steele, III		597 Depot Rd., Boxborough, MA 01719

c. The date initially adopted on which the corporation’s fiscal year ends is: December 31

d. The date initially fixed in the by-laws for the annual meeting of stockholders of the corporation is: 3rd Tuesday in May

e. The name and business address of the resident agent, if any, of the corporation is:

C T CORPORATION SYSTEM

10 Post Office Square

Boston, Massachusetts 02109

IN WITNESS WHEREOF and under the penalties of perjury the above-named incorporators sign these Articles of Organization this 4th day of September, 1975.

	/s/ James P. McAlear

	/s/ William T. Doyle, Jr.

	/s/ Bonita C. Tieuli

EX-3.15 10 a2203045zex-3_15.htm EX-3.15

Exhibit 3.15

THE COMMONWEALTH OF MASSACHUSETTS

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

ARTICLES OF AMENDMENT

(General Laws, Chapter 156B, Section 72)

We, Robert Band, President, and Rosemary A. Ortega, Assistant Clerk, of PERINI INTERNATIONAL CORPORATION, located at 73 Mt. Wayte Avenue, Framingham, Massachusetts 01701, certify that these Articles of Amendment affecting articles numbered: 1

of the Articles of Organization were duly adopted at a meeting held on June 11, 1997, by vote of:

110 shares of common Stock of 110 shares outstanding,

being at least a majority of each type, class or series outstanding and entitled to vote thereon:

The name of this corporation is hereby changed from PERINI INTERNATIONAL CORPORATION to PERINI MANAGEMENT SERVICES, INC.

To change the number of shares and the par value (if any) of any type, class or series of stock which the corporation is authorized to issue, fill in the following:

The total presently authorized is: NO CHANGE

WITHOUT PAR VALUE STOCKS		WITH PAR VALUE STOCKS
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
Common:		Common:

Preferred:		Preferred:

Change the total authorized to:

WITHOUT PAR VALUE STOCKS		WITH PAR VALUE STOCKS
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
Common:		Common:

Preferred:		Preferred:

The foregoing amendment(s) will become effective when these Articles of Amendments are filed in accordance with General Laws, chapter 156B, Section 6 unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date.

Later effective date:

SIGNED UNDER THE PENALTIES OF PERJURY, this 12th day of June, 1997.

/s/Robert Band	, President
Robert Band

/s/Rosemary Ortega	, Assistant Clerk
Rosemary Ortega

EX-3.16 11 a2203045zex-3_16.htm EX-3.16

Exhibit 3.16

BY-LAWS

PERINI INTERNATIONAL CORPORATION

SECTION 1. ARTICLES OF ORGANIZATION

The name and purposes of the corporation shall be as set forth in the Articles of Organization. These by-laws, the powers of the corporation and of its directors and stockholders, or of any class of stockholders, if there shall be more than one class or series of stock, and all matters concerning the conduct and regulation of the business and affairs of the corporation shall be subject to such provisions in regard thereto, if any, as are set forth in the Articles of Organization as from time to time in effect.

SECTION 2. STOCKHOLDERS

2.1. Annual Meeting. The annual meeting of the stockholders shall be held at ten o’clock in the forenoon on the third Tuesday in May in each year beginning in 1970, unless a different hour is fixed by the Chairman of the Board, the President or the directors. If that day be a legal holiday at the place where the meeting is to be held, the meeting shall be held on the next succeeding day not a legal holiday at such place and hour. Purposes for which an annual meeting is to be held, additional to those prescribed by law, by the Articles of Organization or by these by-laws, may be specified by the Chairman of the Board, the President or by the directors.

2.2. Special Meeting in Place of Annual Meeting. If no annual meeting has been held in accordance with the foregoing provisions, a special meeting of the stockholders may be held in place thereof; and any action taken at such special meeting shall have the same force and effect as if taken at the annual meeting and, in such case, all references in these by-laws to the annual meeting of the stockholders

shall be deemed to refer to such special meeting. Any such special meeting shall be called as provided in Section 2.3.

2.3. Special Meetings. A special meeting of the stockholders may be called at any time by the Chairman of the Board, the President or by the directors. Each call of a meeting shall state the place, date, hour and purposes of the meeting.

2.4. Place of Meetings. All meetings of the stockholders shall be held within Massachusetts or, to the extent permitted by the Articles of Organization, elsewhere within the United States, at such place as shall be fixed by the Chairman of the Board, the President or the directors. Any adjourned session of any meeting of the stockholders shall be held at the same city or town as the initial session, or within Massachusetts, in either case at the place designated in the vote of adjournment.

2.5. Notice of Meetings. A written notice of each meeting of stockholders, stating the place, date and hour and the purposes of the meeting, shall be given at least ten days before the meeting to each stockholder entitled to vote thereat and to each stockholder who, by law, by the Articles of Organization or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by mailing it, postage prepaid, and addressed to such stockholder at his address as it appears in the records of the corporation. Such notice shall be given by the Clerk or an Assistant Clerk or by the Secretary or an Assistant Secretary. No notice of any meeting of stockholders need be given to a stockholder if a written waiver of notice, executed before or after the meeting by such stockholder, or his attorney thereunto duly authorized, is filed with all the records of the meeting.

2.6. Quorum of Stockholders. At any meeting of the stockholders, a quorum shall consist of a majority in interest of all stock issued and outstanding and entitled to vote at the meeting; except that if two or more classes or series of stock are entitled to vote as separate classes or series, then, in the case of each such class or series, a quorum shall consist of a majority in interest of all stock of that class or series issued and outstanding; and except when a larger quorum is required by law, by the Articles of Organization or by these by-laws. Stock owned directly or indirectly by the corporation, if any, shall not be deemed outstanding for this purpose. Any meeting may be adjourned from time to time by a majority

of the votes properly cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

2.7. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office, and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the Articles of Organization or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.8. Voting. Except as otherwise provided in the Articles of Organization, stockholders entitled to vote shall have one vote for each share of stock entitled to vote held by them of record according to the records of the corporation. The corporation shall not, directly or indirectly, vote any share of its own stock.

2.9. Action by Writing. Any action to be taken by stockholders may be taken without a meeting if all stockholders entitled to vote on the matter consent to the action by a writing filed with the records of the meetings of stockholders. Such consent shall be treated for all purposes as a vote at a meeting.

2.10. Proxies. Stockholders entitled to vote may vote either in person or by proxy in writing filed with the Clerk or other person responsible to record the proceedings of the meeting before being voted, but no proxy dated more than six months before the meeting named therein shall be valid. Unless otherwise specifically limited by their terms, such proxies shall entitle the holders thereof to vote at the meeting named therein and at any adjournment of such meeting, but no proxy shall be valid after the final adjournment of such meeting. A proxy with respect to stock held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the corporation receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a stockholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger.

SECTION 3. BOARD OF DIRECTORS

3.1. Election and Number. A board of directors shall be elected at the annual meeting of the stockholders, by such stockholders as have the right to vote at such election. The number of directors to be so elected shall be fixed or determined by the stockholders at the annual meeting, but shall be not less than three. The number of directors may be increased at any time or from time to time either by the stockholders or by the directors by vote of the majority of the directors then in office. The number of directors may be decreased at any time or from time to time either by the stockholders or by the directors by a vote of the majority of the directors then in office, but only to eliminate vacancies existing by reason of the death, resignation or removal of one or more directors. No director need be a stockholder.

3.2. Tenure. Except as otherwise provided by law, by the Articles of Organization or by these by-laws, the directors shall hold office until the next annual meeting of the stockholders and until their successors are elected and qualified, or until a director sooner dies, resigns, is removed or becomes disqualified.

3.3. Powers. Except as reserved to the stockholders by law, by the Articles of Organization or by these by-laws, the business of the corporation shall be managed by the directors who shall have and may exercise all the powers of the corporation. In particular, and without limiting the generality of the foregoing, the directors may at any time issue all or from time to time any part of the unissued capital stock of the corporation from time to time authorized under the Articles of Organization, and may determine, subject to any requirements of law, the consideration for which stock is to be issued.

3.4. Committees. The directors may, by vote of a majority of the directors then in office, elect from their number an executive committee and other committees and may by vote delegate to any such committee or committees some or all of the powers of the directors except those which by law, by the Articles of Organization or by these by-laws they are prohibited from delegating. Except as the directors may otherwise determine, any such committee may make rules for the conduct of its business, but, unless otherwise provided by the directors or such rules, its meetings shall be called, notice given or waived, its

business conducted, or its action taken, as nearly as may be in the same manner as is provided by these by-laws with respect to meetings or for the conduct of business or the taking of action by the directors.

3.5. Regular Meetings. Regular meetings of the directors, including the first meeting of the board following the annual meeting of the stockholders, may be held without call or notice at such places and at such times as the directors may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors.

3.6. Special Meetings. Special meetings of the directors may be held at any time and at any place designated in the call of the meeting, when called by the Chairman of the Board, the Vice-Chairman of the Board, the President or the Treasurer, reasonable notice thereof being given to each director by the Clerk of an Assistant Clerk or by the Secretary or an Assistant Secretary or by the officer or the directors calling the meeting.

3.7. Notice. It shall be sufficient notice to a director to send notice by mail at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.8. Quorum. At any meeting of the directors a majority of the directors then in office shall constitute a quorum. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.9. Action by Vote. When a quorum is present at any meeting, a majority of the directors present may take any action, except when a larger vote is required by law, by the Articles of Organization or by these by-laws.

3.10. Action by Writing. Any action required or permitted to be taken at any meeting of the directors may be taken without a meeting if a written consent thereto is signed by all the directors and such written consent is filed with the records of the meetings of the directors. Such consent shall be treated for all purposes as a vote at a meeting.

SECTION 4. OFFICERS AND AGENTS

4.1. Enumeration and Qualification. The officers of the corporation shall be a Chairman of the Board, a President, a Treasurer, a Clerk, a Secretary and such other officers, including a Vice-Chairman of the Board and one or more Vice-Presidents, as the directors from time to time, may in their discretion elect or appoint. The corporation may also have such agents, if any, as the directors from time to time, may in their discretion appoint. The President, the Chairman of the Board, if any, and the Vice Chairman of the Board, if any, shall be elected from the board of directors, but need not be stockholders, and any other officer may, but none need be, a director or stockholder. The Clerk shall be a resident of Massachusetts unless the corporation has a resident agent appointed for the purpose of service of process. Any two or more offices, other than the offices of President and Secretary, may be held by the same person. Any officer may be required by the directors to give bond for the faithful performance of his duties to the corporation in such amount and with such sureties as the directors may determine.

4.2. Powers. Subject to law, to the Articles of Organization and to the other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such duties and powers as the directors may from time to time designate.

4.3. Election. The Chairman of the Board, the President, the Treasurer and the Clerk shall be elected annually by the directors at their first meeting following the annual meeting of the stockholders. Other officers, if any, may be elected or appointed by the board of directors at said meeting or at any other time.

4.4. Tenure. Except as otherwise provided by law or by the Articles of Organization or by

these by-laws, the Chairman of the Board, the President, the Treasurer and the Clerk shall hold office until the first meeting of the directors following the next annual meeting of the stockholders and until their respective successors are chosen and qualified, and each other officer shall hold office until the first meeting of the directors following the next annual meeting of the stockholders unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors.

4.5. Chairman of the Board, Vice-Chairman of the Board and President. The Chairman of the Board shall be the chief executive officer of the corporation and shall preside at all meetings of the stockholders and of the directors at which he is present. The Vice-Chairman of the Board, if there be such an officer, shall, in the absence of the Chairman of the Board, preside at all meetings of the stockholders and of the directors at which he is present. The Chairman and Vice-Chairman shall each advise with and make his counsel available to the other officers of the corporation and each shall have such other duties and powers as shall be prescribed from time to time by the directors.

The chief executive officer shall, subject to the direction of the directors, have general charge of the property and business of the corporation and of all its operations, shall employ and remove at pleasure and fix the duties and compensation of managers, agents, salesmen, clerks, workmen and other subordinate employees of the corporation, and shall have such other duties and powers as shall be prescribed from time to time by the directors.

The President shall be the chief administrative officer of the corporation and, subject to the direction of the directors and of the Chairman of the Board, shall direct and supervise the administration of the business and affairs of the corporation and shall have such other duties and powers as shall be prescribed from time to time by the directors. In the event of the death of the Chairman of the Board, the President shall, in addition to being chief administrative officer, become chief executive officer with all the duties and powers related thereto, until such time as the board of directors shall elect a new Chairman of the Board.

4.6. Vice Presidents. The Vice-Presidents shall have such duties and powers as shall be prescribed for them respectively from time to time by the directors or by the chief executive officer. The directors or the chief executive officer may from time to time designate one or more Vice-Presidents as Executive Vice-President, Financial Vice-President, Administrative Vice-President, Senior Vice-President, or otherwise, or may otherwise fix or indicate the order of their rank, and, in their or his discretion, may from time to time change or revoke any such designation. In the event of the death or disability of the President, the Vice-President designated by the directors or the chief executive officer, or in the absence of such designation, the Vice-Presidents in the order of their rank, shall perform all the duties of the President, and when so acting shall have all the powers of the President.

4.7. Treasurer and Assistant Treasurers. The Treasurer shall, subject to the direction and under the supervision of the board of directors, have general charge of the financial concerns of the corporation and of its funds and valuable papers, and shall have such other duties and powers as may be prescribed from time to time by the directors or by the chief executive officer. The Treasurer shall be responsible to and shall report to the directors but, in the ordinary conduct of the company’s business, shall be under the supervision of the chief executive officer or such other officer as the directors from time to time may determine.

Any Assistant Treasurers shall have such duties and powers as shall be prescribed from time to time by the directors, the chief executive officer or the Treasurer, and shall be responsible to and shall report to the Treasurer.

4.8. Clerk and Assistant Clerk. The Clerk shall record all proceedings of the stockholders in a book or series of books to be kept therefor, which book or books shall be kept at the principal office of the corporation or at the office of its transfer agent or of its Clerk and shall, except as otherwise provided by law, by the Articles of Organization or by these by-laws, be open at all reasonable times to the inspection of any stockholder. In the absence of the Clerk from any meeting of stockholders, an Assistant Clerk, or if there be none or he is absent, a temporary clerk chosen at the meeting, shall record the proceedings thereof in the aforesaid book or books. Unless a transfer agent has been appointed, the Clerk shall keep or

cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the amount of stock held by each. If no Secretary is elected, the Clerk shall keep a true record of the proceedings of all meetings of the directors and in his absence from any such meeting an Assistant Clerk, or if there be none or he is absent, a temporary clerk chosen at the meeting, shall record the proceedings thereof. Any Assistant Clerk shall have such duties and powers as shall be prescribed from time to time by the directors.

4.9. Secretary and Assistant Secretaries. The Secretary shall keep a true record of the proceedings of all meetings of the directors and, in his absence from any such meeting, an Assistant Secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof.

Any Assistant Secretaries shall have such duties and powers as shall be prescribed from time to time by the directors, the chief executive officer or the Secretary, and shall be responsible to and shall report to the Secretary.

SECTION 5. RESIGNATIONS AND REMOVALS

Any director or officer may resign at any time by delivering his resignation in writing to the President, the Treasurer or the Clerk or to a meeting of the directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time. A director (including persons elected by directors to fill vacancies in the board) may be removed from office (a) with or without cause by the vote of the holders of a majority of the shares issued and outstanding and entitled to vote in the election of directors, provided that the directors of a class elected by a particular class of stockholders may be removed only by the vote of the holders of a majority of the shares of such class, or (b) for cause by vote of a majority of the directors then in office. The directors may remove any officer elected by them with or without cause by the vote of a majority of the directors then in office. A director or officer may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove him. No director or officer resigning and (except where a right to receive compen sation shall be

expressly provided in a duly authorized written agreement with the corporation) no director or officer removed shall have any right to any compensation as such director or officer for any period following his resignation or removal, or any right to damages on account of such removal, whether his compensation be by the month or by the year or otherwise unless in the case of a resignation, the directors, or in the case of a removal, the body acting on the removal, shall in their or its discretion provide for compensation.

SECTION 6. VACANCIES

Any vacancy in the board of directors, including a vacancy resulting from the enlargement of the board, may be filled by the stockholders or, in the absence of stockholder action, by the directors by vote of a majority of the directors then in office. If the office of any officer becomes vacant, the directors may elect or appoint a successor, by vote of a majority of the directors then in office. Each such successor shall hold office for the unexpired term, and, in the case of the President, the Treasurer and the Clerk, until his successor is chosen and qualified, or, in each case, until he sooner dies, resigns, is removed or becomes disqualified. The directors shall have any may exercise all their powers, notwithstanding the existence of one or more vacancies in their number.

SECTION 7. CAPITAL STOCK

7.1. Number and Par Value. The total number of shares and the par value, if any, of each class of stock which the corporation is authorized to issue shall be as stated in the Articles of Organization.

7.2. Fractional Shares. The corporation shall not issue fractional shares of stock, but may issue scrip in registered or bearer form which shall entitle the holder to receive a certificate for a full share upon surrender of such scrip aggregating a full share, the terms and conditions and manner of issue of such scrip to be fixed by the directors.

7.3. Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, be prescribed from time to time by the directors. Such certificate shall be signed by the

President or a Vice President, and by the Treasurer or an Assistant Treasurer. Such signatures may be facsimiles if the certificate is signed by a transfer agent, or by a registrar, other than a director, officer or employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the time of its issue.

7.4. Loss of Certificates. In the case of the alleged loss or destruction or the mutiliation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms as the directors may prescribe.

SECTION 8. TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificates, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate there for properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the Articles of Organization or by these by-laws, the corporation shall be entitled to treat the record holders of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock until the shares have been transferred on the books of the corporation in accordance with the requirements of these by-laws.

It shall be the duty of each stockholder to notify the corporation of his post office address.

8.2. Record Date and Closing Transfer Books. The directors may fix in advance a time, not more than sixty days before the date of any meeting of stockholders or the date for the payment of any dividend or making of any distribution to stockholders or the last day on which the consent or dissent of

stockholders may be effectively expressed for any purpose, as the record date for determining the stockholders having the right to notice of and to vote at such meeting and any adjournment thereof or the right to receive such dividend or distribution or the right to give such consent or dissent, and in such case only stockholders of record on such record date shall have such right, notwithstanding any transfer of stock on the books of the corporation after the record date; or without fixing such record date the directors may for any of such purposes close the transfer books for all or any part of such period.

SECTION 9. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The corporation shall, to the extent legally permissible, indemnify each of its directors and officers (including persons who serve at its request as directors, officers, or trustees of another organization in which it has any interest, as a shareholder, creditor or otherwise) against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees imposed upon or reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened, while in office or thereafter, by reason of his being or having been such a director or officer, except with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation; provided, however, that as to any matter disposed of by a compromise payment by such director or officer, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests of the corporation, after notice that it involves such indemnification, (a) by a disinterested majority of the directors then in office or (b) by a majority of the disinterested directors then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such director or officer appears to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation; or (c) by the holders of a majority of the outstanding stock at the time entitled to vote for directors, voting as a single class, exclusive of any stock owned by

any interested director or officer. The rights of indemnification hereby provided shall not be exclusive of or affect any other rights to which any director or officer may be entitled. As used in this paragraph, the terms “director” and “officer” include their respective heirs, executors and administrators, and an “interested” director or officer is one against whom in such capacity the proceedings in question or another proceeding on the same or similar grounds is then pending. Nothing contained in this Section shall affect any rights to indemnification to which corporate personnel other than directors and officers may be entitled by contract or otherwise under law.

SECTION 10. CORPORATE SEAL

The seal of the corporation shall, subject to alteration by the directors, consist of a flat-faced circular die with the words “Massachusetts” and “Corporate Seal”, together with the name of the corporation and the year of its organization, cut or engraved thereon.

SECTION 11. EXECUTION OF PAPERS

Except as the directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the corporation shall be signed by the chief executive officer.

SECTION 12. FISCAL YEAR

Except as from time to time otherwise provided by the board of directors, the fiscal year of the corporation shall end on the 31st day of December.

SECTION 13. AMENDMENTS

These by-laws may be altered, amended or repealed at any annual or special meeting of the stockholders called for the purpose, of which the notice shall specify the subject matter of the proposed alteration, amendment or repeal of the sections to be affected thereby, by vote of the stockholders entitled to vote on the question. If authorized by the Articles of Organization, these by-laws may also be altered,

amended or repealed by vote of the majority of the directors then in office.

Any by-law so altered, amended or repealed by the directors may be further altered or amended or reinstated by the stockholders in the above manner.

EX-3.17 12 a2203045zex-3_17.htm EX-3.17

Exhibit 3.17

RECORD OF ORGANIZATION

PERINI POWER CONSTRUCTORS, INC.

ARTICLES OF AGREEMENT

WE, THE UNDERSIGNED, being all of lawful age, do hereby associate ourselves together for the purpose of forming a corporation under the provisions of Chapter 2914 of the New Hampshire Revised Statutes Annotated, and its amendments.

ARTICLE 1. The name of this corporation shall be PERINI POWER CONSTRUCTORS, INC.

ARTICLE 2. The objects for which this corporation is established are:

To carry on a general contracting and construction business; to carry on a general business of producing, acquiring, preparing for market, buying and selling, dealing in and with and disposing of any and all kinds of construction, equipment, materials and supplies and any and all products and by-products thereof, any and all ingredients, supplies and items in any stage of production, used or useful in combination with,

in substitution for or otherwise in connection with or of which any one or more such products, by-products, ingredients, supplies or items form, or are suitable to form, a component part and all related machinery, appliances, apparatus and tools; to acquire, hold, use and dispose of property o whatever kind and wherever situated, and rights and interests therein, including going enterprises and the acquisition of interests in and obligations of other concerns (wherever and however organized) or of individuals, and while the owner thereof to exercise all the rights, powers and privileges of ownership in the same manner and to the same extent that an individual might; to discover, invent or acquire rights and interests in inventions, designs, patents, patent rights and licenses, trademarks, trade names, copyrights and trade secrets in any field, whether or not cognate to any other activity of the corporation and to hold, use, sell, license the use of or otherwise utilize, deal in or dispose of the same; to lend money, credit or security to, to guarantee or assume obligations of and to aid in any other manner other concerns (wherever and however organized) or individuals, any obligation of which or any interest in which is held by this corporation or in the affairs or prosperity of which this corporation has a lawful interest, and to do all acts and things designed to protect, improve or enhance the value of any such obligation or interest; to join with others in any enterprise conducive to the success of the

corporation, in such manner and on such terms and conditions as may be agreed upon; and in general, whether as principal or as agent or contractor for others and in any manner, to do every act and thing and to carry on any and all businesses and activities in any way connected with any of the foregoing which may lawfully be done or carried on by business corporations wherever such one or more businesses or activities may be so done and to exercise all the powers conferred by the laws of the State of New Hampshire upon business corporations, provided, however, that the corporation is not organized for any purpose which prevents the provisions of the General Laws of said State and acts in amendment thereof and in addition thereto, from being applicable to it.

To manufacture, purchase or otherwise acquire, invest in, own, mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and deal with goods, wares and merchandise and personal property of every class and description.

To acquire, and pay for in cash, stock or bonds of this corporation or otherwise, the good will, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation.

To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage or otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, trade-marks and trade names relating to or useful in connection with any business of this corporation.

To enter into, make and perform contracts necessary or incidental to the purposes for which this corporation is formed, with any person, firm, association, corporation, municipality, county, state, body politic or government or colony or dependency thereof.

To incur liabilities and borrow money on its credit and for its use, and to issue notes, bonds or other evidences of indebtedness and to secure the same by mortgage or deed of trust of its property and franchises presently owned or thereafter acquired.

To hold, purchase, convey, mortgage or lease within or without this state such real or personal property as the purposes of the corporation may require. To purchase, subscribe for or otherwise acquire, register, hold, sell, assign, transfer, pledge or otherwise dispose of stock, shares, bonds, notes and other securities and evidences of interest in or indebtedness of any person, firm or corporation of this or any other state or country, and

while the owner or holder thereof to exercise all the rights, powers and privileges of ownership, in the same manner that an individual might do.

To purchase, hold, sell and transfer the shares of its own capital stock so far as may be permitted by the laws of the state of New Hampshire, provided that this corporation shall in no case directly or indirectly vote upon any share of its own stock.

To have one or more offices and to carry on any or all of its operations and business in any of the states, districts, territories or colonies of the. United States, in the Provinces of Canada, and in any and all foreign countries, subject to the laws of such state, district, territory, colony, province or country.

In general, to carry on any or all of the business of the corporation as principal, agent or contractor, and to carry on any other business incidental to and in connection with the foregoing and to have and exercise all the powers conferred by the laws of New Hampshire upon corporations formed under the Business Corporation Law, and to do any or all of the things hereinbefore set forth to the same extent as natural persons might or could do. The objects and powers specified in the foregoing clauses shall, except where otherwise expressed, be in nowise

limited or restricted by reference to or inference from, the terms of any other clause, but the objects and powers specified in each of the foregoing clauses of this article shall be regarded as independent objects and powers.

ARTICLE 3. The principal place of business of this corporation is to be located in the Town of Seabrook, County of Rockingham, State of New Hampshire, but the corporation may carry on any portion of its business at other places within or without the state.

ARTICLE 4. The amount of the authorized capital stock shall be three hundred (300) common shares without nominal or par value.

ARTICLE 5. Any meetings of stockholders of the corporation may be held within or without the State of New Hampshire as may be provided by the by-laws.

IN WITNESS WHEREOF, we have hereto signed our names this 14th day of April, in the year 1976, and have designated our post office addresses.

NAMES		POST OFFICE ADDRESSES

/s/Charles F. Whelan		9 Capitol Street Concord, New Hampshire

/s/Helen L. Kimball		9 Capitol Street Concord, New Hampshire

/s/Brenda L. Howe		9 Capitol Street Concord, New Hampshire

EX-3.18 13 a2203045zex-3_18.htm EX-3.18

Exhibit 3.18

STATE OF NEW HAMPSHIRE

	Form No. 14
	RSA 293-A:10.06

ARTICLES OF AMENDMENT

to the

ARTICLES OF INCORPORATION

PURSUANT TO THE PROVISIONS OF THE NEW HAMPSHIRE BUSINESS CORPORATION ACT, THE UNDERSIGNED CORPORATION ADOPTS THE FOLLOWING ARTICLES OF AMENDMENT TO ITS ARTICLES OF INCORPORATION:

FIRST: The name of the corporation is PERINI POWER CONSTRUCTORS, INC.

SECOND: The text of each amendment adopted is:

Article 1.

The name of this corporation shall be BOW EQUIPMENT LEASING COMPANY, INC.

Article 2.

The objects for which this corporation is established are:

To carry on a construction equipment leasing business and any other lawful business permitted by the New Hampshire Business Corporation Act.

THIRD: If the amendment provides for an exchange, reclassification, or cancellation of issued shares the provisions for implementing the amendment(s) if not contained in the above amendment are:

N/A

FOURTH: The amendment(s) were adopted on (date) December 21, 1994

[if more space is needed, attach additional sheet(s)]

FIFTH:	(Check one)
A.	o	The amendment(s) were adopted by the incorporators or board of directors without shareholder action and shareholder action was not required.

B.	x	The amendment(s) were approved by the shareholders.
		(Note 1)

Designation (class or series) of voting group		Number of shares outstanding		Number of votes entitled to be cast		Number of votes indisputably represented at the meeting
Common		10		10		10

Designation (class or series)	Total number of votes cast:			Total number of undisputed
of voting group	FOR	AGAINST	OR	votes cast FOR
Common	10	None

SIXTH: The number cast for the amendment(s) by each voting group was sufficient for approval by each voting group.

Dated December 22, 1994

	PERINI POWER CONSTUCTORS, INC.	(Note 2)

	By /s/Walter K. McDonough	(Note 3)
	Signature of its Secretary

	Walter K. McDonough
	Print or type name

Notes:	1:	All sections under “B.” must be completed. If any voting group is entitled to vote separately, give respective information for each voting group. (See RSA 293-A:1.40 for definition of voting group.)

	2.	Exact corporate name of corporation adopting articles of amendment.

	3.	Signature and title of person signing for the corporation. Must be signed by the chairman of the board of directors, president or another officer; or see RSA 293-A:1.20(f) for alternative signatures.

EX-3.19 14 a2203045zex-3_19.htm EX-3.19

Exhibit 3.19

PERINI POWER CONSTRUCTORS, INC.

BY- LAWS

ARTICLE I

OFFICES

Section 1. The principal office of the corporation within the State of New Hampshire shall be in the City of Seabrook, County of Rockingham.

Section 2. The corporation may also have an office in the city of Framingham, State of Massachusetts, and offices or places of business at such other places as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. All meetings of the stockholders shall be held in Seabrook, New Hampshire unless the articles of agreement provide that the meetings may be held outside the State of New Hampshire, then meetings may be held such place as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual meetings of stockholders, commencing with the year 1976, shall be held on the 3rd Tuesday of May, if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 A. M., at which they shall elect by a plurality vote a board of directors and a clerk and transact such other business as may properly be brought before the meeting.

Section 3. Written or printed notice of the annual meeting stating the place, date and hour of the meeting shall be delivered not less than thirty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each stockholder of record entitled to vote at such meeting.

Section 4. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of agreement may be called by the president or secretary or clerk at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation. Such request shall state the purpose or purposes of the proposed meeting and business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 5. Written or printed notice of a special meeting stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than

thirty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each stockholder of record entitled to vote at such meeting.

Section 6. The holders of a majority of the stock represented in person or by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the articles of agreement. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as original notified.

Section 7. If a quorum is present, the affirmative vote of a majority of the stock represented at the meeting shall be the act of the stockholders unless a different vote is required by law or the articles of agreement.

Section 8. Unless the articles of agreement or votes authorizing the issue of stock shall otherwise provide, at every meeting of the stockholders, every stockholder shall have the right to cast one vote in person or by proxy for each share of the stock having voting power registered in his name on the books of the corporation at the date of the meeting, or the date fixed by the directors for closing the stock books of the corporation preceding such meeting. Proxies must be appointed by an instrument un writing, but no proxy which is dated more than six months before the meeting named therein shall be accepted nor shall any proxy be valid after the final adjournment of the meeting.

Section 9. In case the annual meeting of stockholders is not held in any year, a special meeting shall be called and held in the manner provided for special meetings as soon after the date for holding the annual meeting as possible and all proceedings thereat shall have the same force and effect as if had at the regular annual meeting; if from any cause a meeting cannot otherwise be called, the owners of one-twentieth part of the issued and outstanding stock of the corporation of any class thereof, may apply in a writing, stating the purpose thereof, to a justice of the peace to call the meeting.

ARTICLE III

DIRECTORS

Section 1. The number of directors shall be not less than three nor more than twenty. The first board of directors, elected at the organization meeting of the incorporators, shall consist of three directors who shall hold office until the first annual meeting of stockholders. The number of directors on succeeding boards shall be determined by the stockholders. Directors need not be residents of the State of New Hampshire nor stockholders of the corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the stockholders, and each director elected shall serve until the next succeeding annual meeting and until successors shall have been elected and qualified.

Section 2. If the office of any director becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, the remaining directors, providing they constitute a quorum, may choose a successor or successors, who shall hold office for the unexpired term in respect of which such vacancy occurred or until the next election of directors.

Section 3. The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of agreement or by these by-laws directed or required to be exercised or done by the stockholders.

Section 4. The directors may keep the books of the corporation, except such records as are kept by the clerk of the corporation, outside of New Hampshire, at such place or places as they may from time to time determine.

MEETINGS OF THE BOARD OF DIRECTORS

Section 5. Meetings of the board of directors, regular or special, may be held either within or without the State of New Hampshire.

Section 6. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it convenes at such place and time as shall be fixed by the consent in writing of all the directors.

Section 7. Regular meetings of the board of directors may be held upon notice, or without, and at such time and at such place as shall from time to time be determined by the board.

Section 8. Special meetings of the board may be called by the president on three days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

Section 9. A majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute or by the articles of agreement. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

EXECUTIVE COMMITTEE

Section 10. The board of directors, by resolution adopted by a majority of the number of directors fixed by the by-laws or otherwise, may designate three or more directors to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and exercise all of the authority of the board of directors in the management of the corporation, except as otherwise required by law. Vacancies in the membership of the committee shall be filled by the board of directors at a regular or special meeting of the board of directors. The executive committee shall keep regular minutes of its proceedings and report the same to the board when required.

COMPENSATION OF DIRECTORS

Section 11. Directors, as such, shall not receive any stated salary for their services, but by

resolution of the board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at any meeting of the board or executive committee. Any director may serve the corporation in any other capacity and receive compensation therefor.

ARTICLE IV

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the articles of agreement or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon, prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the articles of agreement or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE V

OFFICERS

Section 1. The officers of the corporation shall be a president, a vice-president, a secretary and a treasurer, a secretary and a clerk, and there may be such subordinate officers as the board of directors shall from time to time appoint. The secretary and clerk may be the same person and the vice-president may hold any other office except that of president.

Section 2. The clerk shall be elected at the meeting of the signers of the articles of agreement and thereafter at the annual meeting of the stockholders each year; the president, vice president, treasurer and secretary shall be elected at the meeting of the signers of the articles of agreement and thereafter by the board of directors, at its first meeting after each annual meeting of stockholders. The president shall be chosen from among the directors but the vice-president, the secretary and the treasurer need not be members of the board.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify in their stand. The clerk may be removed at any time by the stockholders, and any other officer may be removed at any time by the affirmative vote of a majority of the board of directors. If the office of clerk becomes vacant for any reason, the vacancy may be filled either by the stockholders or by the directors, and if the office of any other officer becomes vacant for any reason, the vacancy shall be filled by the board of directors.

THE PRESIDENT

THE VICE-PRESIDENTS

Section 8. The vice president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the board of directors and record all the proceedings of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

THE CLERK

Section 15. The clerk shall attend all meetings of the stockholders that are held in New Hampshire and shall record all votes and proceedings of the stockholders in a book to be kept for that purpose; he shall make a record of all instruments and papers required to be recorded in his office, and shall discharge all other duties properly appertaining to his office or as may be prescribed by the stockholders. The clerk shall be sworn to the faithful discharge of his duties. If the clerk is absent or incapacitated, and unable to act as clerk, a temporary clerk shall be chosen who shall also be sworn. In the case where articles of agreement provide for meetings outside of New Hampshire, such meeting shall be valid only if the clerk of the corporation receives a record of such meeting within ten days sworn to under penalties of perjury by the clerk pro tempore.

ARTICLE VI

CERTIFICATE OF STOCK

Section 1. Every stockholder shall be entitled to have a certificate of stock exhibiting his name and the number of shares and the class thereof owned by him, which shall be under the corporate seal and signed by the president or vice-president and the treasurer or an assistant treasurer. Hwen any such certificate is signed by a transfer agent or registrar, the signature of any such corporate officer and the corporate seal, if any, on such certificate may be facsimiles, engraved or printed.

Where any share of stock is limited as to its voting rights of is preferred as to its dividends or as to its share of the principal upon dissolution, or is otherwise qualified or restricted, or is subject to a repurchase or redemption agreement by the corporation, the certificate of stock representing such share shall bear thereon a summary of such limitation, terms of preference, qualification, restriction or repurchase and a reference to the clause in the articles of agreement or votes authorizing the same.

LOST CERTIFICATES

Section 2. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFERS OF STOCK

Section 3. Upon surrender to the corporation or the transfer agent of the corporation of a certificate of stock endorsed by a writing signed by the owner on the back thereof, or accompanied by a separate instrument of assignment, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, if no liens upon the stock against the former owner have attached. Thereupon the corporation shall cancel the old certificate and record the transaction upon its books.

CLOSING OF TRANSFER OF BOOKS

Section 4. The board of directors may fix in advance a date not exceeding sixty days prior to the date of any meeting of stockholders, the payment of any dividend, the making of any distribution to the stockholders, the last day upon which the consent or dissent of stockholders may be effectively expressed for any purpose, or delivery of evidences of rights or interests arising out of any issue, change, conversion or exchange of capital stock, as a record date for the determination of the stockholders entitled to notice of and to vote at any meeting and any adjournment thereof, to receive any dividend, to receive any distribution to stockholders, to consent or dissent for any purpose or to receive delivery of evidences of rights or interests arising out of any issue, change, conversion or exchange of capital stock; or without fixing such record date, may for any of such purposes close the stock transfer books of the corporation for all or any part of such period.

REGISTERED STOCKHOLDERS

Section 5. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of New Hampshire.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the articles of agreement, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the articles of agreement, and in compliance with the requirements of the statutes.

CHECKS

Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, New Hampshire.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE VIII

AMENDMENTS

Section 1. These by-laws may be amended, altered or repealed and new by-laws may be adopted at any annual meetings of stockholders, or at any special meeting of the stockholders at which a quorum is present or represented, provided notice of the proposed amendment, alteration or repeal be contained in the notice of the meeting, by the affirmative vote of the holders of a majority of the shares of the capital stock entitled to vote at such meeting and represented in person or by proxy thereat, unless a larger vote is required by law.

EX-3.20 15 a2203045zex-3_20.htm EX-3.20

Exhibit 3.20

(CORPORATION FOR PECUNIARY PROFIT)

ARTICLES OF INCORPORATION

R. E. DAILEY AND CO.

These Articles of Incorporation are signed and acknowledged by the incorporators for the purpose of forming a corporation for profit under the provisions of Act No. 327 of the Public Acts of 1931, known as the Michigan General Corporation Act, as follows:

ARTICLE I.

The name of this corporation is R. E. Dailey and Co.

ARTICLE II.

The purpose or purposes of this corporation are as follows:

General contracting; buying and selling real estate; mortgages and investments.

(In general to carry on any business in connection therewith and incident thereto not forbidden by the laws of the State of Michigan and with all the powers conferred upon corporations by the laws of the State of Michigan.)

ARTICLE III.

Location of the corporation is Detroit in the County of Wayne, State of Michigan

Post Office address of registered office in Michigan is

9900 Northlawn, Detroit, Wayne County, Michigan

ARTICLE IV.

The total authorized capital stock is

	(Preferred shs.)	Par Value	$	)
(1)	( )			)
	(Common 150,000 shs.)	Par Value	$ 1.00	)

	(Preferred	)
and/or shares of (2)	(	)	without par value.
	(Common	)

(3) The following is a description of each class of stock of the corporation with the voting powers, preferences and rights and the qualifications, limitations or restrictions thereof:

None.

The amount of paid in capital with which this corporation will begin business is $85,000.00.

ARTICLE V.

The names and places of residence or business of each of the incorporators and the number and class of shares subscribed for by each are as follows:

		NUMBER OF SHARES
NAMES	RESIDENCE OR BUSINESS ADDRESS	Com.	Pref.	Non-Par Value
Ralph E. Dailey	22305 Long Blvd., Dearborn, Mich.	85,000

ARTICLE VI.

The names and addresses of the First Board of Directors are as follows:

NAME	OFFICE	ADDRESS

Ralph E. Dailey		22305 Long Blvd., Dearborn, Michigan

Bertland R. MacDonald		370 Pleasant Street, Birmingham, Michigan

Douglas R. Srigley		1619 Dime Building, Detroit, Michigan

ARTICLE VII.

The term of this corporation is fixed at thirty years.

ARTICLE VIII.

(Here insert any desired additional provisions authorized by the Act.)

ARTICLE IX.

The first paragraph, Subdivision 3 of Section 4, Act 327 Public Acts of 1931, may be here inserted by adding a rider.

IN WITNESS WHEREOF the incorporators have signed these Articles of Incorporation this 21st day of March A. D. 1946.

Ralph E. Dailey

/s/Ralph E. Dailey

EX-3.21 16 a2203045zex-3_21.htm EX-3.21

Exhibit 3.21

BY-LAWS

R.E. DAILEY & COMPANY

ARTICLE I

Shareholders

Section 1. Annual Meeting. The annual meeting of the shareholders. of the Corporation shall be held at its office in Southfield, Michigan, or at such other place within or without the State of Michigan as may from time to time be designated by the Board of Directors, on the first Wednesday in June in each year (or if said day be a legal holiday, then on the next succeeding day not a holiday) at 2:00 o’clock, P.M., for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting.

Section 2. Special Meetings. Special meetings of the shareholders may be called by the President and shall be called by the President or Secretary at the direction of the Board of Directors or at the request in writing of the holders of at least twenty-five per cent (25%) in amount of the stock, regardless of class, then outstanding and entitled to vote at such meeting, or as may otherwise be provided by law. Such meetings shall be held at the office of the Corporation in Southfield, Michigan, unless otherwise directed by the Board of Directors and stated in the notice of meeting, in which case the meeting maybe held at any place within or without the State of Michigan. Any request for such meeting shall state. the purpose or purposes of the proposed meeting.

Section 3. Notice of Meetings. Notice of the time, place and purpose of each meeting of the shareholders, signed by the President or a Vice President or the Secretary or an Assistant Secretary and stating the authority upon which issued, shall be served either personally or by mail upon each shareholder of record entitled to vote at such meeting not less than 10 nor more than 60 days before the meeting; provided that no notice of adjourned meetings need be given unless the Board of Directors fixes a new record date for the adjourned meeting. If mailed, the notice shall be directed to each shareholder entitled to notice at his-address as it appears on the stock books of the Corporation unless he shall have filed with the Secretary `thereof a written request that notices intended for him be mailed to sane other address, in which case it shall be mailed to the address designated in such request. Such further notice shall be given as may be required by law. Meetings may be held without notice if all shareholders entitled to vote thereat are present in person or by proxy or if notice of the time place and purpose of such meeting is waived by telegram,. radiogram,- cablegram, or other writing, either before or after the holding thereof, by all share-holders not present and entitled to vote at such meeting.

Section 4. Quorum. The holders of record of a majority of the shares of stock of the Corporation issued and outstanding, regardless of class and entitled to vote thereat, present in person or by proxy, shall, except as otherwise provided by law or by the Articles of Incorporation of the Corporation as from time to time amended, constitute a quorum at all meetings of the shareholders; the shareholders present in person or by proxy at such meetings may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than. a quorum. Whether or not a quorum is present, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time to a future date without further notice other than the announcement at such meeting and when a quorum shall be present upon such adjourned day any business may be transacted which might have been transacted at the meeting as originally called. When the holders of a class or series of shares are entitled to vote separately on an item of business, this section applies in determining the presence of a quorum of such class or series for transaction of the item of business.

Section 5. Conduct of Meetings. Meetings of the shareholders shall be presided over by a Chairman of the meeting who shall be the Chairman of the Board of Directors or, by the President or, if he is not present, by a Vice President or, if none of the Vice Presidents are present, by a Chairman to be chosen at the meeting. The secretary or an Assistant Secretary of the Corporation or, in their absence, a person. chosen at the meeting shall act as Secretary of the meeting. All elections shall be had and all questions decided by a plurality vote of the shares present or represented at the meeting, unless otherwise provided by law, the Articles of Incorporation, or by these By-Laws.

Section 6. Voting. Each holder of stock entitled to vote at any meeting of shareholders shall. have the right to cast one vote in person or by proxy for each share of stock standing in his name. At any election of directors, the entire number of directors to be elected shall be balloted for at one and the same tune and not separately.

Section 7. Inspectors of Election. Whenever any shareholder present in person or by proxy at a meeting of the shareholders shall request’. the appointment of inspectors, the Chairman of the meeting shall appoint one or more inspectors, who need not be shareholders. The inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes,- ballots or consents, hear and determine challenges and questions arising in connection with the right to vote, count and tabulate votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the Chairman of the meeting or a share-holder entitled to vote thereat, the inspectors shall make and execute a written report to the person presiding at the meeting of any of the facts found by them and matters determined by them. The report is prima facie evidence of the facts stated and of the vote as certified by the inspectors.

Section 8. Action by Unanimous Written Consent. If and when all the shareholders shall severally or collectively consent in writing to any action to be taken by the Corporation, such consent shall have the same effect as a unanimous vote of shareholders and shall be as valid corporation action as though it had been authorized at an annual or special meeting of the shareholders and the written consent shall be filed with the minutes of the proceedings of the shareholder.

ARTICLE II

Directors

Section 1. Number, Qualifications and Term of Office. The property, business and affairs of the Corporation shall be managed by its Board of Directors, to consist of not less than 3 nor

more than 9 directors (as may be determined from time to time by the shareholders or the Board of Directors). Directors need not be shareholders. The directors shall be elected at the annual meeting of the shareholders in each year and shall hold office, unless sooner displaced, until the next succeeding annual meeting of the shareholders and thereafter until their successors shall be elected and qualified in their stead, or until their resignation or removal.

Section 2. Quorum. A majority of the directors then in office shall constitute a quorum for the transaction of business and the action of a majority of the directors present at a meeting at which a quorum is present shall be the action of the Board of Directors, except as action by a majority of the directors then in office may be specifically required by other sections of there By-Laws. A director may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence at the meeting. If at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meting from time to time until a quorum shall have been obtained.

Section 3. Action by Unanimous Written Consent. If and when the directors shall severally or collectively consent in writing to any action to be taken by the Corporation wither before or after the action is taken, such action shall be as valid corporate action as though it had been authorized at a meeting of the directors and the written consent shall be filed with the minutes of the proceedings of the Board of Directors.

Section 4. Vacancies. Whenever any vacancy shall have occurred in the Board of Directors by reason of death, resignation, removal, increase in the number of directors or otherwise, a majority of the directors then in office, though less than a quorum, may fill such vacancy at any meeting, and the person so elected shall be a director until his successor is elected by the shareholders at the next annual meeting of the shareholders, or at any special meeting duly called for that purpose and held prior thereto. The

resignation of a director shall be effective upon its receipt by the Corporation or a subsequent time as set forth in the notice of resignation. A director or the entire Board of Directors may be removed, with or without cause, by vote of the holders of a majority of shares entitled of directors to vote at an election

Section 5. Regular Meetings . Regular meetings of the Board of Directors may held with out notice at such times or intervals and at such places within or without the State of Michigan-as may from time to time be determined by resolution of the Board, which resolution may authorize the President to fix the specific date and place of each bf such regular meetings, in which case notice of the time and place of such regular meetings shall be given in the manner hereinafter provided with respect to special meetings of the Board. A regular meeting of the Board shall be held without notice immediately after-the annual meeting of shareholders at the same place as such meeting was held for the purpose of electing or appointing officers for the ensuing year

Section 6. Special Meetings. Special Meetings of the Board of Directors may be held at any, time or place upon the call of the President or by the President or Secretary at the direction of not less than two directors then in office. Oral, telegraphic or written notice of the time and place of all special meetings of the Board shall be duly served on or sent, mailed or telegraphed to each director not less than 2 nor-more than 10 days before the meeting, but no notice of adjourned meetings need be given Meetings may be held at any time without notice if all the directors are present or if those not present waive notice of the tine, place and purpose of such meeting by telegram, radiogram, cablegram, or other writing, either before or after the holding thereof.

Section 7. General Powers as to Negotiable Paper. The Board of Directors shall, from time to time, prescribe the manner of making, signature or endorsement of checks, drafts, notes, acceptances, bills of exchange, obligations and other negotiable paper or other instruments for the payment of money and designate the officer or officers, agent or agents, who shall from time to time be authorized to make, sign or endorse the same on behalf of the Corporation.

Section 8. Powers as to Other Documents. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any conveyance or other instruments in the name of the Corporation, and such authority may be general or confined to specific instances. When the execution of any contract, conveyance, or other instrument has been authorized without specification of the officers authorized to execute, the same may be executed on behalf of the Corporation by the President or any Vice President, and the corporate seal may be thereto affixed and attested by the Secretary, an Assistant Secretary, the Treasurer, or an Assistant Treasurer.

Section 9. Compensation. The directors shall receive such reasonable compensation for their services as may, form time to time, be fixed by resolution of a majority of the Board of Directors then in office.

ARTICLE III

Committees of the Board

Section 1. Executive Committee. The Board of Directors, by resolution passed by a majority of the Board of Directors then in office, may designate three or more of their number to constitute an Executive Committee, who, during the intervals between the meetings of the Board of Directors and subject to such limitations as may be required by law or imposed by resolution of the Board of Directors, shall have and may exercise all powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, except that such Executive Committee shall not have power or authority to:

(a) Amend the articles of incorporation;

(b) Adopt an agreement of merger or consolidation;

(c) Recommend to shareholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets;

(d) Recommend to shareholders a dissolution of the Corporation or a revocation of a dissolution;

(e) Amend the By-Laws of the Corporation;

(f) Fill vacancies in the Board;

(g) Fix compensation of the directors for service on the Board or on a committee;

(h) Declare a dividend; or

(i) Authorize the issue of shares of stock.

Section 2. Other Committees. The Board of Directors, by resolution, may designate one or more of their number to constitute any other committee, who shall have only such powers as are expressly granted to them in such resolution.

Section 3. Procedure. All committees, and each member thereof, shall serve at the pleasure of the Board of Directors. The Board of Directors shall have the power at any time to increase or decrease the number of members of any such committee, to fill vacancies thereon, to change any member thereof, and to change the functions or terminate the existence thereof. The Board of Directors may designate one or more directors as alternate members of a committee, who may replace an absent or disqualified member at a meeting of the committee. In the absence or disqualification of a member of a committee, the members thereof present at a meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of such an absent or disqualified member. The Executive Committee and all other

committees, if the Board of Directors shall not have designated a Chairman thereof, shall elect from their membership a Chairman. All such committees shall elect -a Secretary who need not be a member of the committee and shall keep minutes of all meetings of the committee, which shall be submitted to the succeeding meeting of the Board of Directors for approval. Regular or special meetings of any such committee may be held in like manner as provided in these By-Laws for regular or special meetings of the Board of Directors, and a majority of any such committee shall constitute a quorum at any such meeting.

Section 4. Committee Action Without Meeting. If and when the members of the Executive Committee or any other committee shall severally or collectively consent in writing to any action authorized to be taken by such committee, either before or after the action is taken, such action shall be as valid committee action as though it had been authorized at a meeting of the committee and the written consents shall be filed with the minutes of-the proceedings of such committee.

ARTICLE IV

Officers

Section 1. Election or Appointment. The Board of Dissectors as soon as may be after the .annual election of the directors in each year shall elect a Chairman, a President, a Secretary, and a Treasurer of the Corporation. The Board at that time or from time to time may elect one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers. The same person may hold any two or more offices, but no officer shall execute, acknowledge or verify any instrument in more than one capacity. The Board may also appoint such other officers and agents as it may deem necessary for the transaction of the business of the Corporation.

Section 2. Term of Office. The term of office of all officers shall commence upon their election or appointment and shall continue until the first meeting of the-Board of Directors following the annual meeting of the shareholders and thereafter until their respective successors are chosen or until their resignation or removal. Any officer may be removed from office at any meeting of the Board of Directors with or without cause, by the affirmative vote of a majority of the directors then in office, whenever in their judgment the business interest of the Corporation will be served thereby. An officer may resign by written notice to the Corporation or at subsequent time specified in the notice of resignation. The Board of Directors shall have per to fill any vacancies in any offices occuring from whatever reason.

Section 3. Compensation. The officers of the corporation shall receive such reasonable compensation for their services as may; from time to time, be fixed by the Board of Directors, provided that the compensation of any officer who is also a director shall be fined by a majority of the Board of Directors then in office.

Section 4. Chairman of the Board. The Chairman of the Board shall be the Chief Executive Office of the Corporation and shall preside at all meetings of the Shareholders and of the Board of Directors at which he is present.

Section 5. The President. The President shall be the Chief Operating Officer of the Corporation and shall preside at all meetings of the Shareholders and of the Board of Directors in the absence of the Chairman of the Board.

The Chairman and President shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.

The Chairman or President, acting singly, shall execute all authorized conveyances, contracts, or other obligations in the name of the Corporation, except where required by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to score other officer or agent of the Corporation.

Section 6. Vice Presidents. The Vice Presidents in the order designated by the Board of Directors or, lacking such a designation, by the President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors shall prescribe.

Section 7. The Secretary. The Secretary shall attend all greetings of the Board and all greetings of the shareholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for committees of the Board when required. He shall give, or cause to be given, notice of all greetings of the shareholders and any meetings of the Board of Directors for which notice may be required, and shall perform such other duties as may be prescribed by the Board of Directors or by the President, under whose supervision he shall act. He shall execute with the President all authorized conveyances, contracts, or other obligations in the name of the Corporation except as otherwise directed by the Board of Directors. He shall keep in safe custody the seal of the Corporation, if any, and affix the same or cause it to be affixed to any instrument requiring it.

Section 8. The Treasurer. The Treasurer shall have custody of the funds and securities of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and Directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of his office and for the restoration to the Corporation (in case of his death, resignation, or removal from office) of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

Section 9. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries and the Assistant Treasurers, respectively (in the order designated by the Board of Directors or, lacking such designation, by the President), in the absence of the Secretary or Treasurer, as the case may be, shall perform the duties and exercise the powers of ‘such Secretary or Treasurer and shall perform such other duties as the Board of Directors shall prescribe.

ARTICLE V

Indemnification of Directors and Officers

Section 1. Third Party Suits. To the extent permitted by Michigan law from time to time in effect and subject to the provisions of this Article V, the Corporation shall indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of-the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to. be in or not opposed to the best interests of the Corporation or its shareholders, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner. which he reasonably believed to be in or not opposed to the best interests of the Corporation or its shareholders and, with respect to any criminal action or proceeding, had reasonable cause to believe his conduct was unlawful.

Section 2. Suits by or in Right of the Corporation. To the extent permitted by Michigan law from time to time in effect and subject to the provisions of this Article V, the Corporation shall indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense of settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation or its shareholders, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of. his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

Section 3. Indemnification against Expenses. To the extent that a-person who is or was a director, officer, employee or agent of’ the Corporation, or a director, officer, employee or agent of any other corporation, partnership, joint venture, trust or other enterprise with which he is or was serving at the request of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article V, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorney’s fees) actually and reasonably incurred by him in connection therewith.

Section 4. Determination that Indemnification is Proper. Any indemnification under Sections 1 or 2 of this Article V .(unless ordered by a court) shall be made by the Corporation only upon a determination that indemnification of the person is proper in the circumstances because he has met the applicable standard of conduct set forth in said Sections 1 and 2. Such determination shall be made (1) by the Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the shareholders.

Section 5. Reimbursement of Expenses. Expenses incurred by any person who may have a right of indemnification under this Article V in defending. a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in the mariner provided by Section 4 of this Article V upon receipt of an undertaking by or on behalf of such person to repay

such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation pursuant to this Article V.

Section 6. By-Laws not Exclusive. The indemnification provided by this Article V shall not be deemed exclusive of any other rights to which any person may be entitled under any by-law, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding his office, except to the extent that such indemnification may be contrary to law. The indemnification provided by this Article V shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 7. Insurance. The Corporation may purchase and maintain insurance (and pay the entire premium therefor) on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article V or under the provisions of’ Sections 561 through 565 of the Michigan Business Corporation Act.

Section 8. Merged and Reorganized Corporations. For the purposes of this Article V, references to the Corporation include all constituent corporations absorbed by the Corporation in a consolidation or merger, so that a person who is or was a director, officer, employee or agent of such constituent corporation or is or was serving at the request of such. constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article V with respect to the Corporation as he would if he had served the Corporation in the same capacity.

Section 9. Severability. The invalidity or unenforceability of any provision of- this Article V shall not affect the validity or enforceability of the remaining provisions of this Article V.

ARTICLE VI

Issue, Transfer and Records of Stock

Section 1. Form, Signature and Registration. The interest of each shareholder in the Corporation shall be evidenced by a certificate or certificates, certifying the number and class of shares represented thereby,

in such form as the Board of Directors may from time to time, prescribe in accordance with the laws of the State of Michigan. The certificates of stock of the Corporation shall be signed by or in the name of the Corporation by the Chairman of the Board, Vice Chairman of the Board, President or a Vice President and by the Treasurer, Assistant Treasurer, Secretary or Assistant Secretary, and may be sealed with the seal of the Corporation or a facsimile thereof and countersigned and registered in such manner, if any, as the Board of Directors may by resolution prescribe; and to this end the Board of Directors may, from time to time, appoint such transfer agents and registrars of stock of any class within or outside of the State of Michigan as to it may seem expedient; provided that, where such certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation itself or its employee, the signatures of any such Chairman of the Board, Vice Chairman of the Board, President, Vice President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary may be facsimiles. In case any officer or officers, who shall have signed, or whose facsimile signature or signatures shall have been used on any certificate or certificates, shall cease to be such officer or officers, whether because of death, resignation, or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be issued by the Corporation and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures shall have been used thereon had not ceased to be such officer or officers of the Corporation.

Section 2. Transfer. Shares of stock of the Corporation may be transferred on the books of the Corporation in the manner prescribed by the laws of the State of Michigan by the holder thereof in person or by his duly authorized attorney upon surrender for cancellation of certificates for the same number of shares of the same class with an assignment and power of attorney duly endorsed or accompanied by proper evidence or succession, assignment or authority to transfer, and such proof of the authenticity of the signature as the Corporation or its agents may reasonably require, and also accompanied by sufficient funds (or appropriate documentary stamps) for Payment of applicable transfer taxes as may be imposed by the federal, state or local governments.

Section 3. Stock Ledger and Inspection Thereof. The original or duplicate stock ledger, or the stock transfer books, or a list containing the names and addresses of all persons who are shareholders of the Corporation, alphabetically arranged within each class and series, and the number, class .and series of shares of stock held by them respectively, with indication of the dates when they respectively became holders of record thereof, shall at all times be kept at the registered office of the Corporation in the State of Michigan or at the office of its transfer agent within or without the State of Michigan. A compete list of shareholders entitled to vote at a shareholders. meeting, certified by the Secretary or other officer or agent of the Corporation having charge of the stock transfer books for shares of the Corporation, shall be produced and shall be subject to inspection at the time and place where said meeting is to be held for the duration of such

meeting: A person who is a shareholder of record of the Corporation, upon at least 10 days written demand, may examine for any proper purpose in person or by agent or attorney, during usual business hours,. such record of shareholders and make extracts therefrom at the places where such records are kept. A holder of a voting trust certificate representing shares of the Corporation is deemed to be a shareholder-for the purpose of this Section 3 of Article VI.

Section 4. Stolen, Lost or Destroyed Certificates. In case a certificate for shares or fractional shares of capital stock of the Corporation is claimed by the owner of such certificate to have been lost, destroyed or wrongfully taken, the Corporation is obligated to issue a new certificate in place of the original certificate, if the owner so requests before the Corporation has notice that the certificate has been acquired by a bona fide purchaser, and if the owner files with the Corporation a sufficient indemnity bond indemnifying the Corporation and its Transfer Agents and Registrars, if any, in form satisfactory to said Board of Directors and such Transfer Agents. and Registrars, and if the owner satisfies any other reasonable requirements in-posed by the Board of Directors and its Transfer Agents and Registrars, if any, if after the issue of the new certificate a bona fide purchaser of the original certificate presents it for registration of transfer, the Corporation is obligated to register the transfer unless registration would result in over issue, in which event the Corporation’s liability is governed by Section 8104 of Act No. 174 of the Michigan Public Acts of 1962, which is known as the Uniform Commercial Code. In addition to any rights on the indemnity bond furnished by the owner, the corporation may recover the new certificate from the person to whom it was issued or any person taking under him except a bona fide purchaser. Where a certificate for shares of capital stock of the Corporation has been lost, apparently destroyed or wrongfully taken and the owner of such certificate fails to notify the Corporation of that fact within a reasonable time after he has notice of it and the Corporation registers a transfer of the certificate before receiving such a notification, the original owner of the certificate is precluded from asserting against the Corporation any claim for registering the transfer under Section 8404 of said Uniform Commercial Code and is also precluded from asserting any claim against the Corporation for a new certificate pursuant to Section 8405 of said Uniform Commercial Code.

Section 5. Closing of Stock Transfer Books Record Date. The Board of Directors may close the stock transfer books for a period not less than 10 nor more than 60 days before the date of any meeting of the shareholders or not more than 60 days before the date for the payment of any dividend or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or before any other action, during which time no stock of the Corporation shall be transferred upon the books of the Corporation; provided that, in lieu of closing the stock transfer books as aforesaid, the Board of Directors may fix in advance a date, not less than 10 nor more than 60 days before the date of any meeting of shareholders or not more than 60 days before the date for the payment of any dividend, or the date for the allotment of rights,

or the date when any change or conversion or exchange of capital stock shall go into effect or before any other action, as a record date for the determination of the shareholders entitled to notice of, and to vote at, any such meeting, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of capital stock, or to benefit from any other action, and, in such case, such shareholders and only such shareholders as shall be shareholders of record on the date so fixed shall be entitled to such notice of and to vote at such meeting, or to receive payment, of such dividend, or to receive such allotment or rights or to exercise such rights, or to benefit from any other action, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation or otherwise after any such record date fixed as aforesaid. If a record date is not fixed by the Board of Directors, the record date for determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day next preceding the day on which the meeting is held, but the record date for determining shareholders for any purpose other than with reference to a meeting shall be the close of business on the day on which the resolution of the Board of Directors relating to such other purpose is adopted. When a determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders has been made as provided in this section, the determination applies to any adjournment of the meeting, unless the Board of Directors fixes a new record date under this section for the adjourned meeting.

ARTICLE VII

Fiscal Year; Seal; Notices

Section 1. Fiscal Year. The fiscal year of the Corporation shall begin on the lst day of January of each year and shall end on the 31st day of December following.

Section 2. Corporate Seal. The Board of Directors may provide a suitable corporate seal for use by the Corporation.

Section 3. Notices. Any notice required by statute or by these By-Laws to be given to the shareholders, to the directors or to any officers of the Corporation, unless otherwise provided herein or in any statute, shall be sufficient if given by depositing the same in a United States post office box or receptacle in a sealed, postpaid wrapper, addressed to such shareholder, director or officer at his last address as the same appears on the records of the Corporation, and such notice shall be deemed to have been given at the time of such mailing.

ARTICLE VIII

Amendments

Section 1. Amendments. These By-Laws may be altered or repealed or new By-Laws may be adopted in lieu thereof: (1) by the affirmative vote of a majority of the shares entitled to vote and present or represented at any annual or special meeting of shareholders, if a notice of the proposed alteration, repeal or substitution be contained in the notice of such meeting; or (2) by the affirmative vote of a majority of the Board of Directors then in office at any regular or special meeting of the Board, if a notice of the proposed alteration, repeal or substitution be contained in the notice of such meeting.

EX-3.22 17 a2203045zex-3_22.htm EX-3.22

Exhibit 3.22

The Commonwealth of Massachusetts

OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE

MICHAEL J. CONNOLLY, Secretary

ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108

ARTICLES OF ORGANIZATION

(Under G.L. Ch. 156B)

ARTICLE I

The name of the corporation is:

PERINI LAND AND DEVELOPMENT COMPANY, INC.

ARTICLE II

The purpose of the organization is to engage in the following business activities:

See Exhibit A attached.

ARTICLE III

The type and classes of stock and the total number of shares and par value, if any, of each type and class of stock which the corporation is authorized to issue is as follows:

WITHOUT PAR VALUE STOCKS

TYPE		NUMBER OF SHARES
COMMON:
PREFERRED:

WITH PAR VALUE STOCKS

ARTICLE IV

If more than one class of stock is authorized, state a distinguishing designation for each class. Prior to the issuance of any shares of a class, if shares of another class are outstanding, the corporation must provide a description of the preferences, voting powers, qualifications, and special or relative rights or privileges of that class and of each other class of which shares are outstanding and of each series then established with any class.

N/A

ARTICLE V

The restrictions, if any, imposed by the Articles of Organization upon the transfer of shares of stock of any class are as follows:

None

ARTICLE VI

Other lawful provisions, if any, for the conduct and regulation of business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders: (If there are no provisions state “None”.)

See Exhibit B attached.

ARTICLE VII

The effective date of organization of the corporation shall be the date approved and filed by the Secretary of the Commonwealth. If a later effective date is desired, specify such date which shall not be more than thirty days after the date of filing.

The information contained in Article VIII is NOT a PERMANENT part of Articles of Organization and may be changed ONLY by filing the appropriate form provided therefor.

ARTICLE VIII

a. The post office address of the corporation IN MASSACHUSETTS is:

73 Mt. Wayte Avenue, Framingham, MA 01701

b. The name, residence and post office address (if different) of the directors and officers of the corporation are as follows:

See Exhibit C attached.

c. The fiscal year of the corporation shall end on the last day of the month of: December

d. The name and BUSINESS address of the RESIDENT AGENT of the corporation, if any, is:

C T CORPORATION SYSTEM

2 Oliver Street, Boston, MA 02109

ARTICLE IX

By-laws of the corporation have been duly adopted and the president, treasurer, clerk and directors whose names are set forth above, have been duly elected.

IN WITNESS WHEREOF and under the pains and penalties of perjury, I/WE, whose signature(s) appear below as incorporator(s) and whose names and business or residential address(es) ARE CLEARLY TYPED OR PRINTED beneath each signature do hereby associate with the intention of forming this corporation under the provisions of General Law Chapter 156B and do hereby sign these Articles of Organization as incorporator(s) this 30th day of December 1994 .

/s/Charles W. Meyer

Charles W. Meyer, 2 Oliver Street, Boston, MA 02109

EXHIBIT A

To carry on a general business of acquiring, holding, managing, improving, leasing, buying and selling real estate of whatever kind and wherever situated and rights and interests therein; to plan, develop and utilize and dispose or otherwise avail of housing, industrial, mercantile and other centres including utilization of land for streets, ways, parks, plazas and the like or the release of land to others for such purposes or for utility and other services; to acquire, hold, buy and sell and dispose or otherwise avail of, personal property, tangible or intangible, of whatever kind and wherever situated, including, but not limited to, timber, mining, gas, oil, mineral and similar interests, or any rights or interests therein; to acquire, hold, buy and sell, carry on and dispose or otherwise avail of, fully or partly paid interests in and debt or other obligations of other concerns, wherever and however organized (whether or not such interests or obligations have a ready market or are of a speculative or promotional character) obligations of governmental, municipal or other public organizations and instrumentalities, wherever and however organized, or of individuals or any form of warrant, scrip or receipt for or any rights or interests in any of the foregoing, and while the owner or holder thereof to exercise all of the rights, powers and privileges of ownership in the same manner and to the same extent that a natural person might; to establish, or acquire, buy and sell, and carry on, directly or indirectly, and to dispose or otherwise avail of any one or more businesses, including going enterprises, whether or not of a character related or similar to any of the activities above described or to each other; to carry on a general business of conducting research, experimental and development work and to act as consultant relative to any one or more fields in which the corporation shall from time to time engage and to furnish advice to others with respect thereto; to lend money, credit or security to, to guarantee or assume obligations of, and to aid in any other manner, other concerns, wherever and however organized, or individuals, any interest in or obligation of which or of whom is held by this corporation or in the affairs or prosperity of which or of whom this corporation has a lawful interest and to do all things designed to protect, improve or enhance the value of any such interest or obligation; to join with others in any enterprise conducive to the success of the corporation in partnership, profit-sharing arrangement, union of interests, cooperative or joint adventure, reciprocal concessions or in any other manner and on any terms and conditions; and, in general, in any one or more capacities or relationships, to exercise any and all powers conferred upon business corporations by the laws of the State of Massachusetts, as in force from time to time, wherever and so far as permitted by applicable law in the District of Columbia or any State, Territory or Colony of the United States of America or any one or more countries foreign thereto, each of the foregoing provisions being intended to express a primary object and not merely incidental or ancillary power or authority.

EXHIBIT B

(1) Except as otherwise provided in these Articles of Organization or by the by-laws of the corporation, as from time to time amended, the business of the corporation shall be managed by its board of directors, which shall have and may exercise all the powers of the corporation. The board of directors of the corporation is hereby specifically authorized and empowered from time to time in its discretion

(a) to make, alter, amend and repeal by-laws of the corporation, except as such power may be limited by any one or more by-laws of the corporation made by the stockholders;

(b) to determine for any purpose and in any manner not inconsistent with other provisions of these Articles of Organization the amount of the gross assets, of the liabilities, of the net assets or of the net profits of the corporation as the same exist or shall have existed at any time or for any period or periods, and to set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve so created;

(c) to determine the extent, if any, to which, the time and place at which, and the conditions under which, any stockholder of the corporation may examine books and records of the corporation, other than the original or duplicate stock ledger and any other books now or hereafter required by statute to be kept open for inspection of stockholders of the corporation. No stockholder may examine any books or records of the corporation unless either a right to make such examination shall be expressly conferred by statute or permission to make such examination shall have been given by resolution of the board of directors or vote of the stockholders of the corporation.

(2) Elections of directors need not be by ballot.

(3) The corporation may enter into contracts and otherwise transact business as vendor, purchaser or otherwise with its directors, officers and stockholders and with corporations, joint stock companies, trusts, firms and associations in which they are or may be or become interested as directors, officers, shareholders, members, trustees, beneficiaries or otherwise as freely as though such adverse interest did not exist even though the vote, action or presence of such director, officer or stockholder may be necessary to obligate the corporation upon such contract or transaction; and no such contract or transaction shall be avoided and no such director, officer or stockholder shall be held liable to account to the corporation or to any creditor or stockholder of the corporation for any profit or benefit realized by him through any such contract or transaction by reason of such adverse interest nor by reason of any fiduciary relationship of such director, officer or stockholder to the corporation arising out of such office or stock ownership; provided (in the case of directors and officers but not in the case of any stockholder who is not a director or officer of the corporation) the nature of the interest of such director or officer, though not necessarily the details or extent thereof, be known by or disclosed to the directors. Ownership or beneficial interest in a minority of the stock or securities of another corporation, joint stock company, trust, firm or association shall not be deemed to constitute an interest adverse to this corporation in such other corporation, joint stock company, trust, firm or association and need not be disclosed. A general notice that a director or officer of the corporation is interested in any corporation, joint stock company, trust, firm or association shall be a sufficient disclosure as to such director or officer with respect to all contracts and transactions with that corporation, joint stock company, trust, firm or association. In any event the authorizing or ratifying vote of a majority of the capital stock of the corporation outstanding and entitled to vote passed at a meeting duly called and held for the purpose shall validate any such contract or transaction as against all stockholders of the corporation, whether of record or not at the time of such

vote, and as against all creditors and other claimants under the corporation, and no contract or transaction shall be avoided by reason of any provisions of this paragraph (3) which would be valid regardless of such provisions.

(4) The terms, conditions and consideration upon or for which a sale, lease or exchange of all of the property and assets, including the good will and corporate franchises of the corporation is made or authorized may be in whole or in part shares of stock or other securities, or both, of any other corporation or corporations as the board of directors shall deem expedient and for the best interests of the corporation, when and as authorized by the affirmative vote of the holders of a majority of the stock issued and outstanding having voting power at the time of such authorization.

(5) Any vote or votes. authorizing liquidation of the corporation or proceedings for its dissolution may provide, subject to the rights of creditors and preferred stockholders, if any, for the distribution pro rata among the stockholders of the corporation of the assets of the corporation, wholly or in part in kind, whether such assets be in cash or other property, and may authorize the board of directors of the corporation to determine the valuation of the different assets of the corporation for the purpose of such liquidation and may divide or authorize the board of directors to divide such assets or any part thereof among the stockholders of the corporation, in such manner that every stockholder will receive a proportionate amount in value (determined as aforesaid) of cash or property of the corporation upon such liquidation or dissolution even though each stockholder may not receive a strictly proportionate part of each such assets.

(6) The corporation shall, to the extent legally permissible, indemnify each of its directors and officers and former directors and officers and each person who may have served at its request as director or officer of another corporation in which this corporation owns or at the time of such service shall have owned shares of capital stock or of which this corporation is or at the time of such service was a creditor against all liabilities (including expenses) actually and necessarily incurred by such director, officer, former director, former officer or person in connection with the defense of any action, suit or other proceeding in which he shall have been made a party of with which he may be threatened by reason of being or having been a director or officer of this or another corporation as aforesaid, except in relation to any matter or matters as to which such director or officer or former director or officer or person shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty; provided, however, that such indemnification shall not cover liabilities in connection with any matter which shall be disposed of through a compromise payment by such director or officer, pursuant to a consent decree or otherwise, unless such compromise shall be approved as in indemnification, (a) by a vote of the board of directors in which no interested director participates, or (b) by a vote or the written approval of the holders of a majority of the outstanding stock at the time having the right to vote for directors, not counting as outstanding any stock owned by any interested director or officer. The rights of indemnification hereby provided shall not be deemed exclusive of or affect other rights to which those indemnified may be entitled, under any by-law, agreement, vote of stockholders, or otherwise. As used in this paragraph, the terms “director” and “officer” include their respective heirs, executors and administrators and an “interested” director or officer is one against whom as such the proceeding in question or another proceeding on the same or similar grounds is then pending.

EXHIBIT C

David B. Perini	Chairman	3 Donnelly Dr.
		Dover, MA 02030

John H. Schwarz	Chief Executive Officer	46 White Oak Rd.
		Wellesley, MA 02181

Bart W. Perini	President & Chief Operating Officer	280 Belknap Rd.
		Framingham, MA 01701

Thomas A. Getz	Vice President	5488 Pennock Pointe Rd.
		Jupiter, FL 33458

Paul R. Bogart	Treasurer, Assistant Clerk	46 Gilmore Rd.
		Southboro, MA 01772

Barry R. Blake	Assistant Treasurer	31 Pequot Rd.
		Wayland, MA 01778

Walter K. McDonough	Clerk	95 Eastwood Circuit
		W. Roxbury, MA 02132

John J. Knox	Assistant Clerk	151 Old Country Rd.
		West Palm Beach, FL 33414

Francis T. Dubasik	Assistant Clerk	205 W. Ranch Rd.
		Tempe, AZ 85284

EX-3.23 18 a2203045zex-3_23.htm EX-3.23

Exhibit 3.23

BY-LAWS

PERINI LAND AND DEVELOPMENT COMPANY, INC.

December 30, 1994

ARTICLE I

Articles of Organization

The name, location of principal office and purposes of the corporation shall be as set forth in its Articles of Organization. These by-laws, the powers of the corporation and of its directors and stockholders, and all matters concerning the conduct and regulation of the business of the corporation shall be subject to such provisions in regard thereto, if any, as are set forth in said Articles of Organization. The Articles of Organization are hereby made a part of these by-laws.

ARTICLE II

Annual Meeting

The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at the principal office of the corporation in Framingham, Massachusetts, or at such other place as may from time to time be designated by the board of directors or in the notice of the meeting at ten o’clock in the forenoon on the third Wednesday of February in each year if not a legal holiday and if a legal holiday, then at the same hour on the next succeeding day not a legal holiday. Purposes for which the annual meeting is to be held additional to those prescribed by law, by the Articles of Organization and by these by-laws may be specified, prior to the giving of notice of said meeting, by resolution of the board of directors or by a writing filed with the clerk signed by the president or by a majority of the directors or by one or more stockholders who hold at least one-tenth of the capital stock outstanding and entitled to vote at such meeting. If the election for directors shall not be held on the day designated for the annual meeting, the directors shall cause the election to be held as soon thereafter as convenient, at a special meeting of the stockholders called for the purpose of holding such election.

ARTICLE III

Special Meetings of Stockholders

Special meetings of the stockholders may be held either within or without the Commonwealth of Massachusetts at such time and place and for such purposes as shall be specified in a call for such writing filed with the clerk signed by the chairman of the board, the president or by a majority of the directors or by stockholders who hold at least one-tenth of the capital stock outstanding and entitled to vote at such meeting.

ARTICLE IV

Notice of Stockholders’ Meetings

Except as otherwise required by law or by other provisions of these by-laws, a written or printed notice of each meeting of stockholders, stating the, place, day and hour thereof and the purposes for which the meeting is called, shall be given by or under the direction of the clerk, at least ten days before the date fixed for such meeting, to each stockholder entitled to vote at such meeting of record at the close of business on the day on which such notice is given, by leaving such notice with him or at his residence or usual place of business or by mailing it, postage prepaid and addressed to him at his post office address as it appears upon the books of the corporation. In case of the death, absence, incapacity or refusal of the clerk, such notice may be given by a person designated either by the clerk or by the person or persons calling the meeting or by the board of directors. A waiver of such notice in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such notice and no notice need be given to any person who may become a stockholder of record after such mailing of such notice and prior to such meeting. Except as required by statute, notice of any adjourned meeting of the stockholders shall not be required.

ARTICLE V

Quorum of Stockholders

At any meeting of the stockholders, a majority of all stock issued and outstanding and entitled to vote upon a question to be considered at the meeting shall constitute a quorum for the consideration of such question when represented at such meeting by the holders thereof in person or by their duly constituted and authorized attorneys, but a less interest may adjourn any meeting from time to time, and the meeting may be held as adjourned without further notice. When a quorum is present at any meeting, a majority of the stock so represented thereat and entitled to vote shall, except where a larger vote is required by law, by the Articles of Organization, or by these by-laws, decide any question brought before such meeting.

ARTICLE VI

Proxies and Voting

Each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period, and, except where the transfer books of the corporation shall have been closed or a date shall have been fixed as a record date for the determination of the stockholders entitled to vote, as provided by Article XXII of these by-laws, no share of stock shall be voted on at any election for directors which shall have been transferred on the books of the corporation within twenty days next preceding such election of directors. Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held, and persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the corporation he shall have expressly empowered the pledgee to vote thereon, in which case only the pledgee, or his proxy may represent said stock and vote thereon. Shares of the capital stock of the corporation belonging to the corporation shall not be voted upon, directly or indirectly.

The clerk or other officer who has charge of the stock ledger shall prepare and make, at least ten days before every election of directors, a complete list of the stockholders entitled to vote at said election, arranged in alphabetical order. Such list shall be open at the place where said election is to be held for ten days, to the examination of any stockholder, and shall be produced and kept at the time and place of election during the whole time thereof, and subject to the inspection of any stockholder who may be present. The original or duplicate stock ledger shall be the only evidence as to who are the stockholders entitled to examine such list or the books of the corporation, or to vote in person or by proxy at any such election.

Except as otherwise provided by law, whenever the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action, the meeting and vote of stockholders may be dispensed with, if all of the stockholders who would have been entitled to vote upon the action if such meeting were held, shall consent in writing to such corporate action being taken.

ARTICLE VII

Board of Directors

The directors shall be elected annually by the stockholders by ballot unless otherwise provided in the Articles of Organization. The directors shall hold office until their successors are respectively elected and qualified. No director need be a stockholder. The number of directors which shall constitute the whole board shall be not less than three nor more than five. The number of directors for each corporate year shall be fixed by vote at the meeting at which they are elected but the stockholders may, at any special meeting held for the purpose during any such year, increase or decrease (within the limits above specified) the number of directors as thus fixed, and elect new directors to complete the number so fixed, or remove directors to reduce the number of directors to the number so fixed. Except as otherwise provided by law, newly created directorships resulting from any increase in the authorized number of directors may be filled, if the vote of the stockholders which creates such new directorships so provides, by a majority of the directors then in office, though less than a quorum, and the directors so chosen shall hold office until the next annual election and until their successors shall be duly elected and qualified, unless sooner displaced. Any director may resign at any time upon written notice to the corporation.

ARTICLE VIII

Executive Committee

The board of directors may, by resolution or resolutions passed by a majority of the whole board, designate not fewer than three nor more than five of their number, of whom the chairman of the board shall be one, to constitute an executive committee to serve during the pleasure of the board of directors. The board of directors, by like resolution or resolutions, may appoint alternate members of the executive committee to serve in the temporary absence or disability of any member, may remove at any time, without notice, any member (except the chairman of the board) or alternate of the executive committee, and may elect another member or appoint another alternate in place of the member or alternate so removed.

In all cases in which specific directions shall not have been given by the board of directors, the executive committee shall have and may exercise all of the powers of the board of directors, so far as may be permitted by law, in the management of the business and affairs of the corporation whenever the board of directors is not in session. The fact that the executive committee has acted shall be conclusive evidence that the board of directors was not in session at the time of such action and had not theretofore given specific directions with respect to the matters concerning which the executive committee took action, unless actual notice to the contrary shall have been given. The board of directors may delegate to the executive committee any or all of the powers of the board of directors in the management of the business and affairs of the corporation and may from time to time extend, modify, curtain or restrict the powers so delegated. The executive committee shall report its acts and proceedings to the board of directors at each regular meeting of the board and at such other time or times as the board of directors shall request.

The executive committee may meet at stated times, or on not less than twenty-four hours’ notice given to all by any one of their own number personally or in the manner provided in Article X of these by-laws.

The executive committee shall fix its own rules of procedure and shall meet at such times and at such place or places as may be provided by such rules or by resolution of the executive committee or of the board of directors. At every meeting of the executive committee the presence of a majority of all the members shall be necessary to constitute a quorum and the affirmative vote of a majority of the members present shall be necessary for the adoption by it of any resolution. During the intervals between meetings of the board of directors, the executive committee shall advise with and aid the officers of the corporation in all matters concerning the interests and management of its business.

The executive committee shall elect a chairman from its number and a clerk who need not be a member of such committee, each such officer to hold office until the next annual meeting of the board of directors and until his successor is elected or until further action of the executive committee or of the board of directors. At any meeting called for the purpose, the executive committee may, by vote of a majority of its entire number, remove from office its chairman, its clerk or any other of its officers or agents appointed by it. The chairman shall preside at all meetings of the executive committee at which he is present. The clerk shall record all proceedings of the meetings of the executive committee in a book, or books, which shall be the property of the corporation, to be kept for that purpose. In the absence of the clerk from any meeting of the executive committee, a temporary clerk shall be chosen and shall so record the proceedings of such meeting.

ARTICLE IX

Powers of Directors

The business of the corporation shall be managed by the board of directors which shall have and may exercise all the powers of the corporation except as hereinafter or in the Articles of Organization otherwise provided.

The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of two or more of the directors of the corporation, which to the extent provided in said resolution or in other provisions of these by-laws, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as shall be determined from time to time by resolution adopted by the board of directors.

Each director and each member of any committee designated by the board of directors shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or reports made to the corporation by any of its officials, or by an independent certified public accountant, or by an appraiser selected with reasonable care by the board of directors or by any such committee, or in relying in good faith upon other records of the corporation.

ARTICLE X

Meetings of the Board of Directors

Regular meetings of the board of directors may be held without call or formal notice at such places either within or without the Commonwealth of Massachusetts and at such times as the board may by vote from time to time determine. A regular meeting of the board of directors may be held without call or formal notice immediately after and at the same place as the annual meeting of the stockholders, or any special meeting of the stockholders at which a board of director is elected.

Special meetings of the board of directors may be held at any place either within or without the Commonwealth of Massachusetts at any time when called by the chairman of the board, the president, treasurer, clerk or two or more directors, reasonable notice of the time and place thereof being given to each director. A Waiver of such notice in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such notice and no notice need be given to any person with whom communication is forbidden. No notice of any adjourned meeting of the directors shall be required. In any case it shall be deemed sufficient notice to a director to send notice by mail at least forty-eight hours, or to deliver personally or to send by telegram at least twenty-four hours, before the meeting, addressed to him at his usual or last known business or residence address.

Unless otherwise restricted by the Articles of Organization or by other provisions of these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

ARTICLE XI

Quorum of the Board of Directors

One-third of the total number of directors at the time in office shall constitute a quorum for the transaction of business at any meeting, providing that in no case shall less than two directors constitute a quorum, but a less number may adjourn any meeting from time to time. When a quorum is present at any meeting, a majority of the directors present thereat shall, except where a larger vote is required by law, by the Articles of Organization, or by these by-laws, decide any question brought before such meeting.

ARTICLE XII - RESERVED

ARTICLE XIII

Officers

Generally

The officers of the corporation shall consist of a chairman of the board, a chief executive officer, a president and chief operating officer, one or more vice presidents, a clerk, a treasurer and such other officers as may from time to time be appointed by the board of directors. Officers shall be elected by the board of directors, which shall consider that subject at its first meeting after every annual meeting of stockholders. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any number of offices may be held by the same person.

Chairman of the Board

The chairman of the board shall, subject to the direction and under the supervision of the board of directors, preside at all meetings of the stockholders and of the board of directors at which he is present.

Chief Executive Officer

The chief executive officer of the corporation, shall, subject to the provisions of these by-laws and to the direction of the board of directors, have the responsibility for the general management and control of the business and affairs of the corporation and shall perform all duties and have all powers which are

commonly incident to the office of chief executive or which are delegated to him or her by the board of directors. He or she shall have power to sign all stock certificates, contracts and other instruments of the corporation which are authorized and shall have general supervision and direction of all of the other officers, employees and agents of the corporation.

President and Chief Operating Officer

The president shall be the chief operating officer of the corporation and shall have such other duties as may from time to time be assigned by the board of directors or the chairman of the board.

Vice President

Each vice president shall have such powers and duties as may be delegated to him or her by the board of directors or the chairman of the board.

Treasurer

The treasurer shall the responsibility for maintaining the financial records of the corporation and shall have custody of all monies and securities of the corporation. He or she shall make such disbursements of the funds of the corporation as are authorized and shall render from time to time an account of all such transactions and of the financial condition of the corporation. The treasurer shall also perform such other duties as the Board of Directors may from time to time prescribe.

Clerk

The clerk shall issue all authorized notices for, and shall keep minutes of, all meetings of the stockholders and the board of directors. He or she shall have charge of the corporate books and shall perform such other duties as the board of directors may from time to time prescribe.

Delegation of Authority

The board of directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

Removal

Any officer of the corporation may be removed at any time, with or without cause, by the board of directors.

Action with Respect to Securities of Other Corporation

Unless otherwise directed by the board of directors, the chairman of the board or any officer of the corporation authorized by the chairman of the board shall have power to vote and otherwise act on behalf of the corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which this corporation may hold securities and otherwise to exercise any and all rights and powers which this corporation may possess by reason of its ownership of securities in such other corporation.

ARTICLES IV. — XVII - RESERVED

ARTICLE XVIII

Vacancies

Except as otherwise provided by law, vacancies occurring in the office of director shall be filled by a majority of directors then in office, though less than a quorum, unless previously filled by the stockholders, and the directors so chosen shall hold office until the next annual election and until their successors shall be duly elected and qualified, unless sooner displaced.

Any vacancy occurring in the office of chairman of the board, president, clerk or treasurer or in any other office by death, resignation, removal or otherwise, shall be filled by the board of directors and the officers so chosen shall hold office for the unexpired term in respect of which the vacancy occurred and until their successors shall be duly elected and qualified.

ARTICLE XIX

Capital Stock

The amount of the capital stock and the par value, if any, of the shares shall be as fixed in the Articles of Organization.

ARTICLE XX

Certificates of Stock

Every holder of stock in the corporation shall be entitled to have a certificate signed by, or in the name of the corporation by, the chairman of the board, the president or a vice president and the treasurer or an assistant treasurer, or the clerk or an assistant clerk of the corporation, certifying the number of shares owned by him in the corporation; provided, however, that where such certificate is signed by a transfer agent or an assistant transfer agent or by a transfer clerk acting on behalf of such corporation and a registrar, the signature of any such chairman of the board, president, vice president, treasurer, assistant treasurer, clerk or assistant clerk may be facsimile. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the corporation such certificate or certificates may nevertheless be adopted by the corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures shall have been used thereon had not ceased to be such officer or officers of the corporation and any such delivery shall be regarded as an adoption by the corporation of such certificate or certificates. Certificates of stock shall be in such form as shall, in conformity to law, be prescribed from time to time by the board of directors.

ARTICLE XXI

Transfer of Shares of Stock

Subject to the restrictions, if any, imposed by the Articles of Organization, and to the provisions of the Massachusetts Business Corporation Law, title to a certificate of shares of stock of the corporation and shares represented thereby shall be transferable only (a) by delivery of the certificate endorsed either in

blank or to a specified person by the person appearing by the certificate to be the owner of the shares represented thereby or (b) by delivery of the certificate and a separate document containing a written assignment of the certificate or a power of attorney to sell, assign or transfer the same or the shares represented thereby, signed by the person appearing by the certificate to be the owner of the shares represented thereby. Such assignment or power of attorney may be either in blank or to a specific person. Whenever any transfer of shares shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer. The corporation and its transfer agents and registrars, if any, shall be entitled to treat the holder of record of any share or shares of stock as the absolute owner thereof for all purposes except as otherwise expressly provided by the laws of the Massachusetts Business Corporation Law.

ARTICLE XXII

Transfer Books

The board of directors may close the stock transfer books of the corporation for a period not exceeding fifty days preceding the date of any meeting of stockholders or the date for payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect or for a period of not exceeding fifty days in connection with obtaining the consent of stockholders for any purpose or may close such books in such other events or for such other period at the Massachusetts Business Corporation Law shall from time to time permit. In lieu of closing the stock transfer books as aforesaid, the board of directors may fix in advance a date, not exceeding fifty days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of a capital stock shall go into effect, or a date in connection with obtaining such consent as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock or to give such consent, or may fix such a date in such other events or for such other period as the Massachusetts Business Corporation Law shall from time to time permit, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after such record date fixed as aforesaid.

ARTICLE XXIII

Loss of Certificate

In case of the alleged loss or destruction or the mutilation of a certificate of stock, a new certificate may be issued in the place thereof, upon such terms in conformity with law as the board of directors may prescribe.

ARTICLE XXIV

Seal

The corporate seal of the corporation shall, subject to alteration by the board of directors, consist of a flat-faced circular die with the words “Commonwealth of Massachusetts”, together with the name of the corporation and the year of its organization cut or engraved thereon. The corporate seal of the corporation

may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE XXV - RESERVED

ARTICLE XXVI

Fiscal Year

Except as from time to time otherwise provided by the board of directors, the fiscal year of the corporation shall end on the thirty-first day of December in each year.

ARTICLE XXVII

Amendments

Except as in these articles otherwise expressly provided, these by-laws, as from time to time altered and amended, may be altered, amended or repealed at any annual or special meeting of the stockholders called for the purpose.

EX-3.24 19 a2203045zex-3_24.htm EX-3.24

Exhibit 3.24

THE COMMONWEALTH OF MASSACHUSETTS

DEPARTMENT OF CORPORATIONS AND TAXATION

ARTICLES OF ORGANIZATION

We,	Martin Cerel	Joseph R. Perini
	Abraham T. Handverger	Michael Lilly
	Louis R. Perini	David Lilly

John C. Pappas

being a majority of the directors of

Cerel-Perini Associates Inc.

elected at its first meeting, in compliance with the requirements of General Laws, Chapter 156, Section 10, hereby certify that the following is a true copy of the agreement of association to form said corporation, with the names of the subscribers thereto:

We, whose names are hereto subscribed, do, by this agreement, associate ourselves with the intention of forming a corporation under the provisions of General Laws, Chapter 156.

The name by which the corporation shall be known is

Cerel-Perini Associates Inc.

The location of the principal office of the corporation in Massachusetts is to be the Town of Natick, Massachusetts.

The business address of the corporation is to be

18 East Central Street, Natick, Massachusetts

If such business address is not yet determined, give the name and business address of the treasurer or other officer to receive mail.

The purposes for which the corporation is formed and the nature of the business to be transacted by it are as follows:

To engage in the general business of promoting, developing, designing and engineering, and constructing Commercial and Industrial sites and buildings.

To acquire, own, manage, lease and dispose of any real or personal property essential or convenient for such business with all the rights incidental thereto.

To issue bonds, debentures, notes or other evidences of indebtedness and to secure any of the same by mortgage or pledge of all or any part of the property of this corporation.

To carry on in connection with these purposes any other business of the corporation and in general to exercise all the powers conferred upon business corporations by Chapter 156 of the General Laws of the Commonwealth of Massachusetts.

To do and perform any of these acts either severally or jointly with any other person, firm or corporation when authorized so to do by the Board of Directors.

The total capital stock to be authorized is as follows:

	WITHOUT PAR VALUE	WITH PAR VALUE
CLASS OF STOCK	NUMBER OF SHARES	NUMBER OF SHARES	PAR VALUE		AMOUNT
Preferred

Common		1,000,000	$	1.00	$	1,000,000.

Restrictions, if any, imposed upon the transfer of shares:

The shares of stock herein issued cannot be sold or transferred without first offering said shares of stock to the corporation through its Board of Directors. The shareholder shall in writing notify said directors of his intention or desire to sell, and shall state the price at which said stock is offered. The Directors shall thereafter have thirty days in which to either accept the offer of sale, or else request that a board of three arbitrators be appointed to determine the value of said stock. Said arbitrators shall be appointed as follows: The Directors shall appoint one, the Shareholder another and the third shall be appointed by the two arbitrators so appointed. The arbitrators shall then determine the value of the stock and report their determination to the corporation and thereafter the Directors shall have ten days in which to exercise the right to purchase, after which time, the stockholder may sell or transfer the same. No shares of stock shall be sold or transferred until the foregoing provisions have been fully complied with. The Board of Directors, however, may at a meeting duly held, waive the foregoing requirements.

A description of the different classes of stock, if there are to be two or more classes, and a statement of the terms on which they are to be created and of the method of voting thereon:

Other lawful provisions, if any, for the conduct and regulation of the business of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholder:

[If seven days’ notice be given, complete the following paragraph.]

The first meeting shall be called by of .

[If notice is waived, fill in the following paragraph.]

We hereby waive all requirements of the General Laws of Massachusetts for notice of the first meeting of the incorporators for the purpose of organization and appoint the 12th day of

September, 1956, at 3 o’clock P. M. at Natick, Massachusetts as the time and place for holding such first meeting.

The names and residences of the incorporators and the amount of stock subscribed for by each are as follows:

		AMOUNT OF STOCK SUBSCRIBE FOR
NAME	DOMICILE	PREFERRED	COMMON
Martin Cerel	211 Eliot Street, Natick, Massachusetts		87,500
Michael Lilly	36 Beresford Road, Brookline, Mass.		37,500
Louis R. Perini	32 Maugus Avenue, Wellesley, Mass.		87,500
John C. Pappas	55 Brush Hill Lane, Milton, Mass.		37,500

IN WITNESS WHEREOF we hereto sign our names this 12th day of Sept., 1956.

Martin Cerel

/s/Martin Cerel

Michael Lilly

/s/Michael Lilly

Louis R. Perini

/s/Louis R. Perini

John C. Pappas

/s/John C. Pappas

EX-3.25 20 a2203045zex-3_25.htm EX-3.25

Exhibit 3.25

THE COMMONWEALTH OF MASSACHUSETTS

DEPARTMENT OF CORPORATION AND TAXATION

18 TREMONT STREET, BOSTON

ARTICLES OF AMENDMENT

This certificate must be submitted to the Commissioner of Corporations and Taxation within thirty days after the date of the vote of the stockholders, in accordance with General Laws, Chapter 156, Section 13. FEE, for filing certificate for a change of shares with par value to shares without par value, whether or not the capital is changed thereby, one cent for each share without par value resulting from such change, less an amount equal to one twentieth of one per cent of the total par value of the shares so changed; but not in any case less than$25.00. The fee for filing all other amendments is $25.00. Make check payable to THE COMMONWEALTH OF MASSACHUSETTS.

WE, Robert H. Ryan

President

Sigmund Werner

Treasurer

and

Robert H. Ryan

Eliot Farley, Jr.

George S. LaPorte, Jr.

Charles J. Patterson

being a majority of the Directors of Cerel-Perini Associates Inc. located at

17 Strathmore Road, Natick

in compliance with the provisions of General Laws, Chapter 156, do hereby certify that at a meeting of the stockholders of the corporation, duly called for the purpose, held March 27, 1961, by the affirmative vote of 387, 252 shares of the common stock of the corporation, being all the stock outstanding and entitled to vote, the following amendment or alteration in the Agreement of Association and Articles of Organization of the corporation was duly adopted, namely

Voted: That the name of this Corporation be changed to Paramount Development Associates, Inc., such change to become effective from the filing of the Articles of Amendment required by law.

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our names, this 28th day of March in the year 1961.

/s/Robert H. Ryan
Robert H. Ryan


/s/Sigmund Werner
Sigmund Werner


/s/George S. LaPorte, Jr.
George S. LaPorte, Jr.


/s/Charles J. Patterson
Charles J. Patterson

EX-3.26 21 a2203045zex-3_26.htm EX-3.26

Exhibit 3.26

BY-LAWS

PARAMOUNT DEVELOPMENT ASSOCIATES, INC.

As Amended to April 23, 1980.

ARTICLE I

Stockholders

1. Annual Meeting. The annual meeting of stockholders shall be held on the 3rd Monday in May in each year after 1979 (or if that be a legal holiday in the place where the meeting is to be held, on the next succeeding full business day) at the principal office of the corporation in Massachusetts at 10:00 o’clock A.M. unless a different hour or place within the United States is fixed by1the Board of Directors or the President. The purposes for which the annual meeting is to be held, in addition to those prescribed by law, by the Articles of Organization or by these By-laws, may be specified by the. Board of Directors or the President. If no annual meeting has been held on the date fixed above, a special meeting in lieu thereof. may be held or, there may be action by written consent of the stock-holders on matters to be voted on at the annual meeting, and such special meeting or written consent shall have for the purposes of these By-laws or otherwise all the force and effect of an annual meeting.

2. Special Meetings. Special meetings of stockholders’ may be called by the President or by the Board .of Directors.. Special meetings shall be called by the Clerk, or in case of the death, absence, incapacity or refusal of the Clerk, by any other officer, upon written application of one or more stockholders who hold at least one tenth part in interest of the capital stock entitled to vote at such meeting. The call for the meeting maybe oral or written and shall state the place, date, hour and purposes of the meeting.

3. Notice of Meetings. A written notice of the place, date and hour of all meetings of stockholders stating the purposes of the meeting shall be given by the Clerk or an Assistant Clerk (or other person authorized by these By-laws or by law) at least seven days before the meeting to each stockholder entitled to vote thereat and to each stockholder who under the Articles of Organization or under these By-laws, is entitled to such notice, by leaving such notice with him or at his residence or usual place of business, or by mailing it, postage prepaid, and addressed to such stockholder at his address as it appears in

the records of the corporation. A written waiver of notice, executed before or after a meeting by such stockholder or his attorney thereunto authorized and filed with the records of the meeting shall be deemed equivalent to notice of the meeting.

4. Quorum. The holders of a majority in interest of all stock issued; outstanding and entitled to vote at a meeting shall constitute a quorum, but if a quorum is not present, a lesser number may adjourn the meeting from time to time and the meeting may be held. as adjourned without further notice.

5. Voting and Proxies. Stockholders shall have one vote for each share of stock entitled to vote owned by them of record according to the books of the corporation and a proportionate vote for a fractional share, unless otherwise provided by law or by the Articles of Organization. Stockholders may vote either in person or by written proxy dated not more than six months before the meeting named therein. Proxies shall be filed with the Clerk of the meeting, or of any adjournment thereof, before being voted. Except as otherwise limited therein, proxies shall entitle the persons authorized thereby to vote at any adjournment of such meeting but shall not be valid after final adjournment of such meeting. A proxy with respect to stock held in the name of two or more persons shall be valid if executed by one of them unless at or prior to exercise of the proxy the corporation receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a stockholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger.

6. Action at Meeting. When a quorum is present, any matter before the meeting shall be decided by vote of the holders of a majority of the shares of stock voting on such matter, except where a larger vote is required by law, by the Articles of Organization or by these By-laws. Any election by stockholders shall be determined by a plurality of the votes cast, except where a larger vote is required by law, by the Articles of Organization or by these By-laws. No ballot shall be required for any election unless requested by a stockholder entitled to vote in the election. The corporation shall not directly or indirectly vote any-share of its own stock.

7. Action without Meeting. Any action to be taken at any annual or special meeting of stockholders may be taken without a meeting if all stockholders entitled to vote on the matter consent to the action in writing and the written consents are filed with the records of the meetings of stockholders. Such consents shall be treated for all purposes as a vote at a meeting.

ARTICLE II

Directors

1. Powers. The business of the corporation shall be managed by a Board of Directors who may exercise all the powers of the corporation except as otherwise provided by law, by the Articles of Organization or by these By-laws. In the event of a vacancy in the Board of Directors, the remaining Directors, except as otherwise provided by law, may exercise the powers of the full Board until the vacancy is filled.

2. Election and Qualification. The stockholders at each annual meeting shall fix the number of Directors (which shall be not less than three or less than the number of stockholders, if less than three) and elect the number of Directors so fixed. No Director need be a stockholder.

3. Vacancies; Reduction of Board. Any vacancy in the Board of Directors, however occurring, including a vacancy resulting from the enlargement of the Board of Directors, may be filled by the stockholders or by the Board of Directors. In lieu of filling any such vacancy the stockholders or the Board of Directors may reduce the number of Directors, but not to a number less than three or less than the number of stockholders, if less than three.

4. Enlargement of the Board. The Board of Directors may be enlarged by the stockholders at’ any meeting or by vote of a majority of the Directors then in office.

5. Tenure. Except as otherwise provided by law, by the Articles of Organization or by these By-laws, Directors shall hold office until the next annual meeting of stockholders and until their successors are chosen and qualified. Any Director may resign by delivering his. written resignation to the corporation at its principal office or to the President, Clerk or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

6. Removal. A Director may be removed from office (a) with or without cause by vote of the holders of a majority of the shares of stock entitled to vote in the election of Directors, or (b) for cause by vote of a majority of the Directors then in office. A Director may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to-remove him.

7. Meetings. Regular meetings of the Board of Directors may be held without notice at such time, date and place as the Board of Directors may from time to time determine. A regular meeting of the Board of Directors may be held without notice. at the same place as the annual meeting of stockholders, or the special meeting held in lieu thereof, following such meeting of stockholders. Special meetings of the Board of Directors may be called, orally or in writing, by the President, Treasurer or two or more Directors, designating the time, date and place thereof.

8. Notice of Meetings. Notice of the time, date and place of all special meetings of the Board of Directors shall be given to each Director by the Secretary, or if there be no Secretary, by the Clerk or Assistant Clerk, or in case of the death, absence, incapacity or refusal of such persons, by the officer or one of the Directors calling the meeting. Notice shall be given to each Director in person or by telephone or by telegram sent to his business or home address at least twenty-four hours in advance of the meting, or by written notice mailed to his business or home address at least forty-eight hours in advance of the meeting. Notice need not be given to any Director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any Director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. A notice or waiver of notice of a meeting of the Board of Directors need not specify the purposes of the meeting.

9. Quorum. At any meeting of the Board of Directors, a majority of the Directors then in office shall constitute a quorum. Less than a quorum may adjourn any meeting from time to time and the meeting may be held as adjourned without further notice.

10. Action at Meeting. At any meeting of the Board of Directors at which a quorum is present, a majority of the Directors present may take any action on behalf of the Board of Directors, unless a larger number is required by law, by the Articles of Organization or by these By-laws.

11. Action by Consent. Any action to be taken at any meeting of the Board of Directors may be taken without a meeting. if all the Directors consent to the action in writing and the written consents are filed with the records of the meetings of the Board of Directors. Such consents shall be treated for all purposes as a vote at a meeting of the Board of Directors.

12. Committees. The Board of Directors, by vote of a majority of the Directors then in office, may elect from its number an Executive Committee or other committees and may delegate thereto some or all of its powers except those which by law, by the Articles of Organization, or by these By-laws may not be delegated. Except as the Board of Directors may otherwise determine, any such committee may make rules for the conduct of’ its business, but unless otherwise provided by the Board of Directors or in such rules, its business shall be conducted so far as possible in the same manner as is provided by these By-laws for the Board of Directors. All members of such committees shall hold such offices at the pleasure of the Board of Directors. The Board of Directors may abolish any such committee at any time. Any committee to which the Board of Directors delegates any of its powers or duties shall keep records of its meetings and shall report its action to the Board of Directors. The Board of Directors shall have power to rescind any action of any committee, but no such rescission shall have retroactive effect.

ARTICLE III

Officers

1. Enumeration. The officers of the corporation shall consist of a Chairman of the Board, a President, a Treasurer, a Clerk, and such other officers, including one or more Vice Presidents, Assistant Treasurers, Assistant Clerks or a Secretary, as the Board of Directors may determine.

2. Election. The Chairman of the Board, President, Treasurer and Clerk shall be elected annually by the Board of Directors at their first meeting following the annual meeting of stockholders. Other officers may be chosen by the Board of Directors at such meeting or at any other meeting.

3. Qualification. No officer need be a stockholder or Director. Any two or more offices may be held by any person. Any officer may be required by the Board of Directors to give bond for the faithful performance of his duties in such amount and with such sureties as the Board of Directors may determine.

4. Tenure. Except as otherwise provided by law, by the Articles of Organization or by these By-laws, the Chairman of the Board, the President, Treasurer and Clerk shall hold office until the first meeting of the Board of Directors following the next annual meeting of stockholders and until their respective successors are chosen and qualified; and all other officers

shall hold office until the first meeting of the Board of Directors following the next annual meeting of stockholders and until their successors are chosen and qualified, or for such shorter term as the Board of Directors may fix at the time such officers are chosen. Any officer may resign by delivering his written resignation to the corporation at its principal office or to the President, Clerk or Secretary, and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other even.

5. Removal. The Board of Directors may remove any officer with or without cause by a vote of a majority of the entire number of Directors then in office; provided, that an officer may be removed for cause only after reasonable notice and opportunity to be heard by the Board of Directors.

6. Vacancies. Any vacancy in any office may be filled for the unexpired portion of the term by the Board of Directors.

7. Chairman of the Board. The Chairman of the board shall preside at all meetings of the stockholders and of the Board of Directors at which he is present and shall perform such duties as the board may from time to time designate.

8. President and Vice Presidents. The President shall be the chief executive officer of the corporation and shall, subject to the direction of the Board of Directors, have general supervision and control of its business. He shall preside, when present, at all meetings of stockholders and of the Board of Directors in the absence of the Chairman of the Board.

Any Vice President shall have such powers and shall perform such duties as the Board of Directors may from time to time designate.

9. Treasurer and Assistant Treasurer. The Treasurer shall, subject to the direction of the Board of Directors, have general charge of the financial affairs of the corporation and shall cause to be kept accurate books of account. He shall have custody of all funds, securities, and valuable documents of the corporation, except as the Board of Directors may otherwise provide.

Any Assistant Treasurer shall have such powers and perform such duties as the Board of Directors may from time to time designate.

10. Clerk and Assistant Clerks. The Clerk shall keep a record of the meetings of stockholders. In case a Secretary is not elected or is absent, the Clerk or an Assistant Clerk shall keep a record of the meetings of the Board of Directors. In the absence of the Clerk from any meeting of stockholders, an Assistant Clerk if one be elected, otherwise a Temporary Clerk designated by the person presiding at the meeting, shall perform the duties of the Clerk.

11. Secretary. The Secretary, if one be elected, shall keep a record of the meetings of the Board of Directors. In the absence of the Secretary, the Clerk and any Assistant Clerk, a Temporary Secretary shall be designated by the person presiding at such meeting to perform the duties of the Secretary.

12. Other Powers and Duties. Subject to these By-laws, each officer of the corporation shall have in addition to the duties and powers specifically set forth in these By-laws, such duties and powers as are customarily incident to his office, and such duties and powers as may be designated from time to time by the Board of Directors.

ARTICLE IV

Capital Stock

1. Certificates of Stock. Each stockholder shall be entitled to a certificate of the capital stock of the corporation in such form as may from time to time be prescribed by the Board of Directors. Such certificate shall be signed by the President or a Vice President and by the Treasurer or an Assistant Treasurer. Such signatures may be facsimile if the certificate is signed by a transfer agent, or by a registrar, other than a Director, officer or employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the time of its issue. Every certificate for shares of stock which are subject to any restriction on transfer and. every certificate issued when the corporation is authorized to issue more than one class or series of stock shall contain such legend with respect thereto as is required by law.

2. Transfers. Subject to any restrictions on transfer, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with transfer stamps (if necessary) affixed, and with such proof of the authenticity of signature as the corporation or its transfer agent may reasonably require.

3. Record Holders. Except as may be otherwise required by law, by the Articles of Organization or by these By-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to

vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock, until the shares have been transferred on the books of the corporation in accordance with the requirements of these By-laws.

It shall be the duty of each stockholder to notify the corporation of his post office address.

4. Record Date. The Board of Directors may fix in advance a time of not more than sixty days preceding the date of any meeting of stockholders, or the date for the payment of any dividend or the making of any distribution to stockholders, or the last day on which the consent or dissent of stockholders may be, effectively expressed for any purpose, as the record date for determining the stockholders having the right to notice of and to vote at such meeting, and any adjournment thereof, or the right to receive such dividend or distribution or the right to give such consent or dissent. In such case only stockholders of record on such record date shall have such right, notwithstanding any transfer of stock on the books of the corporation after the record date. Without fixing such record date the Board of Directors may for any of such purposes close the transfer books for all or. any part of such period.

If no record date is fixed and the transfer books are not closed, (a) the record date for determining stockholders having the right to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, and (b) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors acts with respect thereto.

5. Replacement of Certificates. In case of the alleged loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms as the Board of Directors may prescribe.

6. Issuance of Capital Stock. The Board of Directors shall have the authority to issue or reserve for issue from time to time the whole or any part of the capital stock of the corporation which may be authorized from time to time, to such persons or organizations, for such consideration, whether cash, property, services or expenses, and on-such terms as the Board of Directors may determine, including without limitation the granting of options, warrants, or conversion or other rights to subscribe to said capital stock.

ARTICLE V

Miscellaneous Provisions

1. Fiscal Year. Except as otherwise determined by the Board of Directors, the fiscal year of the corporation shall be the twelve months ending December 31st.

2. Seal The Board of Directors shall have power to adopt and alter the seal of the corporation.

3. Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes and other obligations to be entered into by the corporation in the ordinary course of its business without Director action, may be executed on behalf of the corporation by the President or the Treasurer.

4. Voting of Securities. Unless otherwise provided by the Board of Directors, the President or Treasurer may waive notice of and act on behalf of this corporation, or appoint another person or persons to act as proxy or attorney in fact for this corporation with or without discretionary power and/or power of substitution, at any meeting of stockholders or shareholders of any other corporation or organization, any of whose securities are held by this corporation.

5. Resident Agent. The Board of Directors may appoint a resident agent upon whom legal process may be served in any action or proceeding against the corporation. Said resident agent shall be either an individual who is a resident of and has a business address in Massachusetts, a corporation organized under the laws of Massachusetts, or a corporation organized under the laws of any other state of the United States, which has qualified to do business in, and has an office in, Massachusetts.

6. Corporate Records. The original, or attested copies, of the Articles of Organization, By-.laws and records of all meetings of the incorporators and stockholders, and the stock and transfer records, which shall contain the names of all stockholders and the record address and the amount of stock held by each, shall be kept in Massachusetts at the principal office of the corporation, or at an office of its transfer agent, Clerk or resident agent, and shall be open at all reasonable times to the inspection of any stockholder for any proper purpose, but not to secure a list of stockholders for the purpose of selling said list or copies thereof or of using the same for a purpose other than in the interest of the applicant, as a stockholder, relative to the affairs of the corporation.

7. Articles of Organization. All references in these By-laws to the Articles of Organization shall be deemed to refer to the Articles of Organization of the corporation, as amended and in effect from time to time.

8. Amendments. The power to make, amend or repeal By-laws shall be in the stockholders, provided, however, that the Directors may make, amend or repeal the By-laws (other than this Section 8) in whole or in part, except with respect to any provisions thereof which by law, the Articles of Organization or these By-laws requires action by the stockholders. Not later than the time of giving notice of the meeting of stockholders next following the making, amending or repealing by the Directors of any By-law, notice thereof stating the substance of such change shall be given to all stockholders entitled to vote on amending the By-laws. Any amendment or repeal of these By-laws by the Directors and any By-law adopted by the Directors may be emended or repealed by the stockholders.

EX-3.27 22 a2203045zex-3_27.htm EX-3.27

Exhibit 3.27

CERTIFICATE OF INCORPORATION

Yeargin Builders, Inc.

1. The name of the corporation is Yeargin Builders, Inc.

2. The address of its registered office in the State of Delaware is No.100 West Tenth Street, in the City of Wilmington, county of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4. The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000); all of such shares shall be without par value.

5. The name and mailing address of each incorporator is as follows;

NAME		MAILING ADDRESS

K. L. Husfelt		100 West Tenth Street
		Wilmington, Delaware 19801

B. A. Schuman		100 West Tenth Street,
		Wilmington, Delaware 19801

E. L. Kinsler		100 West Tenth Street,
		Wilmington, Delaware 19801

6. The corporation is to have perpetual existence.

7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

To make, alter or repeal the by-laws of the corporation.

To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.

To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created.

By a majority of the whole board, to designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The by-laws may provide that in the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not

disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, or in the by-laws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or by-laws, expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

When and as authorized by the stockholders in accordance with statute, to sell, lease or exchange all or substantially all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property including shares of stock in, and/or other securities of, any other corporation or corporations, as its board of

directors shall deem expedient and for the best interests of the corporation.

8. Elections of directors need not be by written Ballot unless the by-laws of the corporation shall so provide.

9. The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

	/s/K.L. Husfelt
	K.L. Husfelt

	/s/B. A. Shuman
	B. A. Shuman

	/s/E. L. Kinsler
	E. L. Kinsler

EX-3.28 23 a2203045zex-3_28.htm EX-3.28

Exhibit 3.28

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

Yeargin Builders, Inc, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of Yeargin Builders, Inc. be amended by changing the first Article thereof so that, as amended, said Article shall be and read as follows:

“The name of the Corporation is Percon Constructors, Inc.”

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Yeargin Bulders, Inc. has caused this certificate to be signed by Richard C. Schurrer, its Vice President and attested by David Dostie, its Assistant Secretary this 22nd day of November 1985.


	/s/ Richard C. Schurrer
	By:	Richard C. Schurrer
		Vice President

ATTEST:

/s/ David Dostie
By: David Dostie
Assistant Secretary

EX-3.29 24 a2203045zex-3_29.htm EX-3.29

Exhibit 3.29

PERCON CONSTRUCTORS, INC.

BY- LAWS

ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2. Annual meetings of stockholders, commencing with the year 2003, shall be held on the nineteenth day of January if not a legal holiday, and if a legal holiday, then on the next secular day following, at 9:00 A. M., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 10. Unless otherwise provided in the certificate of incorporation each

stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

ARTICLE III

DIRECTORS

Section 1. The number of directors which shall constitute the whole board shall be not more than three (3) The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings, both

regular and special, either within or without the State of Delaware.

Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

Section 7. Special meetings of the board may be called by the president on two days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.

Section 8. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statue or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present threat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

COMMITTEES OF DIRECTORS

Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon, prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

ARTICLE V

OFFICERS

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

THE VICE-PRESIDENTS

Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

THE TREASURER AND ASSISTANT TREASURERS

ARTICLE VI

CERTIFICATE OF STOCK

LOST CERTIFICATES

TRANSFER OF STOCK

FIXING RECORD DATE

REGISTERED STOCKHOLDERS

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

ANNUAL STATEMENT

CHECKS

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words Corporate Seal, Delaware. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

INDEMNIFICATION

Section 7. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

Section 1. Subject to the provisions of Article II, Section 11 and Article III, Section 9, these by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if repeal or adoption of new of such special meeting of the stockholder or of the board of directors if notice of such alteration, amendment, repeal or adoption of the by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws.

EX-3.30 25 a2203045zex-3_30.htm EX-3.30

Exhibit 3.30

WEST VIRGINIA

ARTICLES OF INCORPORATION

The undersigned, acting as incorporator(s) of a corporation under Chapter 31, Article 1, Section 27 of the Code of West Virginia, 1931, as amended, adopt the following Articles of Incorporation for such corporation:

1. The undersigned agree to become a West Virginia corporation by the name of Pioneer Construction, Inc. (The name of the corporation shall contain one of the words “corporation,” “company,” “incorporated” “limited” or shall contain an abbreviation of one of such words.)

2. A. The physical location of the principal office of said corporation will be located at 1021 Webster Road street in the city, town or village of Summersville county of Nicholas State of West Virginia, Zip Code 26651 If neither the principal office nor the principal place of business of said corporation is located in the State of West Virginia, give address of exact location.

B. The mailing address of said location will be P.O. Box 395 Summersville, WV 26651

3. The purposes for which this corporation are formed are as follows:

(Please double space; if more space is needed. add sheets.)

Construction Purposes

4. The provisions granting preemptive rights are as follows:

None

5. The provisions for the regulation of the internal affairs of the corporation are as follows:

None

6. This corporation is organized as:

(Complete A or B)

A. Non-stock, non-profit

B. Stock, for profit X and the authorized capital stock of said profit corporation will be $5,000.00 dollars, which shall be divided into shares of the par value of no par-va1ue dollars each.

7. The full names and addresses of the incorporator(s), including street and street numbers, if any, and the city, town or village, including the zip code, and the number of shares subscribed for by each are as follows:

		Number of Shares
NAME	ADDRESS	(Optional)

C.T. Corporation System,	1200 Charleston National Plaza

Charleston, WV

8. The name and address of the appointed person to whom notice or process may be sent is

C.T. Corporation System,		1200 Charleston National Plaza

Charleston, WV

9. The number of directors constituting the initial board of directors of the corporation is and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders/members or until their successors are elected and shall qualify, are as follows:

NAME		ADDRESS

ACKNOWLEDGEMENT AFFIDAVIT

I/We the undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia do make and file this “Articles of Incorporation,” and do solemnly swear or affirm that the information provided in this “Articles of Incorporation” is true, to the best of my/our knowledge, information and be1ief, so help me/us Almighty God, and I/we understand that if I/we wittingly provide false information concerning a material matter or thing herein, I/we shall be deemed guilty of the offense of false swearing and shall be subject to the penalties for false swearing. In witness whereof, I/we have accordingly hereunto set our respective hands this 11 day of January, 1985

(All incorporators must sign below. Names and signatures must appear the same throughout the Articles of Incorporation.) PHOTOCOPIES OF THE SIGNATURES OF THE INCORPORATORS OR THE NOTARY PUBLIC CANNOT BE CCEPTED.

/s/ J.R. Wardwell

STATE OF West Virginia	)
	)	To Wit:
COUNTY OF Clay	)

I, Herbert D. Shimer, a Notary Public, in and for the county and state aforesaid, hereby certify that (names of all incorporators as shown in Item 7 must be inserted in this space by official taking acknowledgement)

J.R. Wardwell

whose names are signed to the foregoing Articles of Incorporation, bearing the date, 11 day of January, 1985 this day personally appeared before me in my said county and severally acknowledged their signatures to be the same. Further, all of the above-named incorporators, being first duly sworn, say that the information provided herein is true and correct to the best of their knowledge, information and belief, so help them Almighty God.

Taken, subscribed, acknowledged and sworn to by each of the incorporators before the undersigned authority in the county aforesaid this 11 day of January, 1985.

My commission expires January 8, 1995

	/s/ Herbert D. Shimer
SEAL	(Notary Public)

ARTICLES OF INCORPORATION PREPARED BY Larry Frye

whose mailing address is P.O. Box 395, Summerville, WV 26651

EX-3.31 26 a2203045zex-3_31.htm EX-3.31

Exhibit 3.31

AGREEMENT TO CORPORATE ACTION

BY THE SOLE SHAREHOLDER AND ALL OF THE DIRECTORS

PIONEER CONSTRUCTION, INC.

The undersigned, constituting the sole shareholder and all of the directors of Pioneer Construction, Inc., a West Virginia corporation, pursuant to the provisions of West Virginia Code §31—1-73, do hereby agree in writing and without a meeting to the following action on behalf of the corporation:

1. That the following amendment to the Articles of Incorporation is approved:

Section I of the Articles of Incorporation of Pioneer Construction, Inc., issued by the Secretary of State of West Virginia on January 23, 1985, is deleted and the following inserted in lieu thereof:

“Section 1. The name of the corporation shall be Perland Construction, Inc.”

2. That the President and Secretary of the corporation shall have Articles of Amendment to Articles of Incorporation of Pioneer Construction, Inc. recorded with the West Virginia Secretary of State.

3. That the President or Secretary of the corporation be, and each hereby is, authorized, empowered and directed, each alone or jointly with others, to execute all other such documents, instruments, and other papers, and to take all such steps and actions necessary, convenient and advisable to carry out the intent and purposes of the foregoing action.

In order to show their acquiescence and agreement to the foregoing corporate action, the undersigned, constituting the sole shareholder and all of the directors of the corporation, have hereto affixed their signatures this 24th day of June, 1996.

SOLE SHAREHOLDER:

PERINI CORPORATION,

a Massachusetts corporation

By:	/s/ David B. Perini
	David B. Perini, its President

DIRECTORS:

/s/David B. Perini
David B. Perini

/s/Donald E. Unbekant
Donald E. Unbekant

/s/John H. Schwarz
John H. Schwarz

/s/Richard J. Rizzo
Richard J. Rizzo

EX-3.32 27 a2203045zex-3_32.htm EX-3.32

Exhibit 3.32

PIONEER CONSTRUCTION, INC.

BYLAWS

ARTICLE I

OFFICES

Section 1. The principal office of the corporation in the State of West Virginia shall be located in the City of Summersville, County of Nicholas.

Section 2. The corporation may have such other offices, either within or without the State of West Virginia, as the board of directors may designate or as the business of the corporation may require.

ARTICLE II

ANNUAL MEETING OF SHAREHOLDERS

Section 1. All meetings of shareholders for the election of directors shall be held in Framingham, Massachusetts, at such place as may be fixed from time to time by the board of directors.

Section 2. Annual meetings of shareholders, commencing with the year 1985, shall be held on the first day of April, if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 AM for the purpose of electing directors and for the transaction of such other business as may come before the meeting.

Section 3. Written notice stating the place, day and hour of the meeting shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

ARTICLE III

SPECIAL MEETINGS OF SHAREHOLDERS

Section 1. Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the State of West Virginia as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereon.

Section 2. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the president or by the board of directors, and shall be called by the president at the request of the holders of not less than one-tenth of all outstanding shares of the corporation entitled to vote at the meeting.

Section 3. Written notice stating the place, day, hour and purpose or purposes for which the meeting is called shall be delivered not less than ten nor more than fifty days before the date of the

meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

ARTICLE IV

QUORUM AND VOTING OF STOCK

Section 1. The holders of a majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2. If a quorum is present, the affirmative vote of a majority of the shares of stock represented at the meeting shall be the act of the shareholders unless the vote of a greater number of shares of stock is required by law or the articles of incorporation.

Section 3. Each outstanding share of stock, having voting power, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

Section 4. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE V

DIRECTORS

Section 1. The number of directors shall be four. Directors need not be residents of the State of West Virginia nor shareholders of the corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first board of directors shall hold office until the first meeting of shareholders,

Section 2. The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by theses bylaws directed or required to be exercised or done by the shareholders.

Section 3. The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the state of West Virginia, at such place or places as they may from time to time determine.

Section 4. The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise,

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Meetings of the board of directors, regular or special, may be held either within or without the State of West Virginia.

Section 2. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall, be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

Section 3. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

Section 4. Special meetings of the board of directors may be called by or at the request of the president or any two directors. Notice of any special meeting shall be given at least two days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. Any director may waive notice of any meeting.

Section 5. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. With the exception of meetings for the purpose of amending the bylaws or authorizing the sales of all or substantially all of the assets of the corporation, neither the business to be transacted at nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

Section 6. A majority of the number of directors shall constitute a quorum for the transaction of business at any meeting of the board of directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors.

Section 7. Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

ARTICLE VII

EXECUTIVE COMMITTEE

Section 1. The board of directors by resolution adopted by a majority of the full board, may designate two or more of its members to constitute an executive committee. The designation of such committee and the delegation thereto of authority shall not operate to relieve the board of directors, or any member thereof, of any responsibility imposed by law.

The executive committee, when the board of directors is not in session shall have and may exercise all of the authority of the board of directors except to the extent, if any, that such authority shall be limited by the resolution appointing the executive committee and except also that the executive committee shall not have the authority of the board of directors in reference to amending the articles of incorporation, adopting a plan of merger or consolidation, recommending to the shareholders the sale, lease, exchange or other disposition of all or substantially all of the property and assets of the corporation otherwise than in the usual and regular course of its business, recommending to the shareholders a voluntary dissolution of the corporation or a revocation thereof, or amending the bylaws of the corporation. Any vacancy in the executive committee may be filled by a resolution adopted by a majority of the full board of directors.

The executive committee shall keep regular minutes of its proceedings and report the same to the board of directors for its information at the meeting thereof held next after the proceedings shall have been taken.

ARTICLE VIII

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the charter or of these bylaws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram, if notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company.

Section 2. Whenever any notice is required to be given to any shareholder or director of, the corporation under the provisions of these bylaws or under the provisions of the Articles of Incorporation or under the provisions of the West Virginia Corporation Act, a waiver thereof in writing signed by the person or persons entitled to such notice, filed with the records of the meeting, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX

OFFICERS

Section 2. The board of directors at its first meeting after each annual meeting of shareholders shall choose a president, one or more vice-presidents, a secretary and a treasurer, none of whom need be a member of the board.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

THE VICE-PRESIDENTS

Section 8. In the absence of the president or in the event of his death, inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Any vice-president may sign, with the secretary or an assistant secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the president or by the board of directors.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 9. The secretary shall (a) keep the minutes of the proceedings of the shareholders and of the board of directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the secretary by such shareholder; (e) sign with the president, or a vice-president, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the board of directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the board of directors.

Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors or president may from time to time prescribe.

The assistant secretaries, when authorized by the board of directors, may sign with the president or a vice-president certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the board of directors.

THE TREASURER AND ASSISTANT TREASURERS

Section 12. He shall disburse, the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 13. If required by the board of directors, he shall, give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 14. The assistant treasurer or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE X

CERTIFICATES FOR SHARES

Section 1. The shares of a corporation shall be represented by certificates signed by the president or a vice-president and the secretary or an assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof.

Every certificate representing shares issued by a corporation which is authorized to issue shares of more than one class shall set forth upon the face or back of the certificate, or shall state that the

corporation will furnish to any shareholder upon request and without charge, a full statement of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued, and if the corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences between the shares of each such series so far as the same have been fixed and determined and the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series.

Each certificate representing shares shall state upon the face thereof that the corporation is organized under the laws of this state; the name of the person to whom issued; the number and class of shares, and the designation of the series, if any, which such certificate represents; and the par value of each share represented by such certificate, or a statement that the shares are without par value,

Section 2. The signatures of the president or vice-president and the secretary or assistant secretary upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be against it with respect to any such certificate alleged to have been lost or destroyed.

TRANSFER OF SHARES

Section 4. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

CLOSING OF TRANSFER BOOKS

Section 5. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors of the corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

REGISTERED SHAREHOLDERS

Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its book as the owner of shares and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of West Virginia.

LIST OF SHAREHOLDERS

Section 7. The officer or agent having charge of the stock transfer books for shares of the corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof.

ARTICLE XI

GENERAL PROVISIONS

DIVIDENDS

Section 1. The board of directors may, from time to time, declare and the corporation may pay dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such, reserve in the manner in which it was created.

CHECKS

Section 3. All checks or demands for money and notes of the corporation shal1 be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 5. The board of directors may provide a corporate seal which shall have inscribed thereon the name of the corporation and the words “Corporate Seal, West Virginia”.

ARTICLE XII

AMENDMENTS

Section 1. These bylaws may be altered, amended or repealed and new bylaws may be adopted by the board of directors or by the shareholders at any regular or special meeting.

EX-3.33 28 a2203045zex-3_33.htm EX-3.33

Exhibit 3.33

ARTICLES OF INCORPORATION

JAMES A. CUMMINGS, INC.

The undersigned, acting as an incorporator of a corporation (the “Corporation”) under the Florida General Corporation Act (this Act as amended from time to time, is referred to herein as the “Act”) adopts the following Articles of Incorporation:

ARTICLE I

NAME

The name of the Corporation is JAMES A. CUMMINGS, INC.

ARTICLE II

PERIOD OF DURATION

The period of duration of the Corporation is perpetual.

ARTICLE III

PURPOSES AND POWERS

1. This corporation is organized for the purpose of transacting any or all lawful business.

2. POWERS. The Corporation, subject to any specific written limitations or restrictions imposed by the Act or by these Articles of Incorporation, shall have and exercise the following powers:

A. To have and exercise all of the powers specified in the Act;

B. To enter into any lawful arrangement for sharing profits, union of interest, reciprocal associations or cooperative association with any domestic

corporation or foreign corporation, associations, partnership, individual or other entities and to enter into general or limited partnership;

C. To make any guarantee respecting stocks, dividends, securities, indebtedness, interest, contracts or other obligations created by any domestic or foreign corporation, association, partnership, individuals or other entities.

3. OTHER JURISDICTIONS. The Corporation may carry out its purposes and exercise its powers in any state, territory, district or possession of the United States, or in any foreign country, to the extent that these purposes and powers are not forbidden by the law of the state, territory, district or possession of the United States, or by the foreign country, and it may limit the purpose or purposes that it proposes to exercise in any application to do business in any state, territory, district or possession of the United States, or foreign country.

4. POWER AND LIMITATION OF BOARD OF DIRECTORS.

Subject to written limitations imposed by the Act and these Articles of Incorporation, the Board of Directors shall direct the carrying out of the purposes and exercise of powers of the Corporation without previous authorization or subsequent approval by the shareholders of the Corporation.

5. Nothing contained in this Article shall be construed to authorize the Corporation to engage in the business of banking or insurance except as authorized in ARTICLE III above provided same is not prohibited by Florida law.

ARTICLE IV

AUTHORIZED SHARES

1. This Corporation is authorized to issue 10,000 shares of Common Stock with a par value of $1.00 per share. All stock shall hereinafter be referred to as Capital Stock.

ARTICLE V

PREFERENCES AND LIMITATIONS OF SHARES OF CAPITAL STOCK.

1 DIVIDEND RESTRICTIONS. No dividends shall be paid upon the Capital Stock in any medium under any of the following circumstances:

A. If the source out of which it is proposed to pay the dividend is due

to or arises from unrealized depreciation or value or from a revaluation of assets; or

B. If the Corporation, is or is thereby rendered, incapable of paying its debts as they come due in the usual course of its business.

2. COMMON STOCK.

A, The holders of the common stock shall be entitled to receive, when and as declared by the Board of Directors, solely out of unreserved and unrestricted earned surplus, dividends payable in cash, in property, or in shares of the common stock.

3. PREEMPTIVE RIGHTS. Every shareholder, upon the sale for cash of any new share of this Corporation of the same kind or class, as that which he already holds, shall have the right to purchase his pro rata share (as nearly as may be done without issuance of fractional shares) at the price per share offered to others.

ARTICLE VI

BOARD OF DIRECTORS

1. INITIAL. The Corporation shall have one (1) director initially. The name and address of the initial director of this Corporation is:

James A. Cummings

3130 N. W. 108th Drive

Coral Springs, Florida 33065

2. BOARD. The Board of Directors shall, subject to the provisions of paragraph 3 below, consist of not less than one (1) nor more than seven (7) directors.

3. INCREASE The number of directors of the Corporation may be increased from time to time by an affirmative vote of holders of fifty-one percent (51%) of Common Stock. The vacancies created by such increase shall be filled by an affirmative vote of holders of fifty-one percent (51%) of Common Stock.

4. BY-LAWS. The initial By-Laws shall be adopted by the Board of Directors. The By-Laws may be amended as provided for in Article VIII below. The By-Laws may contain any provision for the regulation and management of the affairs of the Corporation not inconsistent with the Act or these Articles of Incorporation.

5, INTERESTED DIRECTORS. Any contract or other transaction between the Corporation and one or more of its directors, or between the Corporation and any firm of which one or more of its directors are members or employees, or in which they are interested, or between the corporation and any corporation or association of which one or more of its directors are shareholders, members, directors, officers or employees, or in which they are interested, shall be valid for all purposes, notwithstanding the presence of the director or directors at the meeting of the Board of Directors of the Corporation that acts upon, or in reference to, the contract or transaction, and notwithstanding his or their participation in the action, if the fact of such interest shall be disclosed or known to the Board of Directors and the Board of Directors shall, nevertheless, authorize or ratify the contract or transaction, the interested director or directors to be counted in determining whether a quorum is present and to be entitled to vote on such authorization or ratification. This paragraph shall not be construed to invalidate any contract or other transaction which would otherwise be valid under the common and statutory law applicable to it.

6. REMOVAL. At a special meeting of the shareholders expressly called for that purpose, directors may be removed by a vote of the holders of fifty-one percent (51%) of Common Stock. No director shall be entitled to receive notice of or a hearing with respect to his removal.

ARTICLE VII

STOCKHOLDERS AGREEMENTS

The Corporation and its stockholders or the stockholders among themselves may enter into agreements, voluntarily or involuntarily, restricting the transferability or encumbrance of the stock of the Corporation. Such agreements may confer upon the Corporation or the stockholders, or both, an option of first refusal or mandatory purchase in the event of such transfer or encumbrance. Such agreements may include such restrictions during the lifetime or upon the death or legal incompetence of any stockholder. Nothing in the Articles of Incorporation or the By-Laws shall be construed to authorize a transfer of such stock upon the books of the Corporation in violation of such agreements.

ARTICLE VIII

AMENDMENTS

The Corporation reserves the right to amend the Articles of Incorporation and its By-Laws by an affirmative vote of holders of fifty-one percent (51%) of Common Stock at a meeting, or by their written consent with or without a meeting.

ARTICLE IX

REGISTERED OFFICE AND AGENT

1. The Address of the initial principal office of the Corporation shall be 3130 N. W. 108th Drive, Coral Springs, Florida 33065.

2. The name of the initial registered agent of the Corporation, an individual resident in Florida whose business address is 2881 East Oakland Park Boulevard, Suite 200, Fort Lauderdale, Florida 33306 is William A. Zeiher.

ARTICLE X

SUBSCRIBERS

The names and street addresses of the subscribers to these Articles of Incorporation are:

James A. Cummings

3130 N. W. 108th Drive

Coral Springs, Florida 33065

William A. Zeiher

2881 East Oakland Park Boulevard

Suite 200

Fort Lauderdale, Florida 33306

IN WITNESS. WHEREOF the undersigned incorporator has executed these Articles of Incorporation on June 15, 1981.

/s/ James A. Cummings

JAMES A. CUMMINGS

/s/ William A. Zeiher

WILLIAM A. ZEIHER

REGISTERED AGENT

EX-3.34 29 a2203045zex-3_34.htm EX-3.34

Exhibit 3.34

AMENDED AND RESTATED BYLAWS

James A. Cummings, Inc.

a Florida corporation

(the “Corporation”)

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders of this corporation shall be held at such time and place designated by the Board of Directors of the Corporation. Business transacted at the annual meeting shall include the election of directors of the Corporation. If the designated day shall fall on a Sunday or legal holiday, then the meeting shall be held on the first business day thereafter.

Section 2. Special Meetings. Special meetings of the shareholders shall be held when directed by the President or by a sufficient number of the directors to constitute a quorum, or when requested in writing by the holders of not less than 10% of all the shares entitled to vote at the meeting. A meeting requested by shareholders sha1l be called for a date not less than 10 nor more than 60 days after the request is made, unless the shareholders requesting the meeting designate a later date. The call for the meeting shall be issued by the Secretary, unless the President, Board of Directors, or shareholders requesting the meeting shall designate another person to do so.

Section 3. Place. Meetings of shareholders shall be held at the principal place of business of the Corporation or at such other place as may be designated by the person or persons calling such meeting.

Section 4. Notice. Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 60 days before the meeting, either personally or by first class mail, by or at the direction of the President, the Secretary or the officer or persons calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the

shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Notice of a meeting of the shareholders need not be given to any shareholder who signs a waiver of notice either before or after the meeting. Attendance of a shareholder at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened. If any shareholder shall transfer his stock after notice, it shall not be necessary to notify the transferee.

Section 5. Notice of Adjourned Meeting. When a meeting is adjourned to another time or place, it shall not be-necessary to give any notice of the adjourned meeting. If, however, after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided in this Article to each shareholder of record on the new record date entitled to vote at such meeting.

Section 6. Shareholder Quorum and Voting. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders.

If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law.

Section 7. Petition for Meeting. Whenever from want of sufficient bylaws, or of officers duly authorized, or from neglect or refusal of such officers, or from any other impediment, a legal meeting of this corporation cannot otherwise be called, the holders of one-third (1/3) or more of the stock of the Corporation may make written application to the County Judge of the county wherein it is desirable to hold such meeting, for a warrant directed to any of such shareholders directing him to call a meeting of the shareholders of the Corporation by giving the usual notice. When a meeting is called by such a warrant, the person to whom it is directed shall preside until a presiding officer is chosen, unless there be an officer present whose duty it may be to preside.

Section 8. Voting. Every shareholder having the right and entitled to vote at a meeting of shareholders shall be entitled, upon each proposal presented at the

meeting, to one vote for each share of voting stock recorded in has name on the books of the corporation on the record date fixed as provided in the next section of this Article, or if no such record date was fixed, on the day of the meeting. The books of record of shareholders shall be produced at any shareholder’s meeting upon the request of any shareholder.

Section 9. Record Date. The Board of Directors may fix a date not more than sixty (60) days prior to the date set for a meeting of shareholders as the record date as of which the shareholders of record who have the right to and are entitled to notice of, and to vote at, the meeting and any adjournment thereof shall be determined.

Section 10. Proxies. At any meeting of shareholders or any adjournment thereof, any shareholder of record having the right and entitled to vote thereat may be represented and vote by a proxy appointed by an instrument executed in writing by the shareholder or his attorney-in-fact: In the event that any such instrument shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or if only one be present, that one, shall have all of the powers conferred by the instrument upon all the persons so designated unless the instrument shall otherwise provide. Unless otherwise provided therein, no proxy shall be valid after the duration of eleven (11) months from the date thereof.

Section 11. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe, or in the absence of such provision, as the Board of Directors of such corporation may determine.

Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver maybe voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares

until the shares have been transferred into the name of the pledgee and thereafter the pledgee shall be entitled to vote the shares so transferred.

Shares of its own stock belonging to the Corporation or held by it in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.

Shares of stock held under a voting trust agreement shall be voted in accordance with the instructions, limitations, and conditions contained in such agreement.

Section 12. Action by Shareholders Without A Meeting. Any action required by law, these bylaws, or the Articles of Incorporation of this corporation to be taken, at any annual or special meeting of shareholders, or any action which may be taken at any annual or special meeting of shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, as is provided by law.

ARTICLE II

DIRECTORS

Section 1. Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors.

Section 2. Qualification. Directors need not be residents of this state nor shareholders of this corporation.

Section 3. Compensation. Shareholders shall have authority to fix the compensation of directors.

Section 4. Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest.

Section 5. Number. This corporation shall have at least two (2) directors. The shareholders may, from time to time, and at any time, at a duly constituted meeting, raise or lower the number of directors of this corporation, provided that they shall not lower the number below one.

Section 6. Election and Term. Each person named in the Articles of Incorporation as a member of the initial Board of Directors shall hold office until the first annual meeting of shareholders, and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death.

At the first annual meeting of shareholders and at each annual meeting thereafter the shareholders shall elect directors to hold office until the next succeeding annual meeting. Each director shall hold office for a term for which he is elected or until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death.

Section 7. Vacancies. Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders.

Section 8. Removal of Directors. At any meeting of shareholders any director or the entire Board of Directors may be removed, with or without cause, by a vote, of the holders of a majority of the shares then entitled to, vote at an election of directors, and new directors elected.

Section 9. Quorum and Voting. A majority of the number of directors fixed by these bylaws shall constitute a quorum for the transaction of business. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 10. Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in such resolution shall have and may exercise all the authority of the Board of Directors, except as is provided by law.

Section 11. Place of Meeting. Regular and special meetings of the Board of

Directors shall be field within or out of the State of Florida.

Section 12. Meetings. Meetings of the Board of Directors shall be held jointly with or immediately following the annual meeting of shareholders, and at such other times during the year as the majority of the Board of Directors may fix. Written notice of the time and place of meetings of the Board of Directors shall be given to each director by either personal delivery, telegram or cablegram at least one day before the meeting or by notice mailed to the director at least three days before the meeting.

Notice of a meeting of the Board of Directors need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, and waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a director states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors maybe called by the Chairman of the Board of Directors or by a majority of the Board of Directors.

Members of the Board of Directors may participate in a meeting of such board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 13. Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors, or any action which maybe taken at a meeting of the Board of Directors or a committee thereof, maybe taken, without a meeting if a consent in writing, setting forth the action so to be taken, signed by all the directors,

of all the members of the committee, as the case maybe, is filed in the minutes of the proceedings of the board or of the committee. Such consent shall have the same effect as a unanimous vote.

Section 14. Deadlock. If a majority of the Board of Directors is unable to agree on any matter at a meeting because of an even number of directors, this shall be deemed to have created a vacancy. If the directors then in office cannot then elect an additional director, then the meeting shall be adjourned for a period of one week. If the reconvened meeting cannot elect an additional director, then such reconvened meeting shall be adjourned and the matter or matters in dispute shall be submitted to the shareholders. The shareholders may intervene during the period of adjournment to take such action as they deem necessary, including but not limited to removal of one or all directors, or increasing the number of directors and reconvening the meeting of the Board of Directors.

ARTICLE III

OFFICERS

Section 1. Officers. The officers of this corporation shall consist of a Chief Executive Officer, a President, Vice Presidents, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors; in addition, the Board of Directors may elect a member of the Board of Directors to serve as Chairman of the Board of Directors, in which event, said Chairman of the Board of Directors shall also constitute an Executive Officer of this corporation, provided, however, that the shareholders may remove and appoint such officers as they may choose, with or without cause, at any time. Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors from time to time. Any two or more offices may be held by the same person.

Section 2. General Duties. All officers, assistant officers, and agents of the Corporation, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in these bylaws, or as may be determined by the resolution of the Board of Directors not inconsistent with these bylaws.

Section 3. Election, Term of Office and Qualification. The Chief Executive Officers, the President, one or more Vice Presidents, a Secretary and a Treasurer shall

be chosen annually by the board of Directors at its annual meeting, or as soon after such annual meeting as may conveniently be possible. Each officer shall hold office until his successor is chosen and qualified, or until he shall have resigned or shall have been removed in the manner provided in Section 4 of this Article.

Section 4. Removal. Any officer, assistant officer or agent elected or appointed by the Board of Directors may be removed, at any time, for any reason, by the affirmative vote of the majority of the Board of Directors or shareholders.

Section 5. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors, or any officer. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6. Vacancies. Any vacancy in any office because of death, resignation, removal or any other cause may be filled by the Board of Directors for the unexpired portion of the term.

Section 7. The Chief Executive Officer. The Chief Executive Officer, if any, in conjunction with, or in the place of, the President, shall be responsible for and control the general direction of the affairs of the Corporation, subject to the control of the Board of Directors.

Section 8. The President. The President shall be a principal executive officer of the Corporation and shall he responsible for and control the general direction of the affairs of the Corporation except as otherwise prescribed by the Board of Directors, and except to the extent that there exists a Chief Executive Officer.

Section 9. The Vice President. Each Vice President shall have the powers and duties incident to that office and shall have such other powers and duties as may be prescribed from time to time by the President. In the event of incapacity of the President, a Vice President designated the Board of Directors shall perform such duties of the President as the Board of Directors shall prescribe.

Section 10. The Secretary. The Secretary shall attend all sessions of the Board of Directors and all meetings of the shareholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice to the members of the Board of Directors of all meetings, and shall

perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision be shall be. The Secretary shall keep in safe custody the seal of the corporation.

Section 11. The Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all monies other valuable effects in the name and to the credit of the Corporation in such depositories as may designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and directors at the regular meetings of the Board of Directors, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. He shall give the Corporation a bond if required by the Board of Directors in a sum to be set by them, and with one or more sureties satisfactory to the Board of Directors, for the faithful performance of the duties of his office, and for the restoration to the Corporation in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever bind in his possession or under his control belonging to the Corporation.

Section 12. Delegation of Duties. In the case of the absence of an officer of the Corporation, or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may delegate for the time being the powers and duties of such officers to any other office or officers, or to any director or directors, or to any other individual or individuals.

Section 13. Salaries. The salary of the officers shall be fixed from time to time by the Board of Directors or the executive committee. No officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE IV

STOCK CERTIFICATES

Section 1. Authorized Issuance. This corporation may issue the shares of stock authorized by its Articles of Incorporation.

Section 2. Issuance. Every shareholder shall be entitled to have, for each kind, class or series of stock held, certificate certifying the number of shares thereof held of record by him. Certificates shall be signed by the President or a Vice President and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, and sealed with the seal of the corporation. The seal may be facsimile, engraved or printed. When such certificate is signed by (a) a transfer agent or an assistant transfer agent, other than the Corporation itself, or by (b) a transfer clerk acting on behalf of the Corporation and a registrar, the signature of any of those officers named herein may be facsimile.

In case any officer who signed, or whose facsimile signature has been used on any certificate shall cease to be such officer for any reason before the certificate has been delivered by the Corporation, such certificate may, nevertheless, be adopted by the Corporation and issued and delivered as though the person who signed it or whose facsimile signature has been used thereon had not ceased to be such officer.

Section 3. Form. It shall not be necessary to set forth in any stock certificate the provisions of the Articles of Incorporation showing the class or classes of stock authorized to be issued and the distinguishing characteristics thereof. Those provisions may be either (a) summarized on the face or back of the certificate, or (b) incorporated by reference made on the face or back of the certificate; the reference stating that a copy of the provisions, certified by an officer of the Corporation, will be furnished by the Corporation or its transfer agent, without cost, to and upon request of the certificate holder.

All certificates for shares shall be consecutively numbered or otherwise identified.

Section 4. Transfer. All certificates for shares transferred must be surrendered to the Corporation, properly endorsed, for cancellation. Such surrender shall be made by the transferor or by his duly authorized representative. No new certificate shall be issued unless the former certificate for a like number of shares has been surrendered and canceled; except that in the case of a lost, destroyed or mutilated certificate, a new one may be issued therefor on such terms and indemnity to the Corporation as the Board of Directors may prescribe.

No transfer of stock shall be valid against this corporation, its shareholders

(other than the transferor) or its creditors for any purpose except to render the transferee liable for debts of the Corporation to the extent required by law, until it shall have been registered upon the Corporation’s books.

ARTICLE V

BOOKS AND RECORDS

Section 1. Books and Records. This corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders Board of Directors and committees of directors.

This corporation shall keep at its registered office or principal place of business or with its attorney, a record of its shareholders, giving the names and addresses of all shareholders and the number of the shares held by each.

Any books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.

Section 2. Shareholders’ Inspection Rights. Any person who shall have been a holder of record of shares or of voting trust certificates therefor, for at least six months immediately preceding his demand or shall be the holder of record of, or the holder of record of voting trust certificates for, at least five percent of the outstanding shares of the corporation, upon written demand stating the purpose thereof shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose its relevant books and records of accounts, minutes and records of shareholders and to make extracts therefrom.

Section 3. Financial Information.

a. Not later than four months after the close of each fiscal year, this corporation shall prepare a balance sheet showing in reasonable detail the financial condition of the Corporation as of the close if its fiscal year, and a profit and loss statement showing the results of the operations of the Corporation during its fiscal year. This provision may be waived by vote of the shareholders.

b. Upon the written request of any shareholder or holder of voting trust certificates for shares of the Corporation, the Corporation shall mail to each shareholder or holder of voting trust certificates a copy of the most recent such balance sheet and profit and loss statement.

c. The balance sheets and profits and loss statements shall be filed in the registered office of the Corporation in this state, shall be kept for at least five years, and shall be subject to inspection during business hours by any shareholder or holder of voting trust certificates, in person or by agent.

ARTICLE VI

DIVIDENDS

Section 1. Dividends. The Board of Directors of this corporation may, from time to time, declare and the Corporation may pay dividends on its shares in cash, property or its own shares, except when the Corporation is insolvent or when the payment thereof would render the Corporation insolvent, subject to the provisions of the Florida Statutes.

Sections 2. Record Date. The Board of Directors may fix a date as the record date for the determination of shareholders entitled to receive payment of a dividend. If no such date is fixed, the dividend shall be payable to the shareholders of record on the date when the dividend is paid.

ARTICLE VII

CORPORATE SEAL

The Board of Directors shall provide a corporate seal for the Corporation.

ARTICLE VIII

AMENDMENT

These bylaws may be altered, amended or repealed, and new bylaws maybe adopted by either the Board of Directors or the shareholders, but the Board of Directors may not alter, amend or repeal any bylaw adopted by the shareholders if the shareholders specifically prescribe in such bylaw that it shall not be altered, amended or repealed by the directors.

ARTICLE IX

INDEMNIFICATION

The corporation shall indemnify to the fullest extent permitted by the Florida Business Corporation Act any person who has been made, or is threatened to be made,

a party to an action, suit, or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including an action, suit, or proceeding by or in the right of the corporation), by reason of the fact that the person is or was a director or officer of the corporation, or a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974 with respect to an employee benefit plan of the corporation, or serves or served at the request of the corporation as a director or as an officer, or as a fiduciary of an employee benefit plan, of another corporation, partnership, joint venture, trust, or other enterprise.

EX-3.35 30 a2203045zex-3_35.htm EX-3.35

Exhibit 3.35

CHERRY HILL SAND & GRAVEL COMPANY, INC.
ARTICLES OF INCORPORATION

(Under Section 4)

First: We, the undersigned, James R. Offutt, whose post office address is 1319 South Monroe Street, Arlington, Virginia 22204; James L. McHugh, Jr., whose post office address is 5911 Ramsgate Road, Bethesda, Maryland 20014; and James M. Proctor, whose post office address is 5526 Johnson Avenue, Bethesda, Maryland 20034; each being at least twenty-one years of age, do hereby associate ourselves as incorporators with the intention of forming a corporation under and by virtue of the general laws of the State of Maryland.

Second: The name of the corporation (which is hereinafter called the “corporation”) is Cherry Hill Sand & Gravel Company, Inc.

Third: The purposes for which the corporation is formed are as follows:

To carry on and conduct a general engineering, contracting and subcontracting business including therein designing, excavation, constructing, enlarging, repairing, removing, or otherwise engaging in any work upon buildings, homes, roads, highways, manufacturing plants, bridges, piers, docks, tunnels, mines, shafts, waterworks, railroads, railway structures, and all iron, steel, wood, masonry, earth or other construction, and to extend and receive any contracts or assignments of contracts therefore, or in relation thereto, or connected therewith, and to manufacture or otherwise furnish building materials and supplies connected therewith or with projects of other contractors, to purchase, acquire, hold, improve, sell, convey, assign, release, mortgage, encumber, lease, hire and deal in real and personal property of every name and nature; and generally to engage in and carry on any other business or activity which may be conveniently conducted in conjunction with any of the business of the corporation or may be

necessary, proper or expedient or may in any way pertain to the principal objects as aforesaid, to the extent that natural persons might or could do.

Fourth: The post office of the principal office of the corporation in this State is Box 292A, Washington Boulevard, Jessup, Maryland 20794. The name and post office address of the resident agent of the corporation in this State are James M. Proctor, 5526 Johnson Avenue, Bethesda, Maryland 20034. Said resident agent is a citizen of this State and actually resides herein.

Fifth: The total number of shares of stock which the corporation has authority to issue is One Thousand (1,000) shares of the par value of One Hundred Dollars ($100.00) a share, all of one class, and having an aggregate par value of One Hundred Thousand Dollars ($100,000.00).

Sixth: The number of directors of the corporation shall be three (3), which number may be increased or decreased pursuant to the by-laws of the corporation, but shall never be less than three; and the names of the directors who shall act until the first annual meeting or until their successors are duly chosen and qualified are Rocco Luppino, James Oppenshaw and Lantz Willard.

Seventh: The following provision is hereby adopted for the purpose of defining, limiting and regulating the powers of the corporation and of the directors and stockholders:

The board of directors of the corporation is hereby empowered to authorize the issuance from time to time of shares of its stock of any class, whether now or hereafter authorized, or securities convertible into shares of its stock of any class or classes, whether now or hereafter authorized.

Eighth: The duration of the corporation shall be perpetual.

IN WITNESS WHEREOF, we have signed these Articles of Incorporation on May 1, 1968.

Witness:

	/s/James R. Offutt
	James R. Offutt

	/s/James L. McHugh, Jr.
	James L. McHugh, Jr.

	/s/James M. Proctor
	James M. Proctor

EX-3.36 31 a2203045zex-3_36.htm EX-3.36

Exhibit 3.36

CHERRY HILL SAND & GRAVEL COMPANY, INC.

ARTICLES OF AMENDMENT

Cherry Hill Sand & Gravel Company, Inc., a Maryland corporation having its principal office in Jessup, Maryland, (hereinafter called the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The Charter of the Corporation is hereby amended by striking out Article Fifth of the Articles of Incorporation and inserting in lieu thereof the following:

“FIFTH: The total number of shares of stock which the Corporation has authority to issue is Ninety One Thousand (91,000) Shares having an aggregate par value of One Hundred Thousand Dollars ($100,000.00) of which One Thousand (1,000) Shares of Class A Common Stock having a par value of Ten Dollars ($10.00) a Share with an aggregate par value of Ten Thousand Dollars ($10,000.00), and Ninety Thousand (90,000) Shares of Class B Common Stock having a par value of One Dollar ($1.00) a Share with an aggregate par value of Ninety Thousand Dollars ($90,000.00).

Each class of stock shall be similar in all respects in preferences, conversion, restrictions, limitations as to dividends, qualification and other rights except that Class A stock shall have one vote per share issued and outstanding and Class B stock shall have no vote whatsoever.

SECOND: The Board of Directors of the Corporation by written consent, signed by all members of the Board and filed with the minutes of proceedings of such Board, adopted a resolution in which was set forth the foregoing amendment to the Charter, declaring that the said amendment of the Charter was advisable and directing that it be submitted to the stockholders of the Corporation for action thereon by written consent signed by all the stockholders of the Corporation.

THIRD: The amendment of the Charter of the Corporation as hereinabove set forth was approved by the stockholders of the Corporation by a written consent signed by all the stockholders of the Corporation and filed with the records of the Corporation.

FOURTH: The amendment of the Charter of the Corporation as hereinabove set forth has been duly advised by the Board of Directors and approved by the stockholders of the Corporation.

FIFTH: (a) The total number of shares of all classes of stock for the corporation heretofore authorized, and the number and par value of the shares of each class are as follows:

The total number of shares of stock which the corporation has authority to issue is One Thousand (1,000) shares of the par value of One Hundred Dollars ($100.00) a share, all of one class, and having an aggregate par value of One Hundred Thousand Dollars ($100,000.00).

(b) The total number of shares of all classes of stock of the Corporation as increased, and the number and par value of the shares of each class are as follows:

The total number of shares of stock which the Corporation has authority to issue is Ninety One Thousand (91,000) Shares having an aggregate par value of One Hundred Thousand Dollars ($100,000.00) of which One Thousand (1,000) Shares of Class A Common Stock having a par value of Ten Dollars ($10.00) a Share with an aggregate par value of Ten Thousand Dollars ($10,000.00), and Ninety Thousand (90,000) Shares of Class B Common Stock having a par value of One Dollar ($1.00) a Share with an aggregate par value of Ninety Thousand Dollars ($90,000.00).

IN WITNESS WHEREOF, Cherry Hill Sand & Gravel Company, Inc., has caused these presents to be signed in it name and on its behalf by its President or Vice President, and its corporate seal to be hereunto affixed and attested by its Secretary on this 30th day of April, 1970.

ATTEST:	CHERRY HILL SAND & GRAVEL COMPANY, INC.


(signature not legible)		By:	/s/Larry Willard
Secretary			President

EX-3.37 32 a2203045zex-3_37.htm EX-3.37

Exhibit 3.37

CHERRY HILL SAND & GRAVEL COMPANY, INC.

ARTICLES OF AMENDMENT

FIRST: The Charter of the Corporation is hereby amended by striking out Article Sixth of the Articles of incorporation and inserting in lieu thereof the following:

“SIXTH: The number of directors of the corporation shall be not less than the number of stockholders of the corporation; and. the name of the director who shall act until the first annual meeting or until his successor is duly chosen and qualified is James A. Openshaw, Jr.”

FOURTH: The amendment of the Charter of the Corporation as hereinabove set forth has been duly advised by the Board of Directors and approved by the stockholders of the Corporation.

IN WITNESS WHEREOF, Cherry Hill Sand & Gravel Company, Inc., has caused these presents to be signed in its name and on its behalf by its President or Vice President, and its corporate seal to be hereunto affixed and attested by its Secretary on this 17th day of July, 1978, and its President acknowledges that these Articles of Amendment are the act and deed of Cherry Hill Sand & Gravel Company, Inc. and under the penalties of perjury that the matters and facts set forth are true in all material respects to the best of his information, knowledge and belief.

ATTEST:	CHERRY HILL SAND & GRAVEL COMPANY, INC.

/s/Elizabeth A. Bradley	By	/s/James A. Openshaw
Secretary		President

EX-3.38 33 a2203045zex-3_38.htm EX-3.38

Exhibit 3.38

CHERRY HILL SAND & GRAVEL COMPANY, INC.

ARTICLES OF AMENDMENT

Cherry Hill Sand & Gravel Company, Inc., a Maryland corporation having its principal office in Jessup, Maryland (hereinafter referred to as “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that;

FIRST: The Articles of Incorporation of Cherry Hill Sand & Gravel Company, Inc. are hereby amended by adding the following paragraph to Article THIRD:

“To enter into, execute and perform contracts to, and to otherwise, purchase or sell, either directly or through a broker or dealer, any commodity for future delivery, to purchase or sell future contracts and to otherwise undertake hedging transactions.”

SECOND: The Board of Directors of the Corporation by written consent, signed by all members of the Board and filed with the minutes of proceedings of such Board, adopted a resolution in which was set forth the foregoing amendment to the Articles of Incorporation, declaring that the said amendment of the Articles of Incorporation was advisable and directing that it be submitted to the stockholders of the Corporation for action thereon by written consent of the stockholders of the Corporation.

THIRD: The amendment of the Articles of Incorporation as hereinabove set forth by Consent dated May 6, 1979, signed by all of the stockholders of the Corporation was approved by all of the stockholders of the Corporation.

FOURTH: The amendment of the Articles of Incorporation of the Corporation as hereinabove set forth has been duly advised by the Board of Directors and approved by the stockholders of the Corporation.

IN WITNESS WHEREOF, Cherry Hill Sand & Gravel Company, Inc., has caused these presents to be signed by its name and on its behalf by its President and its corporate seal to be hereunto affixed and attested by its Secretary on this 6th day of May, 1979.

ATTEST:	CHERRY HILL SAND & GRAVEL COMPANY, INC.

/s/Elizabeth A. Bradley	By	/s/James A. Openshaw
Elizabeth Bradley,		James A. Openshaw,
Secretary		President

EX-3.39 34 a2203045zex-3_39.htm EX-3.39

Exhibit 3.39

CHERRY HILL SAND & GRAVEL COMPANY, INC.

ARTICLES OF AMENDMENT

CHERRY HILL, SAND & GRAVEL COMPANY, INC., a Maryland corporation, having its principal office in Jessup, Maryland (the “Corporation”), hereby certifies to the Maryland State Department of Assessments and Taxation that:

FIRST: The charter of the Corporation is hereby amended by striking in its entirety Article SECOND and by inserting in lieu thereof the following:

“SECOND: The name of the corporation (which is hereinafter called the “Corporation”) is

CHERRY HILL CONSTRUCTION, INC.”

SECOND: The Board of Directors of the Corporation duly advised the foregoing amendment by unanimous written consent On November 26, 1984. The stockholders of the Corporation approved the foregoing amendment by unanimous written consent on November 26, 1984.

IN WITNESS WHEREOF, CHERRY HILL SAND & GRAVEL COMPANY, INC. has caused these presents to be signed in its name and on its behalf by its President and attested by its Secretary on November 26, 1984.

	CHERRY HILL SAND & GRAVEL
ATTEST:	COMPANY, INC.


/s/Janet M. Vernon	By:	/s/James A. Openshaw
Janet M. Vernon, Secretary		James A. Openshaw, Jr., President

The Undersigned, president of CHERRY HILL SAND & GRAVEL COMPANY, INC., who executed on behalf of said corporation the foregoing Articles of Amendment, of which this certificate is made a part, hereby acknowledges in the name and on behalf of said corporation, the foregoing Articles of Amendment to be the corporate act of said corporation and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury.

	CHERRY HILL SAND & GRAVEL
	COMPANY, INC.


	By:	/s/James A. Openshaw
		James A. Openshaw, Jr., President

EX-3.40 35 a2203045zex-3_40.htm EX-3.40

Exhibit 3.40

CHERRY HILL CONSTRUCTION, INC.

AMENDED AND RESTATED BYLAWS

ARTICLE I

OFFICES

Section 1. PRINCIPAL OFFICE. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate.

Section 2. ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal executive office, at such places as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. PLACE. All meetings of stockholders shall be held at the principal executive office of the Corporation or at such other place as shall be set by the Board of Directors and noted in the notice of the meeting.

Section 2. ANNUAL MEETING. An annual meeting of the stockholders for the election of directors and the transaction of any business within the powers of the Corporation shall be held on a date and at the time set by the Board of Directors during the month of May in each year.

Section 3. SPECIAL MEETINGS. The chairman of the board, president, chief executive officer or Board of Directors may call special meetings of the stockholders. Special meetings of stockholders shall also be called by the secretary of the Corporation upon the written request of the holders of shares entitled to cast not less than a majority of all the votes entitled to be cast at such meeting. Such request shall state the purpose of such meeting and the matters proposed to be acted on at such meeting. The secretary shall inform such stockholders of the reasonably estimated cost of preparing and mailing notice of the meeting and, upon payment to the Corporation by such stockholders of such costs, the secretary shall give notice to each stockholder entitled to notice of the meeting.

Section 4. NOTICE. Not less than ten nor more than 90 days before each meeting of stockholders, the secretary shall give to each stockholder entitled to vote at such meeting and to each stockholder not entitled to vote who is entitled to notice of the meeting written or printed notice stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, either by, mail, by presenting it to such stockholder personally, by leaving it at the stockholder’s residence or usual place of business or any other means permitted by Maryland law. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at the stockholder’s address as it appears on the records of the Corporation, with postage thereon prepaid.

Any business of the Corporation may be transacted at an annual meeting of stockholders without being specifically designated in the notice, except such business as is required by any statute to be stated in such notice. No business shall be transacted at a special meeting of stockholders except as specifically designated in the notice.

Section 5. ORGANIZATION AND CONDUCT. Every meeting of stockholders shall be conducted by an individual appointed by the Board of Directors to be chairman of the meeting or, in the absence of such appointment, by the chairman of the board or, in the case of -a vacancy in the office or absence of the chairman of the board, by one of the following officers present at the meeting: the vice chairman of the board, if there be one, the president, the vice presidents in their order of rank and seniority, or, in the absence of such officers, a chairman chosen by the stockholders by the vote of a majority of the votes cast by stockholders present in person or by proxy. The secretary, or, in the secretary’s absence, an assistant secretary, or in the absence of both the secretary and assistant secretaries, a person appointed by the Board of Directors or, in the absence of such appointment, a person appointed by the chairman of the meeting shall act as secretary. In the event that the secretary presides at a meeting of the stockholders, an assistant-secretary, or in the absence of assistant secretaries, an individual appointed by the Board of Directors or the chairman of the meeting, shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of stockholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairman, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to stockholders of record of the Corporation, their duly authorized proxies and other such individuals as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to stockholders of record of the Corporation entitled to vote on such matter, their duly authorized proxies and other such individuals as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments by participants; (e) determining when the polls should be opened and closed; (f) maintaining order and security at the meeting; (g) removing any stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; and (h) concluding a meeting or recessing or adjourning the meeting to a later date and time and at a place announced at the meeting. Unless otherwise determined by the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 6. QUORUM. At any meeting of stockholders, the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting on any matter shall constitute a quorum; but this section shall not affect any requirement under any statute or the charter of the Corporation for the vote necessary for the adoption of any measure. If, however, such quorum shall not be present at any meeting of the stockholders, the chairman of the meeting shall have the power to adjourn the meeting from time to time to a date not more than 120 days after the original record date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

The stockholders present either in person or by proxy, at a meeting which has been duly called and convened, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 7. VOTING. Subject to the following sentence, a plurality of all the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to

elect a director. In an election of directors that is contested, each director shall be elected by the affirmative vote of the holders of a majority of the shares of stock outstanding and entitled to vote thereon; provided, however, that a plurality of all the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to elect a director in a second consecutive contested election of directors. Each share may be voted for as many individuals as there are directors to be elected and for whose election the share is entitled to be voted. A majority of the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to approve any other matter which may properly come before the meeting, unless more than a majority of the votes cast is required by statute or by the charter of the Corporation. Unless otherwise provided by statute or by the charter, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders. Voting on any question or in any election may be viva voce unless the chairman of the meeting shall order that voting be by ballot.

Section 8. PROXIES. A stockholder may cast the votes entitled to be cast by the shares of stock owned of record by the stockholder in person or by proxy executed by the stockholder or by the stockholder’s duly authorized agent in any manner permitted by law. Such proxy or evidence of authorization of such proxy shall be filed with the secretary of the Corporation before or at the meeting. No proxy shall be valid more than eleven months after its date unless otherwise provided in the proxy.

Section 9. VOTING OF STOCK BY CERTAIN HOLDERS. Stock of the Corporation registered in the name of a corporation, partnership, trust or other entity, if entitled to be voted, may be voted by the president or a vice president, a general partner or trustee thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless some other person who has been appointed to vote such stock pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or agreement of the partners of a partnership presents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such stock. Any director or other fiduciary may vote stock registered in his or her name as such fiduciary, either in person or by proxy.

Shares of stock of the Corporation directly or indirectly owned by it shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total number of outstanding shares at any given time.

The Board of Directors may adopt by resolution a procedure by which a stockholder may certify in writing to the Corporation that any shares of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder. The resolution shall set forth the class of stockholders who may make the certification, the purpose for which the certification may be made, the form of certification and the information to be contained in it; if the certification is with respect to a record date or closing of the stock transfer books, the time after the record date or closing of the stock transfer books within which the certification must be received by the Corporation; and any other provisions with respect to the procedure which the Board of Directors considers necessary or desirable. On receipt of such certification, the person specified in the certification shall be regarded as, for the purposes set forth in the certification, the stockholder of record of the specified stock in place of the stockholder who makes the certification.

Section 10. INSPECTORS. The Board of Directors, in advance of any meeting, may, but need not, appoint one or more individual inspectors or one or more entities that designate individuals as inspectors to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In

case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the Board of Directors in advance of the meeting or at the meeting by the chairman of the meeting. The inspectors, if any, shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. Each such report shall be in writing and signed by him or her or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

Section 11. CONTROL SHARE ACQUISITION ACT. Notwithstanding any other provision of the charter of the Corporation or these Bylaws, Title 3, Subtitle 7 of the Maryland General Corporation Law (the “MGCL”), or any successor statute shall not apply to any acquisition by any person of shares of stock of the Corporation. This section may be repealed, in whole or in part, at any time, whether before or after an acquisition of control shares and, upon such repeal, may, to the extent provided by any successor bylaw, apply to any prior or subsequent control share acquisition.

Section 12. STOCKHOLDERS’ CONSENT IN LIEU OF MEETING. Any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting (a) if a unanimous consent setting forth the action is given in writing or by electronic transmission by each stockholder entitled to vote on the matter and filed with the minutes of proceedings of the stockholders or (b) if the action is advised, and submitted to the stockholders for approval, by the Board of Directors and a consent in writing or by electronic transmission of stockholders entitled to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting of stockholders is delivered to the Corporation in accordance with the MGCL. The Corporation shall give notice of any action taken by less than unanimous consent to each stockholder not later than ten days after the effective time of such action.

ARTICLE III

DIRECTORS

Section 1. GENERAL POWERS. The business and affairs of the Corporation shall be managed under the direction of its Board of Directors.

Section 2. NUMBER, TENURE AND QUALIFICATIONS. At any regular meeting or at any special meeting called for that purpose, a majority of the entire Board of Directors may establish, increase or decrease the number of directors, provided that the number thereof shall never be less than the minimum number required by the MGCL, nor more than 15, and further provided that the tenure of office of a director shall not be affected by any decrease in the number of directors.

Section 3. ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of Directors shall be held immediately after and at the same place as the annual meeting of stockholders, no notice other than this Bylaw being necessary. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors. The Board of Directors may provide, by resolution, the time and place for the holding of regular meetings of the Board of Directors without other notice than such resolution.

Section 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the chairman of the board, the chief executive officer, the president or by a majority of the directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix any place as the place for holding any special meeting of the Board of Directors called by them. The Board of Directors may provide, by resolution, the time and place for the holding of special meetings of the Board of Directors without other notice than such resolution.

Section 5. NOTICE. Notice of any special meeting of the Board of Directors shall be delivered personally or by telephone, electronic mail, facsimile transmission, United States mail or courier to each director at his or her business or residence address. Notice by personal delivery, telephone, electronic mail or facsimile transmission shall be given at least 24 hours prior to the meeting. Notice by United States mail shall be given at least three days prior to the meeting. Notice by courier shall be given at least two days prior to the meeting. Telephone notice shall be deemed to be given when the director or his or her agent is personally given such notice in a telephone call to which the director or his or her agent is a party. Electronic mail notice shall be deemed to be given upon transmission of the message to the electronic mail address given to the Corporation by the director. Facsimile transmission notice shall be deemed to be given upon completion of the transmission of the message to the number given to the Corporation by the director and receipt of a completed answer-back indicating receipt. Notice by United States mail shall be deemed to be given when deposited in the United States mail properly addressed, with postage thereon prepaid. Notice by courier shall be deemed to be given when deposited with or delivered to a courier properly addressed. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be stated in the notice, unless specifically required by statute or these Bylaws.

Section 6. QUORUM. A majority of the directors shall constitute a quorum for transaction of business at any meeting of the Board of Directors, provided that, if less than a majority of such directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice, and provided further that if, pursuant to applicable law, the charter of the Corporation or these Bylaws, the vote of a majority of a particular group of directors is required for action, a quorum must also include a majority of such group.

The directors present at a meeting which has been duly called and convened may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

Section 7. VOTING. The action of the majority of the directors present at a meeting at which a quorum is present shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the charter or these Bylaws. If enough directors have withdrawn from a meeting to leave less than a quorum but the meeting is not adjourned, the action of the majority of that number of directors necessary to constitute a quorum at such meeting shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the charter or these Bylaws.

Section 8. ORGANIZATION. At each meeting of the Board of Directors, the chairman of the board or, in the absence of the chairman, the vice chairman of the board, if any, shall act as chairman of the meeting. In the absence of both the chairman and vice chairman of the board, the chief executive officer or in the absence of the chief executive officer, the president or in the absence of the president, a director chosen by a majority of the directors present, shall act as chairman of the meeting. The secretary or, in his or her absence, an assistant secretary of the Corporation, or in the absence of the secretary and all assistant secretaries, a person appointed by the Chairman, shall act as

secretary of the meeting.

Section 9. TELEPHONE MEETINGS. Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 10. CONSENT BY DIRECTORS WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each director and is filed with the minutes of proceedings of the Board of Directors.

Section 11. VACANCIES. If for any reason any or all the directors cease to be directors, such event shall not terminate the Corporation or affect these Bylaws or the powers of the remaining directors hereunder. Prior to the effectiveness of the Corporation’s election in Article V of the charter, any vacancy on the Board of Directors may be filled in the manner otherwise permitted by the MGCL. Any vacancy on the Board of Directors for any cause other than an increase in the number of directors shall be filled by a majority of the remaining directors, even if such majority is less than a quorum. Any vacancy in the number of directors created by an increase in the number of directors may be filled by a majority vote of the entire Board of Directors. Any individual so elected as director shall serve until the next annual meeting of stockholders and until his or her successor is elected and qualifies.

Section 12. COMPENSATION. Directors shall not receive any stated salary for their services as directors but, by resolution of the Board of Directors, may receive compensation per year and/or per meeting and/or per visit to real property or other facilities owned or leased by the Corporation and for any service or activity they performed or engaged in as directors. Directors may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the Board of Directors or of any committee thereof and for their expenses, if any, in connection with each property visit and any other service or activity they performed or engaged in as directors; but nothing herein contained shall be construed to preclude any directors from serving the Corporation in any other capacity and receiving compensation therefor.

Section 13. LOSS OF DEPOSITS. No director shall be liable for any loss which may occur by reason of the failure of the bank, trust company, savings and loan association, or other institution with whom moneys or stock have been deposited.

Section 14. SURETY BONDS. Unless required by law, no director shall be obligated to give any bond or surety or other security for the performance of any of his or her duties.

Section 15. RELIANCE. Each director, officer, employee and agent of the Corporation shall, in the performance of his or her duties with respect to the Corporation, be fully justified and protected with regard to any act or failure to act in reliance in good faith upon the books of account or other records of the Corporation, upon an opinion of counsel or upon reports made to the Corporation by any of its officers or employees or by the adviser, accountants, appraisers or other experts or consultants selected by the Board of Directors or officers of the Corporation, regardless of whether such counsel or expert may also be a director.

Section 16. CERTAIN RIGHTS OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS. The directors shall have no responsibility to devote their full time to the affairs of the Corporation. Any director or officer, employee or agent of the Corporation, in his or her personal

capacity or in a capacity as an affiliate, employee, or agent of any other person, or otherwise, may have business interests and engage in business activities similar to, in addition to or in competition with those of or relating to the Corporation.

ARTICLE IV

COMMITTEES

Section 1. NUMBER, TENURE AND QUALIFICATIONS. The Board of Directors may appoint from among its members an Executive Committee, an Audit Committee, a Compensation Committee and other committees, composed of one or more directors, to serve at the pleasure of the Board of Directors.

Section 2. POWERS. The Board of Directors may delegate to committees appointed under Section 1 of this Article any of the powers of the Board of Directors, except as prohibited by law.

Section 3. MEETINGS. Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board of Directors. A majority of the members of the committee shall constitute a quorum for the transaction of business at any meeting of the committee. The act of a majority of the committee members present at a meeting shall be the act of such committee. The Board of Directors may designate a chairman of any committee, and such chairman or, in the absence of a chairman, any two members of any committee (if there are at least two members of the Committee) may fix the time and place of its meeting unless the Board shall otherwise provide. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint another director to act in the place of such absent member. Each committee shall keep minutes of its proceedings.

Section 4. TELEPHONE MEETINGS. Members of a committee of the Board of Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 5. CONSENT BY COMMITTEES WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of a committee of the Board of Directors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each member of the committee and is filed with the minutes of proceedings of such committee.

Section 6. VACANCIES. Subject to the provisions hereof, the Board of Directors shall have the power at any time to change the membership of any committee, to fill all vacancies, to designate alternate members to replace any absent or disqualified member or to dissolve any such committee.

ARTICLE V

OFFICERS

Section 1. GENERAL PROVISIONS. The officers of the Corporation shall include a president, a secretary and a treasurer and may include a chairman of the board, a vice chairman of the board, a chief executive officer, one or more vice presidents, a chief operating officer, a chief financial officer, one or more assistant secretaries and one or more assistant treasurers. In addition,

the Board of Directors may from time to time elect such other officers with such powers and duties as they shall deem necessary or desirable. The officers of the Corporation shall be elected annually by the Board of Directors, except that the chief executive officer or president may from time to time appoint one or more vice presidents, assistant secretaries and assistant treasurers or other officers. Each officer shall hold office until his or her successor is elected and qualifies or until his or her death, or his or her resignation or removal in the manner hereinafter provided. Any two or more offices except president and vice president may be held by the same person. Election of an officer or agent shall not of itself create contract rights between the Corporation and such officer or agent.

Section 2. REMOVAL AND RESIGNATION. Any officer or agent of the Corporation may be removed, with or without cause, by the Board of Directors if in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the Board of Directors, the chairman of the board, the president or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the notice of resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if any, of the Corporation.

Section 3. VACANCIES. A vacancy in any office may be filled by the Board of Directors for the balance of the term.

Section 4. CHIEF EXECUTIVE OFFICER. The Board of Directors may designate a chief executive officer. In the absence of such designation, the chairman of the board shall be the chief executive officer of the Corporation. The chief executive officer shall have general responsibility for implementation of the policies of the Corporation, as determined by the Board of Directors, and for the management of the business and affairs of the Corporation. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of chief executive officer and such other duties as may be prescribed by the Board of Directors from time to time.

Section 5. CHIEF OPERATING OFFICER. The Board of Directors may designate a chief operating officer. The chief operating officer shall have the responsibilities and duties set forth by the Board of Directors or the chief executive officer.

Section 6. CHIEF FINANCIAL OFFICER. The Board of Directors may designate a chief financial officer. The chief financial officer shall have the responsibilities and duties as set forth by the Board of Directors or the chief executive officer.

Section 7. CHAIRMAN OF THE BOARD. The Board of Directors shall designate a chairman of the board. The chairman of the board shall preside over the meetings of the Board of Directors and of the stockholders at which he shall be present. The chairman of the board shall perform such other duties as may be assigned to him or her by the Board of Directors.

Section 8. PRESIDENT. In the absence of the chief executive officer, the president shall in general supervise and control all of the business and affairs of the Corporation. In the absence of a designation of a chief operating officer by the Board of Directors, the president shall be the chief operating officer. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or

by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

Section 9. VICE PRESIDENTS. In the absence of the president or in the event of a vacancy in such office, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated at the time of their election or, in the absence of any designation, then in the order of their election) shall perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president; and shall perform such other duties as from time to time may be assigned to such vice president by the president or by the Board of Directors. The Board of Directors may designate one or more vice presidents as executive vice presidents, senior vice presidents, or as vice president for particular areas of responsibility.

Section 10. SECRETARY. The secretary shall (a) keep the minutes of the proceedings of the stockholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation; (d) keep a register of the post office address of each stockholder which shall be furnished to the secretary by such stockholder; (e) have general charge of the stock transfer books of the Corporation; and (f) in general perform such other duties as from time to time may be assigned to him by the chief executive officer, the president or by the Board of Directors.

Section 11. TREASURER. The treasurer shall have the custody of the funds and securities of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. In the absence of a designation of a chief financial officer by the Board of Directors, the treasurer shall be the chief financial officer of the Corporation.

The treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and Board of Directors, at the regular meetings of the Board of Directors or whenever it may so require, an account of all his or her transactions as treasurer and of the financial condition of the Corporation.

If required by the Board of Directors, the treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his or her office and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, moneys and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

Section 12. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or treasurer, respectively, or by the president or the Board of Directors. The assistant treasurers shall, if required by the Board of Directors, give bonds for the faithful performance of their duties in such sums and with such surety or sureties as shall be satisfactory to the Board of Directors.

Section 13. SALARIES. The salaries and other compensation of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such

salary or other compensation by reason of the fact that he is also a director.

ARTICLE VI

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. CONTRACTS. The Board of Directors, the Executive Committee or another committee of the Board of Directors within the scope of its delegated authority may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other document shall be valid and binding upon the Corporation when duly authorized or ratified by action of the Board of Directors or the Executive Committee or such other committee and executed by an authorized person.

Section 2. CHECKS AND DRAFTS. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or agent of the Corporation in such manner as shall from time to time be determined by the Board of Directors.

Section 3. DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may designate.

ARTICLE VII

STOCK

Section 1. CERTIFICATES; REQUIRED INFORMATION. In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be signed by the officers of the Corporation in the manner permitted by the MGCL and contain the statements and information required by the MGCL. In the event that the Corporation issues shares of stock without certificates, the Corporation shall provide to record holders of such shares a written statement of the information required by the MGCL to be included on stock certificates.

Section 2. TRANSFERS. Upon surrender to the Corporation or the transfer agent of the Corporation of a stock certificate duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

The Corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Maryland.

Notwithstanding the foregoing, transfers of shares of any class of stock will be subject in all respects to the charter of the Corporation and all of the terms and conditions contained therein.

Section 3. REPLACEMENT CERTIFICATE. Any officer designated by the Board of Directors may direct a new certificate to be issued in place of any certificate previously issued by the Corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed. When authorizing the issuance of

a new certificate, an officer designated by the Board of Directors may, in his or her discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or the owner’s legal representative to advertise the same in such manner as he shall require and/or to give bond, with sufficient surety, to the Corporation to indemnify it against any loss or claim which may arise as a result of the issuance of a new certificate.

Section 4. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board of Directors may set, in advance, a record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make a determination of stockholders for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than 90 days and, in the case of a meeting of stockholders, not less than ten days, before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken.

In lieu of fixing a record date, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not longer than 20 days. If the stock transfer books are closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten days before the date of such meeting.

If no record date is fixed and the stock transfer books are not closed for the determination of stockholders, (a) the record date for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day on which the notice of meeting is mailed or the 30th day before the meeting, whichever is the closer date to the meeting; and (b) the record date for the determination of stockholders entitled to receive payment of a dividend or an allotment of any other rights shall be the close of business on the day on which the resolution of the directors, declaring the dividend or allotment of rights, is adopted.

When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof, except when (i) the determination has been made through the closing of the transfer books and the stated period of closing has expired or (ii) the meeting is adjourned to a date more than 120 days after the record date fixed for the original meeting, in either of which case a new record date shall be determined as set forth herein.

Section 5. STOCK LEDGER. The Corporation shall maintain at its principal office or at the office of its counsel, accountants or transfer agent, an original or duplicate share ledger containing the name and address of each stockholder and the number of shares of each class held by such stockholder.

Section 6. FRACTIONAL STOCK; ISSUANCE OF UNITS. The Board of Directors may issue fractional stock or provide for the issuance of scrip, all on such terms and under such conditions as they may determine. Notwithstanding any other provision of the charter or these Bylaws, the Board of Directors may issue units consisting of different securities of the Corporation. Any security issued in a unit shall have the same characteristics as any identical securities issued by the Corporation, except that the Board of Directors may provide that for a specified period securities of the Corporation issued in such unit may be transferred on the books of the Corporation only in such unit.

ARTICLE VIII

ACCOUNTING YEAR

The Board of Directors shall have the power, from time to time, to fix the fiscal year of the Corporation by a duly adopted resolution.

ARTICLE IX

DISTRIBUTIONS

Section 1. AUTHORIZATION. Dividends and other distributions upon the stock of the Corporation may be authorized by the Board of Directors, subject to the provisions of law and the charter of the Corporation. Dividends and other distributions may be paid in cash, property or stock of the Corporation, subject to the provisions of law and the charter.

Section 2. CONTINGENCIES. Before payment of any dividends or other distributions, there may be set aside out of any assets of the Corporation available for dividends or other distributions such sum or sums as the Board of Directors may from time to time, in its absolute discretion, think proper as a reserve fund for contingencies, for equalizing dividends or other distributions, for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors shall determine to be in the best interest of the Corporation, and the Board of Directors may modify or abolish any such reserve.

ARTICLE X

INVESTMENT POLICY

Subject to the provisions of the charter of the Corporation, the Board of Directors may from time to time adopt, amend, revise or terminate any policy or policies with respect to investments by the Corporation as it shall deem appropriate in its sole discretion.

ARTICLE XI

SEAL

Section 1. SEAL. The Board of Directors may authorize the adoption of a seal by the Corporation. The seal shall contain the name of the Corporation and the year of its incorporation and the words “Incorporated Maryland.” The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof.

Section 2. AFFIXING SEAL. Whenever the Corporation is permitted or required to affix its seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent to the signature of the person authorized to execute the document on behalf of the Corporation.

ARTICLE XII

INDEMNIFICATION AND ADVANCE OF EXPENSES

To the maximum extent permitted by Maryland law in effect from time to time, the Corporation shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any individual who is a present or former director or officer of the Corporation and who is made, or threatened to be made, a party to the proceeding by reason of his or her service in that capacity or (b) any individual who, while a director or officer of the Corporation and at the request of the Corporation, serves or has served as a director, officer, partner or trustee of such corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made, or threatened to be made, a party to the proceeding by reason of his or her service in that capacity. The Corporation may, with the approval of its Board of Directors or any duly authorized committee thereof, provide such indemnification and advance for expenses to a person who served a predecessor of the Corporation in any of the capacities described in (a) or (b) above and to any employee or agent of the Corporation or a predecessor of the Corporation. The indemnification and payment of expenses provided in these Bylaws shall not be deemed exclusive of or limit in any way other rights to which any person seeking indemnification or payment of expenses may be or may become entitled under any bylaw, regulation, insurance, agreement or otherwise.

Neither the amendment nor repeal of this Article, nor the adoption or amendment of any other provision of the Bylaws or charter of the Corporation inconsistent with this Article, shall apply to or affect in any respect the applicability of the preceding paragraph with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

ARTICLE XIII

WAIVER OF NOTICE

Whenever any notice is required to be given pursuant to the charter of the Corporation or these Bylaws or pursuant to applicable law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE XIV

AMENDMENT OF BYLAWS

The Board of Directors shall have the exclusive power to adopt, alter or repeal any provision of these Bylaws and to make new Bylaws.

EX-3.41 36 a2203045zex-3_41.htm EX-3.41

Exhibit 3.41

ARTICLES OF INCORPORATION

O. H. RUDOLPH, INCORPORATED

One: The name of this Corporation is: O. H. RUDOLPH, INCORPORATED

Purposes

Two: The purposes for which this Corporation is formed are:

{a) Primarily and initially to engage in the business of building construction and the development of real property;

(b) To engage in any one or more businesses or transactions which the Board of Directors of this Corporation may from time to time authorize or approve, whether related or unrelated to the business described in (a) above or to any other business then or theretofore done by this Corporation;

{c) To exercise any and all rights and powers which a corporation may now or hereafter exercise;

(d) To act as principal, agent, joint venturer, partner or in any other capacity which nay be authorized or approved by the Board of Directors of this Corporation; and,

(e) To transact business in the State of California or in any other jurisdiction of the United States of America or elsewhere in the world.

The foregoing statement of purposes shall be construed as a statement of both purposes and powers, and the purposes and powers in each clause shall, except where otherwise expressed, be in nowise limited or restricted by reference to or inference from the terms or provisions of any other clause but shall be regarded as independent purposes and powers.

Special Purposes

(a) To purchase, acquire, own, hold, lease either as lessor or lessee, sell, exchange, subdivide, mortgage, deed in trust, develop, operate, improve and build, and generally deal in any and all lands, improved and unimproved, and the products and avails thereof, wheresoever situated.

(b) To especially deal in the business of building construction, including, but not by way of limitation, commercial and residential development.

Principal Office

Three: The county in the State of California where the principal office for the transaction of the business of this Corporation is to be located is Santa Clara County.

Authorized Stock

Four: This corporation is authorized to issue only one class of shares of stock; the total number of such shares is 5,000 and all such shares are to be without par value.

Preferences

Five: No distinction shall exist between the shares of the Corporation or the holders thereof.

Directors

Six:

(a) The number of the directors of this corporation shall be three.

(b) The names and addresses of the persons who are appointed to act as the first directors of this corporation are:

Onslow H. Rudolph, Jr.	287 South El Monte Avenue
	Los Altos, California

Richard J. Grenier	745 Santa Ynez
	Sunnyvale, California

Earle Henry	284 Santa Margarita Avenue
	Menlo Park, California

IN WITNESS WHEREOF, for the purpose of forming this Corporation under the 1aws of the State of California, we, the undersigned, constituting the directors of this corporation, have executed these Articles of Incorporation this 30th day of September, 1960.

	/s/Onslow H. Rudolph, Jr.
	Onslow H. Rudolph, Jr.

	/s/Richard J. Grenier
	Richard J. Grenier

	/s/Earle Henry
	Earle Henry

EX-3.42 37 a2203045zex-3_42.htm EX-3.42

Exhibit 3.42

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

O.H. RUDOLPH, INCORPORATED

The undersigned, O. H. RUDOLPH, JR. and BETTY JO RUDOLPH, do hereby certify that they are respectfully, and have at all times herein mentioned been, the duly elected and acting President and Secretary of O. H. RUDOLPH, INCORPORATED, a California corporation, and further that:

1. At a special meeting of the Board of Directors of said corporation duly held, at 166 Main Street, Los Altos, California, at 7:00 o’clock P.M. on the 1st day of July, 1964, at which meeting there was at all times present and acting a quorum of the members of said Board, the following resolutions were duly adopted:

RESOLVED that Article ONE of the Articles of Incorporation of O.H. RUDOLPH, INCORPORATED, a California corporation, which presently reads as follows:

“ONE: The name of this corporation is O. H. RUDOLPH, INCORPORATED.”

be and the same hereby is, amended to read as follows:

“ONE: The name of this corporation is RUDOLPH & SLETTEN, INC.”

RESOLVED FURTHER that the Board of Directors of this corporation hereby adopts the amendment of its Articles of Incorporation herein set forth.

2. At a special meeting of the Shareholders of said corporation, duly held at the principal office for the transaction of business at 7:15 o’clock on the first day of July, 1964, the following resolutions were duly adopted:

RESOLVED that Article One of the Articles of Incorporation of O. H. RUDOLPH, INCORPORATED, a California corporation, which presently reads as follows:

“ONE: The name of this corporation is O. H. RUDOLPH, INCORPORATED.”

be and the same hereby is, amended to read as follows:

“ONE: The name of this corporation is RUDOLPH & SLETTEN, INC.”

RESOLVED that the amendment to the Articles of Incorporation hereinabove set forth be and the same hereby is adopted and approved by the Shareholders of this corporation.

3. The foregoing amendment was adopted and approved at said Shareholders meeting by the total vote of 100% of the shares.

4. The total number of shares of said corporation entitled to vote on or consent to the adoption of such amendment is 3100 shares.

IN WITNESS WHEREOF, we, the undersigned, have executed this Certificate of Amendment this 5th day of September, 1964.

	/s/Onslow H. Rudolph, Jr
	President of
	O. H. RUDOLPH, INCORPORATED


	/s/Betty Jo. Rudolph
	Secretary of
	O. H. RUDOLPH, INCORPORATED

Each of the undersigned declares under penalty of perjury that the foregoing Certificate of Amendment is true and correct and that it was executed on the 5th day of September, 1964, at Los Altos, California.

	/s/Onslow H. Rudolph, Jr
	President of
	O. H. RUDOLPH, INCORPORATED


	/s/Betty Jo Rudolph
	Secretary of
	O. H. RUDOLPH, INCORPORATED

EX-3.43 38 a2203045zex-3_43.htm EX-3.43

Exhibit 3.43

AMENDED AND RESTATED BYLAWS

RUDOLPH & SLETTEN, INC.

ARTICLE I

OFFICES

Section 1. PRINCIPAL OFFICES. The Board of Directors shall fix the location of the principal executive office of the corporation at any place within or outside the State of California. If the principal executive office is located outside this state, and the corporation has one or more business offices in this state, the Board of Directors shall fix and designate a principal business office in the State of California.

Section 2. OTHER OFFICES. The Board of Directors may at any time establish branch or subordinate offices at any place or places.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. PLACE OF MEETINGS. Meetings of shareholders shall be held at any place within or outside the State of California designated by the Board of Directors or by the written consent of all persons entitled to vote thereat, given either before or after the meeting and filed with the Secretary of the corporation. In the absence of any such designation, shareholders’ meetings shall be held at the principal executive office of the corporation.

Section 2. ANNUAL MEETING. The annual meeting of shareholders shall be held on the first Thursday of October in each year at 10:00 a.m. or such other date or such other time as may be fixed by the Board; provided, however, if this day falls on a Saturday, Sunday, or legal holiday, then the meeting shall be held at the same time and place on the next succeeding full business day. Any date so fixed by the Board shall be within sixty (60) days after the date designated above. At this meeting, directors shall be elected, and any other proper business may be transacted which is within the powers of the shareholders.

Section 3. SPECIAL MEETING. A special meeting of the shareholders may be called at any time by the Board of Directors, or by the Chairman of the Board, or by the President, or by one or more shareholders holding shares in the aggregate entitled to cast not fewer than 10% of the votes at that meeting.

If a special meeting is called by any person or persons entitled to call a special meeting of the shareholders other than the Board of Directors, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the Chairman of the Board, the President, any Vice President, or the Secretary of the corporation. The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions of Sections 4 and 5 of this Article II, that a meeting will be held at the time requested by the person or persons calling the meeting, not fewer than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days of the receipt of the request, the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 3 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the Board of Directors may be held.

Section 4. NOTICE OF SHAREHOLDERS’ MEETINGS. All notices of meetings of shareholders shall be sent or otherwise given to each shareholder entitled to vote thereat in accordance with Section 5 of this Article II not fewer than ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted and no other business may be transacted, or (ii) in the case of the annual meeting, those matters which the Board of Directors, at the time of giving the notice, intends to present for action by the shareholders, but subject to the provisions of Section 601(f) of the Corporations Code of California, any proper matter may be presented at the meeting for such action. The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, management intends to present for election.

If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Corporations Code of California, (ii) an amendment of the Articles of Incorporation, pursuant to Section 902 of that Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of that Code, (iv) a voluntary dissolution of the corporation, pursuant to Section 1900 of that Code, or (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall also state the general nature of that proposal.

Section 5. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any meeting of shareholders shall be given either personally or by first-class mail or telegraphic or other written communication, charges prepaid, addressed to the shareholder at the address of that shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice.

If no such address appears on the corporation’s books or is given, notice shall be deemed to have been given if sent to that shareholder by first-class mail or telegraphic or other written communication to the corporation’s principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication.

If any notice addressed to a shareholder at the address of that shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if these shall be available to the shareholder on written demand of the shareholder at the principal executive office of the corporation for a period of one year from the date of the giving of the notice.

An affidavit of the mailing or other means of giving any notice of any shareholders’ meeting shall be executed by the Secretary, Assistant Secretary, or any transfer agent of the corporation giving the notice, and shall be filed and maintained in the minute book of the corporation.

Section 6. QUORUM. The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of shareholders shall constitute a quorum for the transaction of business. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

Section 7. ADJOURNED MEETING; NOTICE THEREOF. Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Section 6 of this Article II.

When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case the Board of Directors shall set a new record date. If the adjournment is for more than forty-five (45) days, or if a new record date is fixed for the adjourned meeting, then notice of any such adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of

Sections 4 and 5 of this Article II. At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.

Section 8. VOTING. The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 11 of this Article II, subject to the provisions of Section 702 to 704, inclusive, of the Corporations Code of California (relating to voting shares held by a fiduciary, in the name of a corporation, or in joint ownership). The shareholders’ vote may be by voice vote or by ballot; provided, however, that any election for directors must be by ballot if demanded by any shareholder before the voting has begun. On any matter other than elections of directors, any shareholder may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, but, if the shareholder fails to specify the number of shares which the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder’s approving vote is with respect to all shares that the shareholder is entitled to vote. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on any matter (other than the election of directors) shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by California General Corporation Law or by the Articles of Incorporation.

At a shareholders’ meeting at which directors are to be elected, no shareholder shall be entitled to cumulate votes (i.e., cast for any one or more candidates a number of votes greater than the number of the shareholder’s shares) unless the candidate or candidates’ names have been placed in nomination prior to commencement of the voting and a shareholder has given notice prior to commencement of the voting of the shareholder’s intention to cumulate votes. If any shareholder has given such a notice, then every shareholder entitled to vote may cumulate votes for candidates in nomination and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which that shareholder’s shares are entitled, or distribute the shareholder’s votes on the same principle among any or all of the candidates, as the shareholder thinks fit. The candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected.

Section 9. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The transactions of any meeting of shareholders, either annual or special, however called and noticed, and wherever held, shall be valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to a holding of the meeting, or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in the second

paragraph of Section 4 of this Article II, the waiver of notice or consent shall state the general nature of the proposal. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by law to be included in the notice of the meeting but not so included if that objection is expressly made at the meeting.

Section 10. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not fewer than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted. In the case of election of directors, such a consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of directors; provided however, that a director may be elected at any time to fill a vacancy on the Board of Directors that has not been filled by the directors, by the written consent of the holders of a majority of the out standing shares entitled to vote for the election of directors. All such consents shall be filed with the Secretary of the corporation and shall be maintained in the corporate records. Any shareholder giving a written consent, or the shareholder’s proxy holders, or a transferee of the shares or a personal representative of the holders, may revoke the shareholder or their respective proxy holders, may revoke the consent by a writing received by the corporation before consents of the number of shares required to authorize the proposed action have been filed with the Secretary of the corporation.

If the consents of all shareholders entitled to vote have not been solicited in writing, and if the unanimous written consent of all such shareholders shall not have been received, the Secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting, to those shareholders entitled to vote who have not consented in writing. This notice shall be given in the manner specified in Section 5 of this Article II. In the case of approval of (i) contracts or transactions in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Corporations Code of California, (ii) indemnification of agents of the corporation, pursuant to Section 317 of that Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of that Code, and (iv) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall be given at least ten (10) days before the consummation of any action authorized by that approval.

Section 11. RECORD DATE FOR SHAREHOLDER NOTICE, VOTING AND GIVING CONSENTS. For the purposes of determining the share holders entitled to notice of any meeting or to vote or entitled to give consent to corporate action without a meeting, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor fewer than ten (10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and in this event only shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the California General Corporation Law.

If the Board of Directors does not so fix a record date:

(a) The record date for determining shareholders entitled to notice or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

(b) The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, (i) when no prior action by the board has been taken, shall be the day on which the first written consent is given; or (ii) when prior action of the board has been taken, shall be at the close of business on the day on which the board adopts the resolution relating to that action, or the sixtieth (60) day before the date of such other action, whichever is later.

Section 12. PROXIES. Every person entitled to vote for directors or on any matter shall have the right to do so either in person or by one or more agents authorized by. a written proxy signed by the person and filed with the Secretary of the corporation. A proxy shall be deemed signed if the shareholder’s name is placed on the proxy (whether by manual signature, typewritten, telegraphic transmission, or otherwise) by the shareholder or the shareholder’s attorney in fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it, before the vote pursuant to that proxy, by a writing delivered to the corporation stating that the proxy is revoked, or by a subsequent proxy executed by, or, attendance at the meeting and voting in person by, the person executing the proxy; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Sections 705(e) and 705(f) of the Corporation Code of California.

Section 13. INSPECTORS OF ELECTION. Before any meeting of shareholders, the Board of Directors may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no

inspectors of election are so appointed, the chairman of the meeting may, and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3) . If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the` Chairman of the meeting may, and upon the request of any shareholder or a shareholder’s proxy, shall appoint a person to fill that vacancy.

These inspectors shall:

(a) Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies.

(b) Receive votes, ballots, or consents:

(d) Count and tabulate all votes or consents;

(e) Determine when the polls shall close;

(f) Determine the result; and

(g) Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

If there are three inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all.

ARTICLE III

DIRECTORS

Section 1. POWERS. Subject to the provisions of the California General Corporation Law and any limitations in the Articles of Incorporation and these bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors. Without prejudice to these general powers, and subject to the same limitations, the directors shall have the power to:

(a) Select and remove all officers, agents, and employees of the corporation; prescribe any powers and duties for them that are consistent with law, with the

Articles of Incorporation, and with these bylaws; fix their compensation; and require. from them security for faithful service.

(b) Change the principal executive office or the principal business office in the State of California from one location to another; cause the corporation to be qualified to do business in any other state, territory, dependency, or country and conduct business within or without the State of California; and designate any place within or without the State of California for the holding of any shareholders’ meeting, or meetings, including annual meetings.

(c) Adopt, make, and use a corporate seal; prescribe the forms of certificates of stock; and alter the form of the seal and certificates.

(d) Authorize the issuance of shares of stock of the corporation on any lawful terms and for such consideration as may be lawful.

(e) Borrow money and incur indebtedness on behalf of the corporation, and cause to be executed and delivered for the corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.

(f) Conduct, manage and control the affairs and business of the corporation and to make such rules and regulations therefore not inconsistent with law, or with the Articles or these bylaws, as they may deem best.

Section 2. NUMBER AND OUALIFTCATION OF DIRECTORS. The authorized number of directors shall be three (3) until changed by a duly adopted amendment to the Articles of Incorporation or by an amendment to this bylaw duly adopted by the shareholders; provided, however, that an amendment reducing the number of directors to a number fewer than five (5) cannot be adopted if the votes cast against its adoption at a meeting, or the shares not consenting in the case of action by written consent, are equal to or more than 16 2/3% of the outstanding shares entitled to vote.

Section 3. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be elected at each annual meeting of the shareholders to hold office- until the next annual meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the terms for which elected and until a successor has been elected and qualified.

Section 4. VACANCIES. Vacancies in the Board of Directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, except that a vacancy created by the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of a majority of the outstanding shares entitled to vote. Each director so elected shall hold office until the

next annual meeting of the shareholders and until a successor has been elected and qualified.

A vacancy or vacancies in the Board of Directors shall be deemed to exist in the event of the death, resignation, or removal of any director, or if the Board of Directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of directors is increased, or if the share holders fail, at any meeting of shareholders at which any director or directors are elected, to elect the number of directors to be voted for at that meeting.

The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote.

Any director may resign effective on giving written notice to the Chairman of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for that resignation to be come effective. If the resignation of a director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.

No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

Section 5. PLACE OF MEETING AND MEETINGS BY TELEPHONE. Regular meetings of the Board of Directors may be held at any place within or outside the State of California that has been designated from time to time, by resolution of the board. In the absence of such a designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the board shall be held at any place within or outside the State of California that has been designated in the notice of the meeting or, if not stated in the notice or there is no notice, at the principal executive office of the corporation. Any meeting, regular or special, may be held by conference telephone, or similar communication equipment, so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at the meeting.

Section 6. ANNUAL MEETING. Immediately following each annual meeting of shareholders, the Board of Directors shall hold a regular meeting for the purpose of organization, any desired election of officers, and the transaction of other business. Notice of this meeting shall not be required.

Section 7. OTHER REGULAR MEETINGS. Other regular meetings of the Board of Directors shall be held without call at such time and place as shall from time to time be fixed by the Board of Directors. Such regular meetings may be held without notice.

Section 8. SPECIAL MEETINGS. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chairman of the Board or the President or any Vice President or the Secretary or any two directors.

Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first-class mail or telegrams, charges prepaid, addressed to each director at that director’s address as it is shown on the records of the corporation. In case the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. In case the notice is delivered personally or by telephone or telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose of the meeting nor the place if the meeting is to be held at the principal executive office of the corporation.

Section 9. QUORUM. A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 11 of this Article III. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions of Section 310 of the Corporations Code of California (as to approval of contracts or transactions in which a director has a direct or indirect material financial interest), Section 311 of that Code (as to appointment of committees), and Section 317(e) of that Code (as to indemnification of directors). A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

Section 10. WAIVER OF NOTICE. The transaction of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver notice, a consent to holding the meeting or an. approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement, the lack of notice to that director.

Section 11. ADJOURNMENT. A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

Section 12. NOTICE OF ADJOURNMENT. Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for than twenty four hours, in which case notice of the time and place shall be given before the time of the adjourned meeting, in the manner specified in Section 8 of this Article III, to the directors who were not present at the time of the adjournment.

Section 13. ACTION WITHOUT MEETING. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the board.

Section 14. FEES AND COMPENSATION OF DIRECTORS. Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement of expenses, as may be fixed or determined by resolution of the Board of Directors. This Section 14 shall not be construed to preclude any director from servicing the corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation for those services.

ARTICLE IV

COMMITTEES

Section 1. COMMITTEES OF DIRECTORS. The Board of Directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. The board may designate on or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except with respect to:

(a) the approval of any action which, under the General Corporation Law of California, also requires shareholders’ approval or approval of the outstanding shares;

(b) the filling of vacancies on the Board of Directors or in any committee;

(d) the amendment or repeal of bylaws or the adoption of new bylaws;

(e) the amendment or repeal of any resolution of the Board of Directors which by its express terms is not so amendable or repealable;

(f) a distribution to the shareholders of the corporation, except at a rate or in a periodic amount or within a price range determined by the Board of Directors;

(g) the appointment of any other committees of the Board of Directors or the members of these committees.

Section 2. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these bylaws. Sections 5 (place of meetings), 7 (regular meetings), 8 (special meetings and notice), 9 (quorum), 10 (waiver of notice), 11 (adjournment), 12 (notice of adjournment), and 13 (action without meeting), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time of regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee; special meetings of committees may also be called by resolution of the Board of Directors; and notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

ARTICLE V

OFFICERS

Section 1. OFFICERS. The officers of the corporation shall be a President, a Secretary, and a Treasurer (Chief Financial Officer). The corporation may also have at the discretion of the Board of Directors, a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed in accordance with provisions of Section 3 of this Article V. Any number of offices may be held by the same person.

Section 2. ELECTION OF OFFICERS. The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article V, shall be chosen by the Board of Directors, and each shall serve at the pleasure of the board subject to the rights, if any, of an officer under any contract of employment.

Section 3. SUBORDINATE OFFICERS. The Board of Directors may appoint, and may empower the President to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the bylaws or as the Board of Directors may from time to time determine.

Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights, if any, of an officer under any contract of employment, any officer may be

removed, either with or without cause, by the Board of Directors at any regular or special meeting of the board or, except in case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

Section 5. VACANCIES IN OFFICES. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to that office.

Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if such an officer be elected, shall, if present, preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by the bylaws. If there is no President, the an Chairman of the Board shall in addition be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article V.

Section 7. PRESIDENT. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman the Board, if there be such an officer, the President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have direction, and control of the business and the officers of the corporation. He shall preside at all meetings of the shareholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He shall have the general powers and duties of management usually vested in the office of the President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the bylaws.

Section 8. VICE PRESIDENTS. In the absence or disability of the President, the Vice Presidents, if any, in order of their rank as fixed by the Board of Directors or, if not ranked, a Vice shall per President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice President shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the bylaws, and the President, or the Chairman of the Board.

Section 9. SECRETARY. The secretary shall keep or cause to be kept, at the principal executive officer or such other place as the Board of Directors may direct, a

book of minutes of all meetings and actions of directors, committees of directors, and shareholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at directors’ meetings or committee meetings, the number of shares present or represented at shareholders’ meetings, and the proceedings.

The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the corporation’s transfer agent or registrar, if one be appointed, a record of its shareholders, showing the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

The secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors and of any committees thereof required by the bylaws or by law to be given, and he shall keep the seal of the corporation, if one be adopted, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the bylaws.

Section 10. TREASURER. The Treasurer is the Chief Financial Officer of the corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director.

The Treasurer (Chief Financial Officer) shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the President and directors, whenever they request it, an account of all of his transactions as Treasurer (Chief Financial Officer) and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or the bylaws.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The corporation shall, to the maximum extent permitted by the California General Corporation Law, indemnify each of its officers and directors against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact any such person is or was an agent of the corporation.

ARTICLE VII

RECORDS AND REPORTS

Section 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER. The corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, if either be appointed, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each shareholder.

A shareho1der or shareholders of the corporation holding at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation may (i) inspect and copy the records of shareholders’ names and addresses and share holdings during usual business hours on five days prior written demand on the corporation, and (ii) obtain from the transfer agent of the corporation, on written demand and on the tender of such transfer agent’s usual charges for such list, a list of the shareholders’ names and addresses, who are entitled to vote for the election of directors, and their share holdings, as of the most recent record date for which that list has been compiled or as of a date specified by the shareholder after the date of demand. This list shall be made available to any such shareholder by the transfer agent on or before the later of five (5) days after the demand is received or the date specified in the demand as the date of which the list is to be compiled. The record of shareholders shall also be open to inspection on-the written demand of any shareholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate. Any inspection and copying under this Section 1 may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making the demand.

Section 2. MAINTENANCE AND INSPECTION OF BYLAWS. The corporation shall keep at its principal executive office, or if its principal executive office is not in the State of California, at its principal business office in this state, the original or a copy of the bylaws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside the State of California and the corporation has no principal business office in this state, the Secretary shall, upon the written request of any shareholder, furnish to that shareholder a copy of the bylaws as amended to date.

Section 3. MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS. The accounting books and records and minutes of proceedings of the shareholders and the Board of Directors and any committee or committees of the Board of Directors shall be kept at such place or places, designated by the Board of Directors, or, in the absence of such designation, at the principal executive office of the corporation. The minutes shall be kept in written form and the accounting books and records shall be kept either in written form or in any other form capable of being

converted in to written form. The minutes and accounting books and records shall be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate, at any reasonable time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. These rights of inspection shall extend to the records of each subsidiary corporation of the corporation.

Section 4. INSPECTION BY DIRECTORS. Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations. This inspection by a director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

Section 5. ANNUAL REPORT TO SHAREHOLDERS. The Board of Directors of the corporation shall cause to be sent to the shareholders, not later than one hundred twenty (120) days after the close of the fiscal year, an Annual Report in such form as may be deemed appropriate by the Board of Directors, in accordance with Section 1501 of the California General Corporation Law.

Section 6. ANNUAL STATEMENT OF GENERAL INFORMATION. The corporation shall, during the applicable filing period designated by Section 1502 of the California General Corporation Law, in each year, file with the Secretary of State of the State of California, on the prescribed form, a statement setting forth the authorized number of directors, the names and complete business or residence addresses of all incumbent directors, the names and complete business or residence addresses of the chief executive officer, secretary, and chief financial officer, the street address of its principal executive office or principal business office in this state, and the general type of business constituting the principal business activity of the corporation, together with a designation of the agent of the corporation for the purpose of service of process, all in compliance with Section 1502 of the Corporations Code of California.

ARTICLE VIII

GENERAL CORPORATE MATTERS

Section 1. RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than by written consent without a meeting), the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days before any such action, and in that case only shareholders of record on the date so fixed are entitles to receive the dividend, distribution, or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date so fixed, except as otherwise provided in the California General Corporation Law.

If the Board of Directors does not so fix a record date, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the board adopts the applicable resolution or the sixtieth (6oth) day before the date of that action, whichever is later.

Section 2. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as from time to time, shall be determined by resolution of the Board of Directors.

Section 3. CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The Board of Directors, except as otherwise provided in these bylaws, may authorize any officer or officers, agent or agents to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and this authority may be general or confined to specific instances; and, unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent, or employee shall have any power authority to bind the corporation by any contract of engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 4. CERTIFICATES FOR SHARES. A certificate or certificates for shares of the capital stock of the corporation shall be issued to each shareholder when any of these shares are fully paid, and the Board of Directors may authorize the issuance of certificates or shares as partly paid provided that certificates shall state the amount of the consideration paid for them and the amount paid. All certificates shall be signed in the name of the corporation by the Chairman of the Board or Vice Chairman of the Board or the President or Vice President and by the Chief Financial

Officer or an Assistant Treasurer or the Secretary or any Assistant Secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that officer, transfer agent, or registrar before that certificate is issued by the corporation same effect as if that person were an officer, transfer agent, or registrar at the date of issue.

Section 5. LOST CERTIFICATES. Except as provided in this Section 5, no new certificates for shares shall be issued to replace an old certificate unless the latter is surrendered to the corporation and cancelled at the same time. The Board of Directors may, in case any share certificate or certificate for any other security is lost, stolen, or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the board may require, including provision for indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any .claim that may be made against it, including any expense or liability, on account of the alleged loss, theft, or destruction of the certificate or the issuance of the replacement certificate.

Section 6. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The Chairman of the Board, the President, or any Vice President, or any other person authorized by resolution of the Board of Directors or by any of the foregoing designated officers, is authorized to vote on behalf of the corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the corporation. The authority granted to these officers to vote or represent on behalf of the corporation any and all shares held by the corporation in any corporations may be exercised by any of these officers in person by any person authorized to do so by a proxy duly executed by these officers.

Section 7. CONSTRUCTION AND DEFINITIONS. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California General Corporation Law shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

ARTICLE IX

AMENDMENTS

Section 1. AMENDMENT BY SHAREHOLDERS. New bylaws may be adopted or these bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the Articles of Incorporation of the corporation set forth the number of authorized directors of the corporation, the authorized number of directors may be changed only by an amendment of the Articles of Incorporation.

Section 2. AMENDMENT BY DIRECTORS. Subject to the rights of the shareholders as provided in Section 1 of this Article IX, to adopt, amend, or repeal bylaws, bylaws may be adopted, amended or repealed by the Board of Directors, provided, however, that after the issuance of shares, a bylaw specifying or changing the fixed number of directors or the maximum or minimum number or changing from a fixed to a variable board or vice versa may only be adopted by approval of the outstanding shares.

KNOW ALL MEN BY THESE PRESENTS:

That we, the undersigned, being all of the directors of RUDOLPH & SLETTEN, INC. hereby assent to the foregoing bylaws and hereby adopt the same as the bylaws of the said corporation.

IN WITNESS WHEREOF, we have subscribed our names hereto on this, 5th day of May, 1994.

	/s/Onslow H. Rudolph, Jr.

	ONSLOW H. RUDOLPH, JR.

	/s/Kenneth G. Sletten

	KENNETH G. SLETTEN

	/s/John H. Rudolph

	JOHN H. RUDOLPH

ATTEST:

/s/Karen Margaret Rudolph

Karen Margaret Rudolph

CERTIFICATE OF SECRETARY

I, the undersigned, do hereby certify:

1. That I am the duly elected and acting Secretary of RUDOLPH & SLETTEN, INC., a California corporation; and

2. That the foregoing bylaws, comprising 20 pages, constitute a true copy of the original bylaws of said corporation as duly adopted by the Board of Directors of said corporation.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said corporation this 5th day of May, 1994.

	/s/Onslow H. Rudolph, Jr.
	ONSLOW H. RUDOLPH, JR.
	Secretary

EX-3.44 39 a2203045zex-3_44.htm EX-3.44

Exhibit 3.44

FIRST AMENDMENT TO

AMENDED AND RESTATED BYLAWS OF

RUDOLPH AND SLETTEN, INC.

The undersigned, Karen Rudolph, does hereby certify as follows:

1. She is the duly elected, acting and qualified Secretary of the Corporation.

2. The Bylaws of the Corporation are hereby amended by striking out Section 2 of Article III thereof and by substituting in lieu thereof the following new Section:

“2. Number of Directors. The authorized number of directors of the Corporation shall be not less than four (4) nor more than seven (7), and the exact number shall be set within said range from time to time by the Board of Directors or the Shareholders.

3. The Bylaws of the Corporation are further amended by replacing the word “October” in the first sentence of Section 2 of Article II with the word “February.”

4. The First Amendment herein certified has been duly authorized and adopted by the holders of all of the outstanding Class A Common Stock of the Corporation in accordance with the provisions of Sections 152, 211 and 603(d) of the California Corporations Code.

IN WITNESS WHEREOF, I have hereunto set my hand as of the date first written above.

	/s/Karen Rudolph
	Karen Rudolph, Secretary

EX-3.45 40 a2203045zex-3_45.htm EX-3.45

Exhibit 3.45

SECOND AMENDMENT

TO THE AMENDED AND RESTATED BYLAWS OF

RUDOLPH AND SLETTEN, INC.

This Second Amendment (“Second Amendment”) to the Amended and Restated Bylaws of Rudolph and Sletten, Inc., a California corporation (the “Corporation”), dated as of May 5, 1994, as amended by the First Amendment dated as of October 1, 2003 (the “Bylaws”), adopted by the holders of all of the outstanding Class A Common Stock of the Corporation as of the date hereof, is hereby made effective as of the 31st day of December, 2004.

The undersigned, Allen A. Rudolph, does hereby certify as follows:

1. He is the duly elected, acting and qualified Secretary of the Corporation.

2. The Bylaws are hereby amended by striking out Section 2 of Article III thereof and by substituting in lieu of said Section 2 the following new Section:

“2. Number of Directors. The authorized number of directors of the Corporation shall be not less than three (3) nor more than five (5), and the exact number shall be set within said range from time to time by the Board of Directors or the Shareholders.”

3. The Second Amendment herein certified has been duly authorized and adopted by the holders of all of the outstanding Class A Common Stock of the Corporation in accordance with the provisions of Sections 152, 211 and 603(d) of the California Corporations Code.

IN WITNESS WHEREOF, I have hereunto set my hand as of October , 2005.

	/s/Allen A. Rudolph, Jr.

	Allen A. Rudolph, Secretary

EX-3.46 41 a2203045zex-3_46.htm EX-3.46

Exhibit 3.46

State of California

Secretary of State

LIMITED LIABILITY COMPANY

ARTICLES OF ORGANIZATION

ENTITY NAME (End the name with the words “Limited Liability Company,” or the abbreviations “LLC” or “L.L.C.” The words “Limited” and “Company” may be abbreviated to “Ltd” and “Co.,” respectively.)

1. NAME OF LIMITED LIABILITY COMPANY

TRIFECTA ACQUISITION LLC

PURPOSE (The following statement is required by statute and should not be altered.)

2. THE PURPOSE OF THE LIMITED LIABILITY COMPANY IS TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH A LIMITED LIABILITY COMPANY MAY BE ORGANIZED UNDER THE BEVERLY-KILLEA LIMITED LIABILITY COMPANY ACT.

INITIAL AGENT FOR SERVICE OF PROCESS (If the agent is an individual, the agent must reside in California and both Items 3 and 4 must be completed. If the agent is a corporation, the agent must have on file with the California Secretary of State a certificate pursuant to Corporations Code section 1505 and Item 3 must be completed (leave item 4 blank).

3. NAME OF INITIAL AGENT FOR SERVICE OF PROCESS

C T Corporation System

4. IF AN INDIVIDUAL, ADDRESS OF INITIAL AGENT FOR SERVICE OF PROCESS IN CALIFORNIA

CITY	STATE:	ZIP CODE
	CA

MANAGEMENT (Check only one)

5. THE LIMITED LIABILITY COMPANY WILL BE MANAGED BY:

o	ONE MANAGER
o	MORE THAN ONE MANAGER
x	ALL LIMITED LIABILITY COMPANY MEMBER(S)

ADDITIONAL INFORMATION

6. ADDITIONAL INFORMATION SET FORTH ON THE ATTACHED PAGES, IF ANY, IS INCORPORATED HEREIN BY THIS REFERENCE AND MADE A PART OF THIS CERTIFICATE.

EXECUTION

7. I DECLARE I AM THE PERSON WHO EXECUTED THIS INSTRUMENT, WHICH EXECUTION IS MY ACT AND DEED.

	March 25, 2008		/s/Leonid Bronfman
	DATE		SIGNATURE OF ORGANIZER

	Leonid Bronfman, Authorized Person
	TYPE OR PRINT NAME OF ORGANIZER

EX-3.47 42 a2203045zex-3_47.htm EX-3.47

Exhibit 3.47

LIMITED LIABILITY COMPANY AGREEMENT

TRIFECTA ACQUISITION LLC

April 1, 2008

THE UNDERSIGNED is the sole member (the “Member”) of Trifecta Acquisition LLC and executes this Limited Liability Company Agreement (this “Agreement”) for the purpose of forming a limited liability company (the “Company”) pursuant to the provisions of Section 17050 of the Beverly-Killea Limited Liability Company Act (the “Act”), and does hereby certify and agree as follows:

Section 1. Name. The name of the Company shall be Trifecta Acquisition LLC or such other name as the Member (as defined below) may from time to time hereafter designate.

Section 2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

Section 3. Member. The name and mailing address of the Member is as follows:

	Name		Address

	Perini Corporation		73 Mt. Wayte Avenue
			Framingham, Massachusetts 01701

Section 4. Offices. (a) The principal place of business and office of the Company shall be located at, and the Company’s business shall be conducted from, such place or places as the Member may from time to time designate.

(b) The registered office of the Company in the State of California shall be located at C T Corporation System, 818 West Seventh Street, 2nd Floor, Los Angeles, CA 90017. The name and address of the registered agent of the Company for service of process on the Company in the State of California shall be C T Corporation System, 818 West Seventh Street, 2nd Floor, Los Angeles, CA 90017.

Section 5. Interests. The Company shall be authorized to issue One Hundred (100) units of limited liability company interest (“Units”), all of which shall be issued to the Member. Units shall for all purposes be personal property. The Units shall be certificated.

Section 6. Powers. The Member shall manage the Company in accordance with this Agreement. The actions of the Member taken in such capacity and in accordance with this Agreement shall bind the Company.

(i) The Member shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business, operations and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purpose of the Company as set forth herein. Subject to the provisions of this Agreement, the Member (and the officers appointed pursuant to Section 6(ii) below, if any) shall have general and active management of the day-to-day business and operations of the Company. In addition, the Member shall have such other powers and duties as may be prescribed by this Agreement. Such duties may be delegated by the Member to officers, agents or employees of the Company as the Member may deem appropriate from time to time.

(ii) The Member may, from time to time, designate one or more persons to be officers of the Company. No officer need be a member of the Company. Any officers so designated will have such authority and perform such duties as the Member may, from time to time, delegate to them. The Member may assign titles to particular officers, including, without limitation, President, one or more Vice Presidents, Treasurer and Secretary. Each officer will hold office until his or her successor will be duly designated and will qualify or until his or her death or until he or she will resign or will have been removed. Any number of offices may be held by the same person. The salaries or other compensation, if any, of the officers and agents of the Company will be fixed from time to time by the Member or by any officer acting within his or her authority. Any officer may be removed as such, either with or without cause, by the Member whenever in his, her or its judgment the best interests of the Company will be served thereby. Any vacancy occurring in any office of the Company may be filled by the Member. The names of the initial officers of the Company, and their respective titles, are set forth on the attached Schedule A. Such officers are authorized to control the day-to-day operations and business of the Company.

Section 7. Certificates Evidencing Units. The Company hereby irrevocably elects that all Units shall be “securities” governed by the Uniform Commercial Code as in effect from time to time in the State of California or analogous provisions in the Uniform Commercial Code in effect in any other jurisdiction. The Units shall be evidenced by one or more Unit certificates signed on behalf of the Company by its officers, which signatures may be facsimiles or other electronic means approved by the Company. If a certificate is worn out or lost, it may be renewed on production of the worn out certificate or on satisfactory proof of its loss, together with such indemnity as may be reasonably required by the Member. Each certificate for Units shall be imprinted with a legend substantially in the following form:

THE UNITS REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF , 200 AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE TRANSFER OF THE UNITS REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO

THE CONDITIONS SPECIFIED IN A LIMITED LIABILITY COMPANY AGREEMENT, GOVERNING THE ISSUER (THE “COMPANY”) AND BY AND AMONG CERTAIN INVESTORS. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Section 8. Capital Contributions/Ownership. The Member shall not be obligated to make capital contributions to the Company, and the interests shall be nonassessable.

Section 9. Tax Elections. The fiscal and taxable year of the Company shall be the calendar year.

Section 10. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following (a) the written consent of the Member, (b) the death, retirement, resignation, expulsion, insolvency, bankruptcy or dissolution of the Member or (c) the occurrence of any other event which terminates the continued membership of the Member in the Company.

Section 11. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

Section 12. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to the Member on account of its interest in the Company if such distribution would violate Section 17250 of the Act or any other applicable law.

Section 13. Liability of Member. The Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

Section 14. Treatment for Tax Purposes. The Company shall be treated as an entity disregarded as separate from its owner for federal income tax purposes.

Section 15. Indemnification. The Company shall, to the fullest extent authorized by the Act, indemnify and hold harmless any member, manager, officer or employee of the Company from and against any and all claims and demands arising by reason of the fact that such person is, or was, a member, manager, officer or employee of the Company.

Section 16. Consents. Any action that may be taken by the Member at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by the Member.

Section 17. Amendments. Except as otherwise provided in this Agreement or in the Act, this Agreement may be amended only by the written consent of the Member to such effect.

Section 18. Governing Law. This Agreement and the rights and obligations of the parties hereto shall be subject to and governed by the laws of the State of California.

IN WITNESS WHEREOF, the undersigned has duly executed this Limited Liability Company Agreement as of the date first written above.

	PERINI CORPORATION

	By:	/s/Robert Band
	Name:	Robert Band
	Title:	President and Chief Operating Officer

SCHEDULE A

INITIAL OFFICERS

Name		Title

Robert Band		President

Rosemary A. Ortega		Secretary

EX-3.48 43 a2203045zex-3_48.htm EX-3.48

Exhibit 3.48

ARTICLES OF INCORPORATION

Tutor-Saliba Builders

A California Corporation

ARTICLE ONE

Name: The name of this corporation is Tutor-Saliba Builders.

ARTICLE TWO

Purpose: The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

ARTICLE THREE

Agent for Service of Process: The name and address in the State of California of this corporation’s initial agent for service of process is:

John D. Barrett

15901 Olden Street

Sylmar, CA 91342-1093

ARTICLE FOUR

Stock: This corporation is authorized to issue only one class of shares of stock, which shall be called “common”. The total number of shares which this corporation is authorized to issue is 10,000.

ARTICLE FIVE

The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

ARTICLE SIX

The corporation is authorized to indemnify the directors and the officers of the corporation to the fullest extent permissible under California law.

ARTICLE SEVEN

No Preferences, Privileges, Restrictions: No Distinction shall exist between the shares of the corporations or the holders thereof.

IN WITNESS WHEREOF, the undersigned who is the incorporator of this corporation, execute these Articles of Incorporation on August 20, 2003

/s/Trudy Fielding
Trudy Fielding
Incorporator

EX-3.49 44 a2203045zex-3_49.htm EX-3.49

Exhibit 3.49

CERTIFICATE OF AMENDMENT OF

ARTICLES OF INCORPORATION

Ronald N. Tutor and William B. Sparks certify that:

1. They are the President and the Secretary, respectively, of Tutor-Saliba Builders, a California corporation.

2. Article One of the Articles of Incorporation of this corporation is amended to read as follows:

“NAME: The name of this corporation is Tutor-Saliba Corporation”

3. The Board of Directors has approved the foregoing amendment.

4. The foregoing amendment has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The corporation only has one class of shares and the total number of outstanding shares is 10,000. The number of shares voting in favor of the amendment equaled or exceeded the number of votes required. The percentage vote required was more than 50%.

[SIGNATURES ON FOLLOWING PAGE]

[THIS SPACE INTENTIONALLY BLANK]

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of our own knowledge.

Dated: August 27, 2008	/s/Ronald N. Tutor
	Ronald N. Tutor
	President

Dated: August 27, 2008	/s/William B. Sparks
	William B. Sparks
	Secretary

EX-3.50 45 a2203045zex-3_50.htm EX-3.50

Exhibit 3.50

BYLAWS

TUTOR-SALIBA BUILDERS
A CALIFORNIA CORPORATION

(hereinafter called the “Corporation”)

ARTICLE I

OFFICES

Section 1. PRINCIPAL OFFICE.

The principal executive office of the Corporation is hereby fixed and located at 15901 Olden Street, Sylmar, California 91342. The Board of Directors is hereby granted full power and authority to change said principal executive office from one location to another, within or without the State of California.

Section 2. OTHER OFFICES.

Other business offices may from time to time be established by the Board of Directors at any place or places where the Corporation is qualified to do business.

ARTICLE II

MEETING OF SHAREHOLDERS

Section 1. PLACE OF MEETINGS.

Meetings of shareholders shall be held at any place within or outside the State of California designated by the Board of Directors. In the absence of any such designation, shareholders meetings shall be held at the principal executive office of the Corporation.

Section 2. ANNUAL MEETING.

The annual meeting of shareholders shall be held each year on the date and at a time designated by the Board of Directors. At each annual meeting, directors shall be elected, and any other proper business may be transacted.

Section 3. SPECIAL MEETING.

A special meeting of the shareholders may be called at any time by the Board of directors, or by the Chairman of the Board, or by the President, or by one or more shareholders holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting.

If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the Chairman of the Board, the President, any Vice President, or the Secretary of the Corporation. The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions of Sections 4 and 5 of this Article II, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the person or persons requesting this meeting may give the notice. Nothing contained in this Paragraph of this Section 3 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the Board of Directors may be held.

Section 4. NOTICE OF SHAREHOLDERS MEETINGS.

All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 5 of this Article II not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, or (ii) in the case of the annual meeting, those matters which the Board of Directors, at the time of giving the notice, intends to present for action by the shareholders. The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, management intends to propose for election.

If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a Director has a direct or indirect financial interest, pursuant to Section 310 of the Corporations Code of California, (ii) an amendment of the Articles of Incorporation, pursuant to Section 902 of that Code, (iii) a reorganization of the Corporation, pursuant to Section 1201 of that Code, (iv) a voluntary dissolution of the Corporation, pursuant to Section 1900 of that Code, or (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall also state the general nature of that proposal.

Section 5. MANNER OF GIVING NOTICE, AFFIDAVIT OF NOTICE.

Notice of any meeting of shareholders shall be given either personally or by first class mail or telegraphic or other written communication, charges prepaid, addressed to the shareholder at the address of that shareholder appearing on the books of the Corporation or given by the shareholder to the Corporation for purpose of notice. If no such address appears on the Corporation’s books or is given, notice shall be deemed to have been given if sent to that shareholder by first class mail or telegraphic or other written communication to the Corporation’s principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail and sent by telegram or other means of written communication.

If any notice addressed to a shareholder at the address of that shareholder appearing on the books of the Corporation is returned to the Corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing, if these shall be available to the shareholder on

written demand of the shareholder at the principal executive office of the Corporation for a period of one year from the date of the giving of the notice.

An affidavit of the mailing or other means of giving any notice of any shareholders meeting shall be executed by the Secretary, Assistant Secretary, or any transfer agent of the Corporation giving notice, and shall be filed and maintained in the minute book of the Corporation.

Section 6. QUORUM.

The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of shareholders shall constitute a quorum for the transaction of business. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

Section 7. ADJOURNED MEETING; NOTICE.

Any shareholders meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Section 6 of this Article II.

When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case the Board of Directors shall set a new record date. Notice of any such adjourned meeting shall be given to each shareholder or record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 4 and 5 of this Article II. At any adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting.

Section 8. VOTING.

The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 11 of this Article II, subject to the provisions of Sections 702 to 704, inclusive, of the Corporations Code of California (relating to voting shares held by a fiduciary, in the name of a corporation, or in joint ownership). The shareholders’ vote may be by voice vote or by ballot; provided, however, that any election for directors must be by ballot if demanded by any shareholder before the voting has begun. On any matter other than elections of directors, any shareholder may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, but, if the shareholder fails to specify the number of shares which the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder’s approving vote is with respect to all shares that the shareholder is entitled to vote. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on any matter (other than the election of directors) shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by California General Corporation Law or by the Articles of Incorporation.

At a shareholders meeting at which the directors are to be elected, no shareholder shall be entitled to cumulate votes (i.e., cast for any one or more candidates a number of votes greater than the number of the shareholder’s shares) unless the candidates’ names have been placed in nomination prior to commencement of the voting and a shareholder has given notice prior to commencement of the voting of the shareholder’s intention to cumulate votes. If any shareholder has given such a notice, then every shareholder entitled to vote may cumulate

votes for candidates in the nomination and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which that shareholder’s shares are entitled, or distribute the shareholder’s votes on the same principle among any or all of the candidates, as the shareholder thinks fit. The candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected.

Section 9. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS.

The transactions of any meeting of shareholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present, either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to a holding of the meeting, or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in the second paragraph of Section 4 of this Article II, the waiver of notice or consent shall state the general nature of the proposal. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the meeting.

Section 10. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.

Any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted. In the case of election of directors, such a consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of directors; provided, however, that a director may be elected at any time to fill a vacancy on the Board of Directors that has not been filled by the directors, by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of directors. All such consents shall be filed with the Secretary of the Corporation and shall be maintained in the corporate records. Any shareholder giving a written consent, or the shareholder’s proxy holders, or a transferee of the shares or a personal representative of the shareholder or their respective proxy holders, may revoke the consent by a writing received by the Secretary of the Corporation before written consents of the number of shares required to authorize the proposed action have been filed with the Secretary.

If the consents of all shareholders entitled to vote have not been solicited in writing, and if the unanimous written consent of all such shareholders shall not have been received, the Secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting. This notice shall be given in the manner specified in Section 5 of this Article II. In the case of approval. of (i) contracts or transactions in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Corporations Code of California, (ii)indemnification of agents of the Corporation, pursuant to Section 317 of that Code, (iii) a reorganization of the Corporation, pursuant to Section 1201 of that Code, and (iv) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall be given at least ten (10) days before the consummation of any action authorized by that approval.

Section 11. RECORD DATE FOR SHAREHOLDER NOTICE, VOTING AND GIVING CONSENTS.

For purposes of determining the shareholders entitled to notice of any meeting or to vote or entitled to give consent to corporate action without a meeting, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and, in this event, only shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date, except as otherwise provided in the California General Corporation Law.

If the Board of Directors does not so fix a record date:

(a) The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the date on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

(b) The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, (i) when no prior action by the Board has been taken, shall be the date on which the first written consent is given, or (ii) when prior action of the Board has been taken, shall be at the close of business on the day on which the Board adopts the resolution relating to that action, or the sixtieth (60th) day before the date of such other action, whichever is later.

Section 12. PROXIES.

Every person entitled to vote for directors or on any matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the Secretary of the Corporation. A proxy shall be deemed signed if the shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, or otherwise) by the shareholder or the shareholder’s attorney in fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it, before the vote pursuant to that proxy, by a writing delivered to the Corporation stating that the proxy is revoked, or by a subsequent proxy executed by, or attendance at the meeting and voting in person by, the person executing the proxy; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the Corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy. The irrevocability of a proxy that states on its fact that it is irrevocable shall be governed by the provisions of Sections 705(e) and 705(f) of the Corporations Code of California.

Section 13. INSPECTORS OF ELECTION.

Before any meeting of shareholders, the Board of Directors may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the chairman of the meeting may, and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the Chairman of the meeting may, and upon the request of any shareholder or a shareholder’s proxy shall, appoint a person to fill that vacancy.

These inspectors shall:

(a) Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum and the authenticity, validity, and effect of proxies;

(b) Receive voted, ballots or consents;

(d) Count and tabulate all votes or consents;

(e) Determine when the polls shall close;

(f) Determine the result; and

(g) Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

ARTICLE III

DIRECTORS

Section 1. POWERS.

Subject to the provisions of the California General Corporations Law and any limitations in the Articles of Incorporation and these Bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors.

Section 2. NUMBER AND QUALIFICATION OF DIRECTORS.

The authorized number of directors shall be not less than three (3) nor more than seven (7) until changed by amendment of the Articles or by bylaw duly adopted by approval of the outstanding shares. The exact number of directors shall be fixed, within the limit specified, by resolution, or by amendment of the next sentence duly adopted either by the board or the shareholders. The exact number of directors shall be three (3) until changed as provided in this section 2.

Section 3. ELECTION AND TERM OF OFFICE OF DIRECTORS.

Directors shall be elected at each annual meeting of the shareholders to hold office until the next annual meeting. Each director, including a director elected to fill a vacancy, shall hold office until the next annual meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

Section 4. VACANCIES.

Vacancies in the Board of Directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, except that a vacancy created by the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the vote of a majority of the

shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of a majority of the outstanding shares entitled to vote. Each director so elected shall hold office until the next annual meeting of the shareholders and until a shareholder has been elected and qualified.

A vacancy or vacancies in the Board of Directors shall be deemed to exist in the event of the death, resignation or removal of any director, or if the Board of Directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of directors is increased, or if the shareholders fail, at any meeting of shareholders, to elect the number of directors to be voted for at that meeting.

Any director may resign effective on giving written notice to the Chairman of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.

No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

Section 5. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE.

Regular meetings of the Board of Directors may be held at any place within or outside the State of California that has been designated from time to time by resolution of the Board. In the absence of such a designation, regular meetings shall be held at the principal executive office of the Corporation. Special meetings of the Board shall be held at any place within or outside the State of California that has been designated in the notice of the meeting or, if not stated in the notice or there is no notice, at the principal executive office of the Corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at the meeting.

Section 6. ANNUAL MEETING.

Immediately following each annual meeting of shareholders, the Board of Directors shall hold a regular meeting for the purpose or organization, any desired election of officers, and the transaction of other business. Notice of this meeting shall not be required.

Section 7. OTHER REGULAR MEETINGS.

Other regular meetings of the Board of Directors shall be held without call at such times as shall from time to time be fixed by the Board of Directors. Such regular meetings may be held without notice.

Section 8. SPECIAL MEETINGS.

Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chairman of the Board or the President or any Vice President or the Secretary of any two directors.

Notice of the time and place of special meeting shall be delivered personally or by telephone to each director or sent by first class mail or telegram, charges prepaid, addressed to each director at that director’s

address as it is shown on the records of the Corporation. In case the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. In case the notice is delivered personally, or by telephone or telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty- eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose of the meeting nor the place if the meeting is to be held at the principal executive office of the Corporation.

Section 9. QUORUM.

A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 11 of this Article III. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions of Section 310 of the Corporations Code of California (as to approval of contracts or transactions in which a director has a direct or indirect material financial interest), Section 311 of that Code (as to appointment of committees), and Section 317(3) of that Code (as to indemnification of directors). A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action is taken is approved by at least a majority of the required quorum for that meeting.

Section 10. WAIVER OF NOTICE.

The transactions of any meeting of the Board of Directors, however called and notices or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting or an approval. of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement, the lack of notice to that director.

Section 11. ADJOURNMENT.

A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

Section 12. NOTICE OF ADJOURNMENT.

Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (24) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting, in the manner specified in Section 8 of this Article III, to the directors who were not present at the time of the adjournment.

Section 13. ACTION WITHOUT MEETING.

Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board shall individually and collectively consent in writing to that action. Such action by writ-ten consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.

Section 14. FEES AND COMPENSATION OF DIRECTORS.

Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement of expenses, as may be fixed or determined by resolution of the Board of Directors. This Section 14 shall not be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation for those services.

ARTICLE IV

COMMITTEES

Section 1. COMMITTEES OF DIRECTORS.

The Board of Directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the Board. The Board may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. Any committee, to the extent provided in the resolution of the Board, shall have all the authority of the Board, except with respect to:

(a) The approval of any action which, under the General Corporation Law of California, also requires shareholders’ approval of the outstanding shares;

(b) The filling of vacancies on the Board of Directors or in any committee;

(d) The amendment or repeal of Bylaws or the adoption of new Bylaws;

(e) The amendment or repeal of any resolution of the Board of Directors which by its express terms is not so amendable or repealable;

(f) A distribution to the shareholders of the Corporation, except at a rate or in a periodic amount or within a price range determined by the Board of Directors; or

(g) The appointment of any other committees of the Board of Directors or the members of these committees.

ARTICLE V

OFFICERS

Section 1. OFFICERS.

The officers of the Corporation shall be a president, a secretary and a chief financial officer. The Corporation may also have, at the discretion of the Board of Directors, a chairman of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article V. Any number of offices may be held by the same person.

Section 2. ELECTION OF OFFICERS.

The officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article V, shall be chosen, by the Board of Directors, and each shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment.

Section 3. SUBORDINATE OFFICERS.

The Board of Directors may appoint, and may empower the President to appoint, such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the Bylaws or as the Board of Directors may from time to time determine.

Section 4. REMOVAL AND RESIGNATION OF OFFICERS.

Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board of Directors, at any regular or special meeting of the Board, or except in case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

Section 5. VACANCIES IN OFFICES.

A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to that office.

Section 6. CHAIRMAN OF THE BOARD.

The Chairman of the Board, is such an officer be elected, shall, if present, preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by the Bylaws. If there is no president, the Chairman of the Board shall in addition be the chief executive officer of the Corporation and shall have the powers and duties prescribed in Section 7 of this Article V.

Section 7. PRESIDENT.

Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and the officers of the Corporation. He shall preside at all meetings of the shareholders and, in the absence of the Chairman of the Board, or if there is none, at all meetings of the Board of Directors. He shall have the general powers and duties of management usually vested in the office of the President of a Corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws.

(a) The President of this Corporation, Ronald N. Tutor, is authorized and empowered to execute on behalf of this Corporation any and all prequalification statements, bid documents, contracts, change orders, supplemental agreements, purchase orders, subcontracts, lease agreements, joint venture agreements and any other documents obligating this Corporation which he deems necessary and appropriate in carrying out his duties as President of this Corporation.

Section 8. VICE PRESIDENTS.

In the absence of disability of the President, the Vice Presidents, if any, in order of their rank as fixed by the Board of Directors, or if not ranked, a Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the Bylaws, and the President, or the Chairman of the Board.

(a) In the absence of the President, James A. Frost, Executive Vice President and Chief Operating Office and William B. Sparks, Senior Vice President, acting jointly or separately, are authorized and empowered to execute on behalf of this Corporation any and all bid documents, bid bonds, performance bonds, labor and material bonds, contracts, change orders, supplemental agreements, purchase orders, subcontracts, lease agreements and any other documents obligating this Corporation which they/he deem necessary and appropriate in carrying out their duties as Executive Vice President and Senior Vice President.

Section 9. SECRETARY.

The Secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of directors, committees of directors and shareholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at directors meetings or committee meetings, the number of shares present or represented at shareholders meetings and the proceedings.

The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Corporation’s transfer agent or registrar, as determined by resolution of the Board of Directors, a share register, or a duplicate share register, showing the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same and the number and date of cancellation of every certificate surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors required by the Bylaws or by law to be given, and he shall keep the seal of the Corporation, if one be adopted, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the Bylaws.

Section 10. CHIEF FINANCIAL OFFICER.

The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. The books of account shall at all reasonable times be open to inspection by any director.

The Chief Financial Officer shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall render to the President and

directors, whenever they request it, an account of all of his transactions as Chief Financial Officer and of the financial condition of the Corporation, and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.

Section 11. TREASURER.

The Treasurer shall assist the Chief Financial Officer in keeping and maintaining adequate and correct books and records of accounts of the properties and business transaction of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. The Treasurer shall have other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS,

OFFICERS, EMPLOYEES AND OTHER AGENTS

Section 1. AGENTS, PROCEEDINGS AND EXPENSES.

For the purposes of this Article, “agent” means any person who is or was a director, officer, employee or other agent of this Corporation, or is or was serving at the request of this Corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of this Corporation or of another enterprise at the request of such predecessor corporation; “proceeding” means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and “expenses” includes, without limitation, attorneys’ fees and any expenses of establishing a right to indemnification under Section 4 or Section 5(c) of this Article.

Section 2. ACTIONS OTHER THAN BY THE CORPORATION.

The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding (other than an action by or in the right of this Corporation) by reason of the fact that such person is or was an agent of this Corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if that person acted in good faith and in a manner that person reasonably believed to be in the best interests of this Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of that person was unlawful. The termination of any proceeding by judgment, order settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of this Corporation or that the person had reasonable cause to believe that the person’s conduct was unlawful.

Section 3. ACTIONS BY THE CORPORATION.

This Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action by or in the right of this Corporation to procure a judgment in its favor by reason of the fact that that person is or was an agent of this Corporation, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of that action if that person acted in good faith, in a manner that person believed to be in the best interests of this Corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under this Section 3:

(a) In respect to any claim, issue or matter as to which that person shall have been adjudged to be liable to this Corporation in the performance of that person’s duty to this Corporation, unless and only to the extent that the court in which that action was brought shall determine upon application that, in view of all the circumstances of the case, that person is fairly and reasonably entitled to indemnity for the expenses which the court shall determine;

(b) Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or

(c) Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval.

Section 4. SUCCESSFUL DEFENSE BY AGENT.

To the extent that an agent of this Corporation has been successful on the merits in defense of any proceeding referred to in Sections 2 and 3 of this Article, or in defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

Section 5. REQUIRED APPROVAL.

Except as provided in Section 4 of this Article, any indemnification under this Article shall be made by this Corporation only if authorized in the specific case on a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Sections 2 or 3 of this Article, by:

(a) A majority vote of a quorum consisting of directors who are not parties to the proceeding;

(b) Approval by the affirmative vote of a majority of the shares of this Corporation entitled to vote represented at a duly held meeting at which a quorum is present or by the written consent of holders of a majority of the outstanding shares entitled to vote. For this purpose, the shares owned by the person to be indemnified shall not be considered outstanding or entitled to vote thereon; or

(c) The court in which the proceeding is or was pending, on application made by this Corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney or other person is opposed by this Corporation.

Section 6. ADVANCE OF EXPENSES.

Expenses incurred in defending any proceeding may be advanced by this Corporation before the final disposition of the proceeding on receipt of an undertaking by or on behalf of the agent to repay the amount of the advance unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Article.

Section 7. OTHER CONTRACTUAL RIGHTS.

Nothing contained in this Article shall affect any right to indemnification to which persons other than directors and officers of this Corporation or any subsidiary hereof may be entitled by contract or otherwise.

Section 8. LIMITATIONS.

No indemnification or advance shall be made under this Article, except as provided in Section 4 or Section 5(c), in any circumstance where it appears:

(a) That it would be inconsistent with a provision of the Articles, a resolution of the shareholders, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

(b) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

Section 9. INSURANCE.

Upon and in the event of a determination by the Board of Directors of this Corporation to purchase such insurance, this Corporation shall purchase and maintain insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not this Corporation would have the power to indemnify the agent against that liability under the provisions of this Section.

Section 10. FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLAN.

This Article does not apply to any proceeding against any trustee, investment manager or other fiduciary of an employee benefit plan in that person’s capacity as such, even thought that person may also be an agent of the Corporation as defined in Section 1 of this Article. Nothing contained in this Article shall limit any right to indemnification to which such a trustee, investment manager or other fiduciary may be entitled by contract or otherwise, which shall be enforceable to the extent permitted by applicable law other than this Article.

ARTICLE VII

RECORDS AND REPORTS

Section 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER.

The Corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, if either be appointed, and as determined by resolution of the Board of Directors, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each shareholder.

A shareholder or shareholders of the Corporation holding at least five percent (5) in the aggregate of the outstanding voting shares of the Corporation may (i) inspect and copy the records of shareholders’ names and addresses and shareholdings during usual business hours on five (5) days prior written demand on the Corporation, and (ii) obtain from the transfer agent of the Corporation, on written demand and on the tender of such transfer agent’s usual charges for such list, a list of the shareholders1 names and addresses, who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which that list has been compiled or as of a date specified by the shareholder after the date of demand. This list shall be made available to any such shareholder by the transfer agent on or before the later of five (5) days after the demand is received or the date specified in the demand as the date as of which the list is to be compiled. The record of shareholders shall also be open to inspection on the written demand of any shareholder or holder of a voting trust certificate, at any time during usual business house, for a purpose reasonably related to the holder’s interests as a

shareholder or as the holder of a voting trust certificate. Any inspection and copying under this Section 1 may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making the demand.

Section 2. MAINTENANCE AND INSPECTION OF BYLAWS.

The Corporation shall keep at its principal executive office, or if its principal executive office is not in the State of California, at its principal business office in this State, the original or a copy of the Bylaws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the Corporation is outside the State of California and the Corporation has no principal business office in this State, the Secretary shall, upon the written request of any shareholder, furnish to that shareholder a copy of the Bylaws as amended to date.

Section 3. MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS.

The accounting books and records and minutes of proceedings of the shareholders and the Board of Directors any committee or committees of the Board of Directors shall be kept at such place or places designated by the Board of Directors, or, in the absence of such designation, at the principal executive office of the Corporation. The minutes shall be kept in written form and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form. The minutes and accounting books and records shall be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate, at any reasonable time during the usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. These rights of inspection shall extend to the records of each subsidiary corporation of the Corporation.

Section 4. INSPECTION BY DIRECTORS.

Every director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the Corporation and each of its subsidiary corporations. This inspection by a director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

Section 5. ANNUAL REPORT TO SHAREHOLDERS.

The annual report to shareholders referred to in Section 1501 of the California General Corporation Law is expressly dispensed with, but nothing herein shall be interpreted as prohibiting the Board of Directors from issuing annual or other periodic reports to the shareholders of the Corporation as they consider appropriate.

Section 6. FINANCIAL STATEMENTS.

A copy of any annual financial statement and any income statement of the Corporation for each quarterly period of each fiscal year, and any accompanying balance sheet of the Corporation as of the end of each such period, that has been prepared by the Corporation shall be kept on file in the principal executive office of the Corporation for twelve (12) months and each such statement shall be exhibited at all reasonable times to any shareholder demanding an examination of any such statement or a copy shall be mailed to any such shareholder.

If a shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the Corporation makes a written request to the Corporation for an income statement of the Corporation for the three-month, six-month or nine-month period of the then current fiscal year ended more than

thirty (30) days before the date of the request, and a balance sheet of the Corporation as of the end of that period, the Chief Financial Officer shall cause that statement to be prepared, if not already prepared, and shall deliver personally or mail that statement or statements to the person making the request within (30) days after the receipt of the request. If the Corporation has not sent to the shareholders its annual report for the last fiscal year, this report shall likewise be delivered or mailed to the shareholder or shareholders within thirty (30) days after the request.

The Corporation shall also, on the written request of any shareholder, mail to the shareholder a copy of the last annual, semi-annual, or quarterly income statement which it has prepared, and a balance sheet as of the end of that period.

The quarterly income statements and balance sheets referred to in this Section shall be accompanied by the report, if any, of any independent accountants engaged by the Corporation or the certificate of an authorized officer of the Corporation that the financial statements were prepared without audit from the books and records of the Corporation.

ARTICLE VIII

GENERAL CORPORATE MATTERS

Section 1. RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING.

For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than action by shareholders by written consent without a meeting), the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days before any such action, and in that case only shareholders of record on the date so fixed are entitled to receive the dividend, distribution or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date so fixed, except as otherwise provided in the California Corporation Law.

If the Board of Directors does not so fix a record date, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the Board adopts the applicable resolution or the sixtieth (60th) day before the date of that action, whichever is later.

Section 2. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS.

All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable by the Corporation, shall be signed or endorsed by such person or persons and in such manner as from time to time shall be determined by resolution of the Board of Directors.

Section 3. CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED.

The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation, and this authority may be general or confined to specific instances; and, unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 4. CERTIFICATES FOR SHARES.

A certificate or certificates for shares of the capital stock of the Corporation shall be issued to each shareholder when any of these shares are fully paid, and the Board of Directors may authorize the issuance of certificates or shares as partly paid provided that these certificates shall state the amount of the consideration to be paid for them and the amount paid. All certificates shall be signed in the name of the Corporation by the Chairman of the Board or Vice Chairman of the Board or the President or Vice President and by the Chief Financial Officer of Assistant Treasurer or the Secretary or any Assistant Secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that officer, transfer agent or registrar before that certificate is issued, it may be issued by the Corporation with the same effect as if that person were an officer, transfer agent or registrar at the date of issue.

Section 5. LOST CERTIFICATES.

Except as provided in this Section 5, no new certificates for shares shall be issued to replace an old certificate unless the latter is surrendered to the Corporation and cancelled at the same time. The Board of Directors may, in case any share certificate or certificate for any other security is lost, stolen or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the Board may require, including provision for indemnification of the Corporation secured by a bond or other adequate security sufficient to protect the Corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft or destruction of the certificate or the issuance of the replacement certificate.

Section 6. REPRESENTATION OF SHARES OF OTHER CORPORATIONS.

The Chairman of the Board, the President or any Vice President, or any other person authorized by resolution of the Board of Directors or by any of the foregoing designated officers, is authorized to vote on behalf of the Corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the Corporation. The authority granted to these officers to vote or represent on behalf of the Corporation any and all shares held by the Corporation in any other corporation or corporations may be exercised by any of these officers in person or by any person authorized to do so by a proxy duly executed by these officers.

Section 7. CONSTRUCTION AND DEFINITIONS.

Unless the contest so requires otherwise, the general provisions, rules of construction and definitions in the California General Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

ARTICLE IX

AMENDMENTS

Section 1. AMENDMENT BY SHAREHOLDERS.

New Bylaws may be adopted or these Bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the Articles of Incorporation of the Corporation set forth the number of authorized directors of the Corporation the authorized number of directors may be changed only by an amendment of the Articles of Incorporation.

Section 2. AMENDMENT BY DIRECTORS.

Subject to the rights of the shareholders as provided in Section 1 of this Article IX, Bylaws, other than a Bylaw or an amendment of a Bylaw changing the authorized number of directors, may be adopted, amended or repealed by the Board of Directors.

CERTIFICATION

I, WILLIAM B. SPARKS, Secretary, do hereby certify that the foregoing are the Bylaws of Tutor-Saliba Builders duly adopted at a meeting held on the 3rd day of July, 2008 and that said Bylaws are in full force and effect.

Dated: July 3, 2008	/s/ William B. Sparks
	William B. Sparks

EX-3.51 46 a2203045zex-3_51.htm EX-3.51

Exhibit 3.51

ARTICLES OF INCORPORATION

POWERCO ELECTRIC CORP.

ONE: The name of this Corporation is POWERCO ELECTRIC CORP.

TWO: The purpose of this Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

THREE: The name and address in the State of California of this corporation’s initial agent for service of process is David L. Blender, Esq., 5959 Topanga Canyon Boulevard, Suite 200, Woodland Hills, California 91367.

FOUR: The Corporation is authorized to issue only one Class of shares of stock; and the total number of shares which this corporation is authorized to issue is 10,000 shares.

Dated: February 27, 1995



	/s/David L. Blender
	DAVID L. BLENDER

I hereby declare that I am the person who executed the foregoing Articles of Incorporation, which execution is my act and deed.

	/s/David L. Blender
	DAVID L. BLENDER

EX-3.52 47 a2203045zex-3_52.htm EX-3.52

Exhibit 3.52

BY-LAWS OF

POWERCO ELECTRIC CORP.,

(A California Corporation)

ARTICLE I

OFFICES

Section 1. PRINCIPAL EXECUTIVE OFFICES. The principal executive office of the Corporation is hereby fixed and located at 7760 Deering Avenue, Canoga Park, CA 91304. The Board of Directors is hereby granted full power and authority to change said principal executive office from one location to another, within or without the State of California.

Section 2. OTHER OFFICES. Other business offices may from time to time be established by the Board of Directors at any place or places where the Corporation is qualified to do business.

Section 3. PURPOSES AND POWERS. The Corporation shall have such purposes as are now or may hereafter be set forth in the Articles of Incorporation and shall have and exercise such powers in furtherance of its purposes as are now or may hereafter be set forth in the Articles of Incorporation.

ARTICLE II

SHAREHOLDERS’ MEETINGS

Section 1. TIME. An annual meeting of shareholders shall be held for the election of directors on a date and at a time stated in or fixed in accordance with the By-Laws and any other proper business may be transacted thereat. Any special meeting shall be held on the date and at the time as the Board of Directors shall from time to time fix.

Time of Meeting:	10:00 a.m.
Date of Meeting:	Fifteen (15) days following the end of the Corporation’s fiscal year

Under no circumstances shall an annual meeting be held more than sixty (60) days after the date designated therefor or, if no date has been designated, for a period of fifteen (15) months after the organization of the Corporation or after its last annual meeting.

Section 2. PLACE. Annual meetings of shareholders and any special meetings shall be held at such place within or without this state as may be stated in or fixed in accordance with the By-Laws or as the Board of Directors may from time to time fix. If no other place is stated or so fixed, shareholder meetings shall be held at the principal executive office of the Corporation.

Section 3. CALL. Annual meetings may be called by the Board, the President, the Secretary, or by any officer instructed by the Board to call the meeting.

Section 3.1 Special meetings may be called in like manner or by the holders of shares entitled to cast not less than ten percent (10%) of the votes at the meeting or by such other persons as may be provided in the Articles or By-Laws.

Section 4. NOTICE. Whenever shareholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each shareholder entitled to vote thereat. Such notice shall state the place, date, and hour of the meeting, and (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of the annual meeting, those matters which the Board, at the time of the mailing of the notice, intends to present for action by the shareholders, but subject to the provisions of the General Corporation Law. The notice of any meeting at which directors are to be elected shall include the names of nominees intended at the time of the notice to be presented by management for election.

Section 4.1. Notice of a shareholders’ meeting or any report shall be given either personally or by mail or other means of written communication, addressed to the shareholder at the address of such shareholder appearing on the books of the Corporation or given by the shareholder to the Corporation for the purpose of notice; or if no such address appears or is given, at the place where the principal executive office of the Corporation is located or by publication at least once in a newspaper of general circulation in the county in which the principal executive office is located. The notice or report shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by other means of written communication. An affidavit of mailing of any notice or report in accordance with the provisions of this subsection, executed by the Secretary, Assistant Secretary, or any transfer agent, shall constitute sufficient proof of the giving of the notice or report.

If any notice or report addressed to the shareholder at the address of such shareholder appearing on the books of the Corporation is returned to the Corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice or report to the shareholder at such address, all future notices or reports shall be deemed to have been duly given without further mailing if the same shall be available for the shareholder upon written demand of the shareholder at the principal executive office of the Corporation for a period of one (1) year from the date of the giving of the notice or report to all other shareholders.

Section 4.2. Upon request in writing to the President, Vice President, or Secretary by any person (other than the Board) entitled to call a special meeting of shareholders, the officer forthwith shall cause notice to be given to the shareholders entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the persons entitled to call the meeting may give the notice.

Section 4.3. When a shareholders’ meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than forty-five (45) days or if after the adjournment a new record date is fixed for the adjourned

meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting as provided in the By-Laws or as the General Corporation Law may require.

Section 4.4. The notice of any annual or special meeting shall also include, or be accompanied by, any additional statements, information, or documents prescribed by the General Corporation Law.

Section 5. CONSENT. The transactions of any meeting of shareholders, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice of a consent to the holding of the meeting or an approval of the minutes thereof.

Section 5.1. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 5.2. Attendance of a person at a meeting constitutes a waiver of notice of such meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting shall not constitute a waiver of any right to object to the consideration of matters required by the General Corporation Law to be included in the notice if such objection is expressly made at the meeting.

Section 5.3. Except as otherwise provided in subdivision (f) of Section 601 of the General Corporation Law, neither the business to be transacted at nor the purpose of any regular or special meeting need be specified in any written waiver of notice.

Section 6. CONDUCT OF MEETING. Meetings of the shareholders shall be presided over by one of the following officers in the following order of seniority and if present and acting: the President, a Vice President, or, if none of the foregoing is in office and present, and acting, by a chairman to be chosen by a majority of the shares represented at the meeting and entitled to vote.

Section 6.1. The Secretary of the Corporation, or in his or her absence, an assistant secretary, shall act as secretary of every meeting, but, if neither the Secretary nor an assistant secretary is present, the chairman of the meeting shall appoint a secretary of the meeting.

Section 7. PROXY REPRESENTATION. Every person entitled to vote shares may authorize another person or persons to act by proxy with respect to such shares whether at a meeting or by written action. No proxy shall be valid after the expiration of eleven (11) months from the date of its execution unless otherwise provided in the proxy. Every proxy shall continue in full force and effect until revoked by the person executing it prior to the vote or written action pursuant thereto, except as otherwise provided in this section or by the General Corporation Law.

Section 7.1. As used herein, a “proxy” shall be deemed to mean a written authorization signed by a shareholder or a shareholder’s attorney-in-fact, giving another person or persons power to vote or consent in writing with respect to the shares of such shareholder, and “Signed” as used herein shall be deemed to mean the placing of such shareholder’s name on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by such shareholder or

shareholder’s attorney-in-fact.

Section 7.2. Where applicable, the form of any proxy shall comply with the provisions of Section 604 of the General Corporation Law.

Section 7.3. Notwithstanding any other provision of this Section, any holder of a proxy given by a qualified shareholder must be a licensed person who qualifies within the meaning of California Corporations Code Section 13401 (c) and who is not a disqualified person within the meaning of California Corporations Code Section 13401 (d)

Section 8. INSPECTORS — APPOINTMENT. In advance of any meeting of shareholders, the Board of Directors may appoint inspectors of election to act at the meeting and any adjournment thereof. If inspectors of election are not so appointed, or, if any persons so appointed fail to appear or refuse to act, the chairman of any meeting of shareholders may, and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election (or persons to replace any of those who so fail or refuse) at the meeting. The number of inspectors shall be either one (1) or three (3) If appointed at a meeting on the request of one or more shareholders or proxies, the majority of shares represented shall determine whether one or three inspectors are to be appointed.

Section 8.1. The inspectors of election shall determine the number of shares outstanding and the voting power of each; the shares represented at the meeting; the existence of a quorum; the authenticity, validity and effect of proxies; receive votes, ballots, if any, or consents; hear and determine all challenges and questions in any way arising in connection with the right to vote; count and tabulate all votes or consents; determine when the polls shall close; determine the result; and do such acts as may be proper to conduct the election or vote with fairness to all shareholders.

Section 8.2. If there are three (3) inspectors of election, the decision, act or certificate of a majority shall be effective in all respects as the decision, act or certificate of all.

Section 9. SUBSIDIARY CORPORATIONS. Shares of this Corporation owned by a subsidiary shall not be entitled to vote on any matter. For purposes of this section, a “subsidiary” of this Corporation means a corporation of whose shares those possessing more than fifty percent (50%) of the total combined voting power of all classes of shares entitled to vote are owned directly or indirectly through one or more subsidiaries by this Corporation.

Section 10. QUORUM; VOTE; WRITTEN CONSENT.

A. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum for the transaction of business at a meeting of shareholders.

B. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

C. In the absence of a quorum, any meeting of Shareholders may be adjourned from time to time by the vote of a majority of the shares represented

thereat, either in person or by proxy, but no other business may be transacted except as hereinbefore provided.

Section 10.1. Unless a record date for voting purposes be fixed, as provided in Section 4 of Article V of these By-Laws, then, subject to the provisions of Chapter 7 of the General Corporation Law of California (relating to voting of shares), only persons in whose names shares entitled to vote stand on the stock records of the Corporation at the close of business on the business day next preceding the date on which notice of the meeting is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held, shall be entitled to vote at such meeting, and such day shall be the record date for such meeting.

Section 10.1.1. A “disqualified person” within the meaning of California Corporations Code Section 13401 (d) shall have no power to vote.

Section 10.2. In the election of directors, a plurality of the votes cast shall elect. No shareholder shall be entitled to cumulate votes for any one or more candidates at a meeting for the election of directors unless such candidate’s or candidates’ names have been placed in nomination prior to the voting, and the shareholder has given notice at the meeting prior to the voting of the shareholders’ intention to cumulate the shareholder’s votes. If any one shareholder has given such notice, all shareholders may cumulate their votes for such candidates in nomination.

Section 10.3. Except as otherwise provided by the General Corporation Law, the Articles of Incorporation or these By-Laws, any action required or permitted to be taken at a meeting at which a quorum is present shall be authorized by the affirmative vote of a majority of the shares represented at the meeting and entitled to vote, and shall thereby constitute an act of the shareholders.

Section 10.4. Except in the election of directors by written consent in lieu of a meeting, and except as may otherwise be provided by the General Corporation Law, the Articles of Incorporation or these By-Laws, any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, shall be signed by holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

A. Directors may not be elected by written consent except by unanimous written consent of all shares entitled to vote for the election of directors.

B. Notice of any shareholder approval pursuant to Section 310, 317, 1201 or 2007 without a meeting by less than unanimous written consent shall be given at least ten (10) days before the consummation of the action authorized by such approval, and prompt notice shall be given of the taking of any other corporate action approved by shareholders without a meeting by less than unanimous written consent to those shareholders entitled to vote who have not consented, in writing.

Section 11. BALLOT. Elections of directors at a meeting need not be by ballot unless a shareholder demands election by allot at the election and before the voting begins. In all other matters, voting need not be by ballot.

Section 12. SHAREHOLDERS’ AGREEMENTS. Notwithstanding the above provisions, in the event this Corporation elects to become a “close corporation,” an agreement between two (2) or more shareholders thereof, if in writing and signed by the parties thereto, may provide that in exercising any voting rights, the shares held by them shall be voted as provided by the agreement, or as the parties may agree or as determined in accordance with a procedure agreed upon by them, or as otherwise provided in Section 706, or may modify the above provisions as to shareholders’ meetings and actions.

ARTICLE III

BOARD OF DIRECTORS

Section 1. FUNCTIONS. The business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of its Board of Directors. The Board of Directors may delegate the management of the day-to-day operation of the business of the Corporation to a management company or other person, provided that the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board of Directors.

A. The Board of Directors shall have authority to fix the compensation of directors for services in any lawful capacity.

Section 1.1. Each director shall exercise such powers and otherwise perform the duties of a director in good faith, in the manner such director believes to be in the best interests of the Corporation, and with such care, including reasonable inquiry, using ordinary prudence, as an ordinarily prudent person in a like position would use under similar circumstances.

Section 2. EXCEPTION FOR CLOSE CORPORATION. In the event that this Corporation shall elect to become a close corporation, as defined in Section 158, its shareholders may enter into a Shareholders’ Agreement as defined and provided in Sections 186 and 300(b) Notwithstanding the provisions of Section 1 of this Article, said agreement may provide for the exercise of corporate powers and the management of the business and affairs of this Corporation by the shareholders, provided, however, that such agreement shall, to the extent and so long as the discretion or the powers of the Board in its management of corporate affairs is controlled by such agreement, impose upon each shareholder who is a party thereof, liability for managerial acts performed or omitted by such person pursuant thereto that is otherwise imposed by Section 300 upon directors, and the directors shall be relieved to that extent from such liability.

Section 3. QUALIFICATIONS AND NUMBER. A director need not be a shareholder of the Corporation, a citizen of the United States, or a resident of the State of California.

Section 3.1. The authorized number of directors constituting the Board of Directors, until further changed, shall be one (1); provided further that, whenever the Corporation shall have only three or more

shareholders, the number of directors shall be three (3), and, whenever the Corporation shall have only two shareholders, the number of directors shall be two (2). Subject to the foregoing provisions, the number of directors may be changed from time to time by an amendment to these By-Laws adopted by approval of the outstanding shares. Any such amendment reducing the number of directors to fewer than five (5) cannot be adopted if the votes cast against its adoption at a meeting of the shares not consenting in writing in the case of action by written consent are equal to more than sixteen and two-thirds percent (16 2/3%) of the outstanding shares or as provided by Section 212(a). No decrease in the authorized number of directors shall have the effect of shortening the term of any incumbent director.

Section 4. ELECTION AND TERM. The initial Board of Directors shall consist of the persons designated in the Articles as such or elected by the incorporators, all of whom shall hold office until the first annual meeting of the shareholders or until the expiration of the term for which elected and until their successors have been elected and qualified, or until their earlier resignation or removal from office. Thereafter, at each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting. Each director, including directors who are elected to fill any vacancies, shall hold office until the next annual meeting of shareholders and until their successors have been elected and qualified, or until their earlier resignation, removal from office, or death.

Section 4.1. An ex officio director serves on the Board by virtue of his/her official position. He/she shall remain an ex officio director until he/she shall no longer holds a designated position which is the basis for ex officio membership.

Section 4.2. If, in the interim between annual meetings of shareholders, or of special meetings of shareholders called for the election of directors, any vacancies occur in the Board of Directors, including vacancies resulting from an increase in the authorized number of directors which have not been filled by the shareholders, including any other vacancies which the General Corporation Law authorizes directors to fill, and including vacancies resulting from the removal of directors which are not filled at the meeting of shareholders at which any such removal has been effected, if the Articles of Incorporation or a By-Law adopted by the shareholders so provides, they may be filled by the vote of a majority of the directors then in office or by a sole remaining director, although less than a quorum exists.

Section 4.3. Any director may resign effective upon giving notice to the Chairman of the Board, if any, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to the office when the resignation becomes effective.

Section 4.4. The shareholders may elect a director at any time to fill any vacancy which the directors are entitled to fill, but which they have not filled. Any such election by written consent shall require the consent of a majority of the shares.

Section 5. MEETINGS.

Section 5.1. TIME. Meetings shall be held at such time as provided in the Articles of as herein set forth in the By-Laws or as the Board shall fix by resolution, except that the first meeting of the newly elected Board shall be held as soon after its election as the directors may conveniently assemble. In the event the newly elected Board meets immediately following the annual meeting of shareholders wherein they were elected, then, for such meetings and notwithstanding any other provision of this section, call and notice are hereby waived and dispensed with.

Section 5.1.1. An annual meeting of the Board of Directors shall be held immediately following the annual meeting of shareholders or at such time and place as may be designated by the Chairman of the Board, if any, or the President in an appropriate notice of the meeting or as may be fixed by these By-Laws or by resolution of the Board of Directors, for the purpose of election of successor directors, election of officers, and the transaction of any other proper business.

Section 5.1.2. The Board of Directors shall meet regularly at such times as may be determined by the Board to be necessary to manage the business and affairs of the Corporation, which shall be not less than annually. The time and place of such meeting or meetings shall be fixed as according to this section.

Section 5.2. PLACE. Meetings of the Board of Directors may be held at any place within or without the State of California which has been designated in the notice of the meeting or, if not stated in said notice or if there is no notice given, at the place designated in these By-Laws or by resolution of the Board of Directors. In the absence of such designation, meetings shall be held at the principal executive office of the Corporation.

Section 5.3. SPECIAL MEETINGS. Meetings of the Board of Directors may be called at any time by the Chairman of the Board, if any, the President, or any Vice President, or the Secretary, or any two directors.

Section 5.4. NOTICE AND WAIVER THEREOF. No notice shall be required for regular meetings for which the time and place have been fixed by these By-Laws or by resolution of the Board of Directors. Special meetings shall be held upon at least four (4) days’ notice by mail or upon at least forty-eight (48) hours’ notice delivered personally or by telephone or telegraph.

A. Notice of a meeting need not be given to any director who signs a waiver of notice, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director.

B. A notice or waiver of notice need not specify the purpose of any regular or special meeting of the Board of Directors.

Section 6. SOLE DIRECTOR PROVIDED. In the event only one director is required by the By-Laws or Articles of Incorporation, pursuant to Section 212(a), or by law, pursuant to Section 13403, then any reference herein to notices, waivers, consents, meetings, or other actions by a majority or quorum of the directors shall be deemed to refer to such notice, waiver, etc., by such sole director, who shall have all rights and duties and shall be entitled to exercise all of the powers and shall assume all the responsibilities otherwise herein described as given to a Board of Directors.

Section 7. QUORUM AND ACTION. A majority of the authorized number of directors shall constitute a quorum of the Board for the transaction of business except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum unless otherwise prohibited by the General Corporation Law and, provided such majority shall constitute at least either one-third (1/3) of the authorized number of directors or at least two directors, whichever is larger, unless the authorized number of directors is only one.

Section 7.1. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors, if any, who were not present at the time of adjournment.

Section 7.2. Except as the Articles of Incorporation, these By-Laws and the General Corporation Law may otherwise provide, the act or decision done or made by a majority of the directors present at the meeting duly held at which a quorum is present is the act of the Board of Directors.

Section 7.3. Members of the Board of Directors may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another, and participation by such use shall be deemed to constitute presence in person at any such meeting.

Section 7.4. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action is approved by at least a majority of the required quorum for such meeting.

Section 8. CHAIRMAN OF THE MEETING. The chairman of any meeting of the Board of Directors shall be the Chairman of the Board, if any and if present and acting, or the President, in the absence of the Chairman of the Board and if present and acting, or any director chosen by the Board or, provided in the By-Laws, who shall preside at all such meetings.

Section 9. REMOVAL OF DIRECTORS. The entire Board of Directors or any individual director may be removed from office without cause if such removal is approved by the holders of at least two-thirds (2/3) of the outstanding shares entitles to vote, and voting at a special meeting held for that purpose or by a vote of at least a majority of the Board of Directors, provided, that unless the entire Board is removed, an individual director shall not be removed when the votes cast against such removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election of directors at which the same total number of votes were cast or, if such action is taken by written consent (in lieu of the meeting), all such shares entitled to vote were voted and the entire number of such directors authorized at the time of the director’s most recent election were then being elected.

A. If it is deemed to be in the best interest of the Corporation, the director or directors subject to removal shall be notified of such a meeting held for this purpose, and such notice must be mailed not less than one week prior to the meeting, to the last known address of the director, stating that the question of removal will be brought before such noticed meeting.

Section 9.1. If any or all directors are so removed, new directors may be elected at the same meeting or by such written consent of the shareholders as provided by Section 305(b), or such vacancies on the Board may be filled by a majority of the directors then in office, whether or not less than a quorum, or by a sole remaining director.

Section 9.2. The Board of Directors may declare vacant the office of any director who has been declared of unsound mind by an order of court or who has been convicted of a felony.

Section 9.3. If all the shares of the Corporation are owned by the directors, then, upon transfer of the shares of this Corporation by the directors/shareholders to another licensed person within the meaning of California Corporations Code Section 13401(c), the transferors shall resign as directors and the transferee(s) shall become director(s) of this Corporation.

Section 10. COMMITTEES. The Board of Directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two or more directors to serve at the pleasure of the Board of Directors. The Board of Directors may designate one or more directors as alternate members of any such committee, who may replace any absent member at any meeting of such committee. Any such committee, to the extent provided in the resolution of the Board of Directors or as set forth in these By-Laws, shall have all the authority of the Board of Directors except such authority as the general Corporation Law may specifically exclude as a proper delegation of authority.

Section 11. INFORMAL ACTION. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes thereof. All such waivers, consents and/or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 12. WRITTEN ACTION. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all of the members of the Board of Directors shall individually or collectively consent in writing to such an action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such directors.

Section 13. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS. The Corporation may indemnify any director, officer, agent or employee as to those liabilities and on those terms and conditions as are specified in Section 317.

Section 13.1. In any event, the Corporation shall have the right to purchase and maintain insurance on behalf of any such persons against any liability asserted against or incurred by such person whether or not the Corporation would have the power to indemnify such person against the liability insured against.

Section 14. FEES AND COMPENSATION. Directors and members of committees shall not receive any salary for their services as directors or members, however, upon resolution of the Board, a fixed fee, with or without expenses of attendance, may be allowed for attendance at each meeting.

Section 14.1. Nothing herein contained shall be construed to preclude any director or committee member from serving the Corporation in any other capacity and receiving compensation therefor.

Section 15. TRANSACTIONS BETWEEN CORPORATION AND DIRECTORS. No contract or other transaction between the Corporation and one or more of its directors, or between the Corporation and any corporation, firm or association in which one or more of the directors has a material financial interest, is either void or voidable because such director or directors or such other corporation, firm or association are parties or because such director or directors are present at the meeting of the Board or a committee thereof which authorizes, approves or ratifies the contract or transaction, if done so according to the provisions set forth in Section 310 and the General Corporation Law.

ARTICLE IV

OFFICERS

Section 1. OFFICERS. The officers of the Corporation shall be a Chairman of the Board or a President or both, a Secretary, a Chief Financial Officer, and such other officers with such titles and duties as shall be stated in the By-Laws or determined by the Board of Directors and as may be necessary to enable it to sign instruments and share certificates. Such persons shall be selected in conformity with and meet the requirements of California Corporations Code Section 13403. Any number of offices may be held by the same person.

Section 1.1. If there is only one shareholder and one director, then that shareholder/director shall serve as the President and Chief Financial Officer of the Corporation. The other officers of the Corporation in such situations need not be licensed persons within the meaning of Section 13401(c); provided, however, if there are only two shareholders and there are two directors, then the two shareholder/directors shall fill the offices of President, Vice President, Secretary and Chief Financial Officer between them.

Section 2. ELECTION. The officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen annually by the Board of Directors and each shall hold his/her office until he/she shall resign or shall be removed or otherwise disqualified to serve, or until his/her successor shall be elected and qualified.

Section 3. SUBORDINATE OFFICERS, ETC. The Board of Directors may appoint such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these By-Laws or as the Board of Directors may from time to time determine.

Section 4. REMOVAL AND RESIGNATION. Any officer may be removed, either with or without cause, by a majority of the Directors then in office, at any regular or special meeting of the Board, or, except in the case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors (subject, in each case, to the rights, if any, of an officer under any contract of employment).

Section 4.1. Any officer may resign at any time by giving written notice to the Board of Directors, or to the Chairman of the Board, if any, or to the President, or to the Secretary of the Corporation. Any such resignation shall take effect at the date of the receipt of such notice, or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.2. Any officer who shall become a disqualified person as defined by California Corporations Code Section 13401(d) shall immediately, on the effective date of this disqualification, cease to be an officer.

Section 5. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in the By-Laws for regular appointments to such office.

Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if there shall be such an officer, shall, if present, preside at all meetings of the Board of Directors, and exercise and perform such other power and duties as may be from time to time assigned to him/her by the Board of Directors or prescribed by the By-Laws.

Section 7. PRESIDENT. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the Corporation, and shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and officers of the Corporation. The President shall preside at all meetings of the shareholders and in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. The President shall be ex officio a member of all standing committees, including the Executive Committee, if any, and shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the By-Laws.

Section 8. VICE PRESIDENT. In the absence or disability of the President, the Vice Presidents, in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions otherwise placed upon the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the By-Laws.

Section 9. SECRETARY. The Secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Directors may designate, of all meetings of Directors and Shareholders, with time and place of holding, whether of a regular or special nature (how authorized, if special), the notice thereof given, the names of those present at Directors’ meetings, the number of shares present or represented at Shareholders’ meetings and the proceedings thereof.

Section 9.1. The Secretary shall keep, or cause to be kept, at the principal office or at the office of the Corporation’s transfer agent, a share register (or duplicate share register) showing the names of the shareholders and their addresses; the number and classes of shares held by each; the number and date of certificates issued for same; and the number and date of cancellation of every certificate surrendered for cancellation.

Section 9.2. The Secretary shall give, or cause to be given, notice of all the meetings of the shareholders and of the Board of Directors required by the By-Laws or by the General Corporation Law to be given; and shall keep the seal of the Corporation in safe custody; and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the By-Laws.

Section 10. CHIEF FINANCIAL OFFICER. This officer shall keep and maintain, or cause to be kept and maintained in accordance with generally accepted accounting principles, adequate and correct accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, earnings (or surplus) and shares. Any surplus, including earned surplus, paid-in surplus, or surplus arising from a reduction of stated capital, shall be classified according to source and shown in a separate account. The books of account shall at all reasonable times be open to inspection by any director.

Section 10.1. Chief Financial Officer shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the Board of Directors. This officer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall render to the President and directors, whenever they request it, an account of all transactions and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the By-Laws.

Section 11. ASSISTANT SECRETARIES AND ASSISTANT FINANCIAL OFFICERS. The assistant secretaries and the assistant financial officers shall, in the absence or disability of the Secretary or Chief Financial Officer, respectively, and in the order of election, or as set by the Board, have the duties and powers of the Secretary or Chief Financial Officer and shall have such other duties and powers as the Board from time to time prescribes.

ARTICLE V

CERTIFICATES AND TRANSFERS OF SHARES

Section 1. CERTIFICATES FOR SHARES. Each certificate for shares of the Corporation shall set forth therein the name of the record holder of the shares represented thereby, the number of shares and the class or series of shares owned by said holder, the par value, if any, of the shares represented thereby, and such other statements, as applicable, as prescribed by Sections 416-419, inclusive, and other relevant sections of the General Corporation Law of the State of California (the “General Corporation Law”) and such other statements, as applicable, which may be prescribed by the Corporate Securities Law of the State of California and any other applicable provision of the law.

Section 1.1. Each such certificate issued shall be signed in the name of the Corporation by the Chairman of the Board of Directors, if any; of the vice chairman of the Board of Directors, if any; the President, if any; or a Vice President, if any; and by the Chief Financial Officer or an Assistant Financial Officer or the Secretary or an Assistant Secretary. Any or all of the signatures on a certificate for shares may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate for shares shall have ceased to be such officer, transfer agent or registrar before such certificate is issues, it may be issued by the Corporation with the same effect as if such person were an officer, transfer agent or registrar at the date of issue.

Section 1.2. In the event that the Corporation shall issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor, any such certificate for shares shall set forth thereon the statements prescribed by Section 409 of the General Corporation Law.

Section 2. LOST, STOLEN OR DESTROYED CERTIFICATES FOR SHARES. The Corporation may issue a new certificate for shares or for any other security in the place of any other certificate theretofore issued by it, which is alleged to have been lost, stolen or destroyed. As a condition to such issuance, the Corporation may require any such owner of the allegedly lost, stolen or destroyed certificate or any such owner’s legal representative to give the Corporation a bond, or other adequate security, sufficient to indemnify it against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 3. SHARE TRANSFERS. Upon compliance with any provision of the General Corporation Law and/or the Corporate Securities Law of 1968 which may restrict the transferability of shares, transfers of shares of the Corporation shall be made only on the record of shareholders of the Corporation by the registered holder thereof, or by that holder’s attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation or with a transfer agent or a registrar, if any, and on surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes, if any, due thereon.

Section 4. RECORD DATE FOR SHAREHOLDERS. In order that the Corporation may determine the shareholders entitled to notice of any meeting or to vote or be entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect to any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days or fewer than ten (10) days prior to the date of such meeting or more than sixty (60) days prior to any other action.

Section 4.1. If the Board of Directors shall not have fixed a record date as aforesaid, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held; the record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board of Directors has been taken, shall be the day on which the first

written consent is given; and the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto, or the sixtieth (60th) day prior to the day of such other action, whichever is later.

Section 4.2. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting, but the Board of Directors shall fix a new record date if the meeting is adjourned for more than forty-five (45) days from the date set for the original meeting.

Section 4.3. Except as may be otherwise provided by the General Corporation Law, shareholders on the record date shall be entitled to notice and to vote or to receive any dividend, distribution or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date.

Section 5. REPRESENTATION OF SHARES IN OTHER CORPORATIONS. Shares of other corporations standing in the name of this Corporation may be voted or represented and all incidents thereto may be exercised on behalf of the Corporation by the Chairman of the Board, the President or any Vice President or any other person authorized by resolution of the Board of Directors.

Section 6. MEANING OF CERTAIN TERMS. As used in these By-Laws with respect to the right to notice of a meeting of shareholders or a waiver thereof or to participate or vote thereat or to assent or consent or dissent in writing in lieu of a meeting, as the case may be, the term “share” or “shares” and to a holder or holders of record or outstanding shares when the Corporation is authorized to issue only one class of shares, and said reference is also intended to include any outstanding share or shares and any holder or holders of outstanding shares of any class upon which or upon whom the Articles of Incorporation confer such rights where there are two or more classes or series of shares or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the Articles of Incorporation may provide for more than one class or series of shares, one or more of which are limited or denied such rights thereunder.

Section 6.1. As used in the By-Laws, all references to specific sections without further description, and all references to the “General Corporation Law,” are in reference to the General Corporation Law of the State of California.

Section 6.2. As used in these By-Laws, with respect to the qualification of directors and officers to serve in such positions, such officer or director shall be qualified, disqualified, or unqualified as determined by the General Corporation Law, the Articles of Incorporation, these By-Laws, or by resolution of the Board of Directors.

Section 7. CLOSE CORPORATION CERTIFICATES. All certificates representing shares of this Corporation, in the event it shall elect to become a close corporation, shall contain the legend required by Section 418(c).

ARTICLE VI

EFFECTS OF SHAREHOLDERS’ AGREEMENT — CLOSE CORPORATION

Any Shareholders’ Agreement authorized by Section 300(b) shall only be effective to modify the terms of these By-Laws if this Corporation elects to become a close corporation with appropriate filing of or amendment to its Articles as required by Section 202 and shall terminate when this Corporation ceases to be a close corporation. Such an agreement cannot waive or alter Section 158 (defining close corporations), Section 202 (requirements of Articles of Incorporation), Sections 500 and 501 relative to distributions, Section 1111 (merger), Section 1201(e) (reorganization) or Chapters 15 (Records and Reports), 16 (Rights of Inspection), 18 (Involuntary Dissolution) or 22 (Crimes and Penalties), or any other provision of the General Corporation Law requiring the filing of any document with the Secretary of State. All other provisions of the General Corporation Law or these By-Laws may be altered or waived thereby, but to the extent they are not so altered or waived, these By-Laws shall be applicable.

ARTICLE VII

CORPORATE CONTRACTS AND INSTRUMENTS — HOW EXECUTED

The Board of Directors, except as provided otherwise in the By-Laws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or agreement, or to pledge its credit, or to render it liable for any purposes or any amount, except as provided in Section 313 of the General Corporation Law.

ARTICLE VIII

CONTROL OVER BY-LAWS

After the initial By-Laws of the Corporation shall have been adopted by the incorporator or incorporators of the Corporation, the By-Laws may be amended or repealed or new By-Laws may be adopted by the shareholders entitled to exercise a majority of the voting power or by the Board of Directors; provided, however, that the Board of Directors shall have no control over any By-Law which fixes or changes the authorized number of directors of the Corporation; provided, further, that any control over the By-Laws herein vested in the Board of Directors shall be subject to the authority of the aforesaid shareholders to amend or repeal the By-Laws or to adopt new By-Laws; and provided, further, that no new By-Law, nor any amendment or repeal of an existing By-Law, having the effect of reducing the number or minimum number of directors, shall be adopted if the votes cast against its adoption at a meeting or the shares not consenting in the case of action by written consent would be sufficient to elect at least one director if voted cumulatively at an election at which all of the outstanding shares entitled to vote were voted and the entire number of

previously authorized directors were being elected.

ARTICLE IX

BOOKS AND RECORDS — STATUTORY AGENT

Section 1. RECORDS: STORAGE AND INSPECTION. The Corporation shall keep at its principal executive office in the State of California, or at the principal business office in the State of California if its principal executive office is not in the State, the original or a copy of the By-Laws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the Corporation is outside the State of California, and if the Corporation has no principal business office in the State of California, it shall upon request of any shareholder furnish a copy of the By-Laws as amended to date.

Section 1.1. The Corporation shall keep adequate and correct books and records of account and shall keep minutes of the proceedings of its shareholders, Board of Directors and committees, if any. The Corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each. Such minutes shall be kept in written form. Such other books and records shall be kept either in written form or in any other form capable of being converted into written form.

Section 1.2. The accounting books and records, record of shareholders, and minutes of proceedings of the shareholders and the Board and committees of the Board of this Corporation and any subsidiary of this Corporation shall be open to inspection upon written demand on the Corporation of any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours, for a purpose reasonably related to such holder’s interest as a shareholder or as a holder of such voting trust certificate. Such inspection by a shareholder or holder of a voting trust certificate may be made in person or by agent or attorney, and the right of inspection includes the right to copy and make extracts.

Section 1.3 Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the Corporation and any of its subsidiaries. Such inspection by a director may be made in person or by agent or attorney, and the right of inspection includes the right to copy and make extracts.

Section 2. RECORD OF PAYMENTS. All checks, drafts or other orders for payments of money, notes or other evidences of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 3. ANNUAL REPORT. Whenever the Corporation shall have fewer than one hundred (100) shareholders, the Board of Directors shall not be required to

cause to be sent to the shareholders of the Corporation the annual report prescribed by Section 1501 of the General Corporation Law unless it shall determine that a useful purpose would be served by causing the same to be sent or unless the Department of Corporations, pursuant to the provisions of the Corporate Securities Law of 1968, shall direct the sending of the same. This Section shall not affect any other provision contained in these By-Laws otherwise controlling annual reports.

Section 4. CONSTRUCTION OF TERMS. Unless the context otherwise requires, the general provisions, Rules of Construction on Definitions contained in the General Corporation Law of California shall govern the construction of these By-Laws. Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter. The singular number includes the plural and the plural number includes the singular. The term “person” includes a corporation as well as a natural person.

Section 5. CORPORATE SEAL. The Board of Directors shall adopt, use, and at will alter a corporate seal. Any corporate seal shall be circular in form and shall have inscribed thereon the name of the Corporation, the date of its incorporation, and the word “California.”

Section 6. AGENT FOR SERVICE. The name of the agent for service of process within the State of California is Lloyd I. Saitman, 7760 Deering Avenue, Canoga Park, California 91304.

CERTIFICATE OF SECRETARY

POWERCO ELECTRIC CORP.,
a California corporation

I hereby certify that I am the duly elected and acting Secretary of said corporation and that the foregoing By-Laws, comprising 26 pages, constitute the By-Laws of said corporation as duly confirmed and re-adopted at a meeting of the Board of Directors thereof held on March 3, 1995.

	/s/Lloyd I. Saitman
	Lloyd I. Saitman, Secretary

EX-3.53 48 a2203045zex-3_53.htm EX-3.53

Exhibit 3.53

STATE of DELAWARE

AMENDED AND RESTATED CERTIFICATE of FORMATION of

TUTOR HOLDINGS, LLC

FIRST: The name of the limited liability company is TUTOR HOLDINGS, LLC. Its original Certificate of Formation was filed on December 27, 1995. This Amended and Restated Certificate shall be effective immediately upon filing. This restated Certificate is duly executed and is being filed in accordance with Section 18-208 of Title 6, subtitle II, of the Delaware Code.

SECOND: The address of its registered office in the State of Delaware is 15 East North Street, in the City of Dover, County of Kent. The name of its Registered Agent at such address is Paracorp Incorporated.

THIRD: The latest date on which the limited liability company is to dissolve is December 31, 2020.

FOURTH: The purpose of the company is to engage in any lawful act or activity for which a limited liability company may be organized under the limited liability company statutes and law. The limited liability company will be managed by the members.

IN WITNESS WHEREOF, the undersigned is authorized to and has executed this Amended and Restated Certificate of Formation of Tutor Holdings, LLC., on the 26th day of January, 1996.

	/s/ Nomi L. Castle
	NOMI L. CASTLE
	Authorized Person

EX-3.54 49 a2203045zex-3_54.htm EX-3.54

Exhibit 3.54

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

FIRST: The name of the limited liability company is TUTOR PACIFIC CONSTRUCTION, LLC

SECOND: The address of its Registered Office in the State of Delaware is 15 EAST NORTH STREET in the City of DOVER, County of KENT. The name of its Registered Agent at such address is PARACORP INCORPORATED

THIRD: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is .”)

FOURTH: (Insert any other matters the members determine to include herein.)

THE PURPOSE OF THE COMPANY IS TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH A LIMITED LIABILITY COMPANY MAY BE ORGANIZED UNDER THE LIMITED LIABILITY COMPANY STATUTES AND LAW. THE LIMITED LIABILITY COMPANY WILL BE MANAGED BY ITS MEMBER(S).

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of TUTOR PACIFIC CONSTRUCTION, LLC this day of 11th of MARCH, 1998

BY:	/s/John D. Barrett

	Authorized Person(s)

NAME:		John D. Barrett

		(Typed or Printed)

EX-3.55 50 a2203045zex-3_55.htm EX-3.55

Exhibit 3.55

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

FIRST: The name of the limited liability company is TUTOR MICRONESIA CONSTRUCTION, LLC

THIRD: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is .”)

FOURTH: (Insert any other matters the members determine to include herein.)

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of TUTOR MICRONESIA CONSTRUCTION, LLC this day of 11th of MARCH, 1998.

	BY:	/s/John D. Barrett
		Authorized Person(s)

	NAME:	John D. Barrett
		(Typed or Printed)

EX-3.56 51 a2203045zex-3_56.htm EX-3.56

Exhibit 3.56

IN THE DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS

STATE OF HAWAII

In the Matter of the Incorporation	)

of	)

GWM MACDOW, INC.	)

ARTICLES OF INCORPORATION

The undersigned, desiring to form a corporation (the “Corporation”) under the laws of the State of Hawaii, hereby adopts the following Articles of Incorporation:

ARTICLE I

Corporate Name

The name of the Corporation is GWM MacDow, Inc.

ARTICLE II

Period of Duration

The duration of the Corporation is perpetual.

ARTICLE III

Corporate Purposes and Powers

Section 3.l The primary specific purpose for which the Corporation is organized is to engage in the business of general construction and contracting, including the designing, constructing and repairing of public and private structures, and any other construction-related activities.

The other purpose for which the Corporation is organized is to engage in any lawful business.

Section 3.2 Powers. The Corporation shall have all powers granted by law.

ARTICLE IV

Section 4.1 Authorized Shares. The Corporation is authorized to issue 1,000

common shares.

Section 4.2 Other Powers of the Board of Directors With Respect to Shares. The board of directors may issue rights and options to acquire common shares upon such terms as the board of directors shall determine.

Denial of Preemptive Rights

No shareholder shall have any right to acquire shares or other securities of the Corporation except to the extent such right may be granted by these Articles of Incorporation or a resolution of the board of directors.

ARTICLE VI

Place of Business

The street address of the initial office of the Corporation is c/o Nelson Chun, 1000 Bishop Street, Honolulu, Hawaii 96813.

ARTICLE VII

Directors and Officers

Section 7.1 Board of Directors. The board of directors of the Corporation shall consist of one or more persons as shall be determined in accordance with the bylaws, provided that the number of directors shall not be reduced to fewer than three, except in cases where all the shares of the Corporation are owned by one or two shareholders, the number of directors may be fewer than three but not fewer than the number of shareholders.

Section 7.2 Officers. The officers of the Corporation shall be the President, one or more Vice Presidents, Secretary, and Treasurer. The Corporation may have additional officers as shall be determined by the board of directors in accordance with the bylaws. The officers shall have the powers, perform the duties and be appointed as shall be determined by the board of directors and the bylaws. Any person may hold two or more offices of the Corporation unless prohibited by the bylaws, provided that there shall always be two persons who are officers.

Section 7.3 Powers of the Board of Directors. All the powers of the Corporation shall be exercised by or under authority of the board of directors, except as otherwise provided by law, these Articles of Incorporation or the bylaws.

Section 7.4 Names and Addresses of Initial Directors and Officers. The number of directors constituting the initial board of directors is four (4). The names and residence addresses of the individuals who are to serve as initial directors, until their successors are elected and qualified, and as officers, until their successors are elected, are:

Name and Office		Residence Address
James Hendry Dowell,		50 Rock Isle Rd.
Director		Torbay, New Zealand

Arnot Malcolm McConnell,		“Ayrlies” Rd. 1
Director		Howick, New Zealand

Douglas John Lowrey		Apt. 5, 10 Sudeley St.
Director		Orakei, New Zealand

Nelson N. S. Chun, Director		60 No. Beretania St #2302
		Honolulu, Hawaii 96817

Christopher Rodney Morton,		72 Sarsfield St
President		Herne Bay, New Zealand

Ian Murray, Vice President		c/o 2 Owens Rd
		Epsom, New Zealand

Dennis George Chard,		20 Glade Place
Secretary and Treasurer		Birkenhead, New Zealand

ARTICLE VIII

Subscribers

The name or names of the initial subscriber or subscribers, the number of shares subscribed for, the subscription price for shares subscribed for and the amount of capital paid in by each subscriber in cash or property are as follows:

Name of Subscriber	Number of Shares Subscribed For	Aggregate Subscription Price		Amount of Capital Paid in Cash		Amount of Capital Paid in Property (Net Value of Property)

McConnell Dowell Construction, Inc.	1,000	$	1,000,000	$	1,000,000	$	-0-

ARTICLE IX

Amendment of Bylaws

The power to amend or repeal the bylaws or adopt new bylaws shall be vested in the board of directors subject to repeal or change by action of the shareholders.

I certify, in accordance with Section 415-55, Hawaii Revised Statutes, that I have read the above articles of incorporation and that they are true and correct to the best of my knowledge.

Witness my hand this 19th day of February, 1988.

	/s/Nelson N.S. Chun
	Nelson N. S. Chun

EX-3.57 52 a2203045zex-3_57.htm EX-3.57

Exhibit 3.57

STATE OF HAWAII

DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS

Business Registration Division

1010 Richards Street

Mailing Address: P. O. Box 40, Honolulu, Hawaii 96810

ARTICLES OF AMENDMENT TO CHANGE CORPORATE NAME

(Section 415-61, Hawaii Revised Statutes)

The undersigned, duly authorized officers of the corporation submitting those Articles of Amendment, certify as follows:

1. The present name of the corporation is:

GWM MACDOW, INC.

2. The name of the corporation is changed to:

G. W. MURPHY CONSTRUCTION COMPANY, INC.

3. Total number of shares outstanding is: 1,000

4. If adoption of the amendment to change the corporate name was at meeting, complete the following:

The meeting of the shareholders was hold on			, 1988
	(Month	Day	Year)

Class/Series	Number Voting For Amendment	Number Voting Against Amendment

5. If adoption of the amendment to change the corporate name was by unanimous written consent of the shareholders, complete the following:

By written consent dated	June	1,	1988
	(Month	Day	Year)

the shareholders unanimously adopted the amendment to change the corporate name.

We certify under the penalties of Section 415-136. Hawaii Revised Statutes, that we have read the above statements, and that the same are true and correct.

Witness our hands this 1st day of June, 1988.

Dennis Chard		Ian Murray
Secretary and Treasurer		Vice President
(Type / Print Name & Title)		(Type / Print Name & Title)


/s/Dennis Chard		/s/Ian Murray
(Signature of Officer)		(Signature of Officer)

EX-3.58 53 a2203045zex-3_58.htm EX-3.58

Exhibit 3.58

BYLAWS

GWM MACDOW, INC.

ARTICLE I

Offices

The principal office of the Corporation shall be at such place as the board of directors shall from time to time determine. The Corporation may have other offices, either within or without the State of Hawaii, as the board of directors may designate, or as the business of the Corporation may require from time to time.

ARTICLE II

Meetings of Shareholders

Section 2.1 Annual Meeting. The annual meeting of shareholders shall be held each year at such time and place as the board of directors shall determine. The purpose of the annual meeting shall be electing directors and transacting other business as may come before the meeting. A unanimous written consent of shareholders may be executed in lieu of the annual meeting.

Section 2.2 Special Meetings. Special meetings of shareholders may be held for any purpose or purposes. Special meetings shall be held at any time upon the call of the president, any director, or upon the written request of shareholders owning not less than one-tenth of the shares entitled to vote at the special meeting.

Section 2.3 Place of Meeting. The board of directors may designate any place within or without the State of Hawaii for any annual or special meeting of shareholders. If no designation is made, the meeting shall be held at the principal office of the Corporation.

Section 2.4 Notice of Meetings. Written notice of all meetings, annual or special, shall state the place, day, and hour of the meeting and whether it is an annual or special meeting. In the case of a special meeting, the notice shall state the purpose or purposes for which the meeting is called. Except as provided in the next sentence, notice shall be delivered not less than ten days nor more than fifty days before the date of the meeting. Notice of a meeting to vote upon a merger, consolidation, share exchange or sale of all or substantially all assets otherwise than in the usual and regular course of business shall be delivered not less than twenty days nor more than fifty days before the date of the meeting. Notice shall be delivered either personally or by mail, by or at the direction of the president, the secretary, or

persons calling the meeting, to each registered holder entitled to vote at the meeting. If mailed, the notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the registered holder at the holder’s address as it appears on the stock transfer books of the Corporation. Waiver by a shareholder in writing of a notice of a shareholders’ meeting shall be equivalent to the giving of notice. Upon notice being given in accordance with provisions of this section, the failure of any shareholder to receive actual notice of any meeting shall not in any way invalidate the meeting or proceedings thereat.

Section 2.5 Quorum. Except as otherwise provided by these bylaws, the Corporation’s articles of incorporation or law, a quorum at all meetings of shareholders shall consist of the holders of record of a majority of the shares entitled to vote thereat, present in person or by proxy. If a quorum is not present at any meeting, a majority of the shareholders present in person or by proxy may adjourn, from time to time, without notice other than by an announcement at the meeting, until holders of the number of shares required to constitute a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally noticed.

Section 2.6 Closing of Transfer Books and Fixing Record Date. To determine shareholders entitled to notice of, or to vote at, any meeting of shareholders, or entitled to receive any dividend, or to make a determination of shareholders for any other purpose, the board of directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, the books shall be closed for at least ten days immediately preceding the meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for the determination of shareholders. In case of a meeting of shareholders, the record date shall be not less than ten or twenty days, as determined in accordance with Section 2.4 of these bylaws, prior to the date on which the action requiring the determination of shareholders is to be taken. The record date shall never be more than fifty days prior to the date on which the action is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders or to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring the dividend is adopted shall be the record date for the determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, the same determination shall apply to any adjournment.

Section 2.7 Voting Record. The secretary shall make from the stock transfer books a complete record of the shareholders entitled to vote at the meeting or any adjournment. The list shall be arranged in alphabetical order and show the address of and the number of shares held by each shareholder. The record shall be produced and kept open at the time and place of the meeting and shall be subject to inspection by any shareholder during the whole time of the meeting. Failure to comply with the requirements of this section shall not affect the validity of any action taken at the meeting.

Section 2.8 Proxies. A shareholder may vote either in person or by a proxy executed in writing by the shareholder or by the shareholder’s duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution unless otherwise provided in the proxy.

Section 2.9 Voting of Shares by Certain Shareholders. Shares held by another corporation may be voted by the officer, agent, or proxy prescribed by the bylaws of the corporation or, in the absence of such provision, as the board of directors of the corporation may determine. However, shares held by a subsidiary of the Corporation shall not be voted at any meeting or counted in determining the total number of outstanding shares at any time. Another corporation is a subsidiary of this Corporation for purposes of this section if this corporation owns a majority of the shares voted for election of directors. Shares held by an administrator, executor, guardian or conservator may be voted by such person, either in person or by proxy, without a transfer of the shares into the person’s name. If the shares have not been transferred into the person’s name, the person shall, as a prerequisite to voting, file with the Corporation a certified copy of the person’s letter evidencing the person’s authority as an administrator, executor, guardian or conservator. A trustee may not vote shares unless the shares have been transferred into the trustee’s name. Shares standing in the name of trustees may be voted by all or a majority of the trustees, either in person or by proxy. Shares standing in the name of a receiver may be voted by the receiver. Shares held by or under the control of a receiver may be voted by the receiver without transfer into the receiver’s name if authority so to do is contained in an appropriate order of the court by which the receiver was appointed and the order is filed with the secretary. A shareholder whose shares are pledged shall be entitled to vote the shares until the shares have been transferred into the name of the pledgee. Thereafter, the pledgee shall be entitled to vote the shares transferred, unless prior to the meeting the pledgee or the pledgee’s representative shall file with the secretary a proxy for the pledgor to vote the stock.

Section 2.10 Consent of Shareholders. Whenever the vote of shareholders at a meeting thereof is required or permitted to be taken in connection with any corporate action permitted by law, the meeting and vote of shareholders may be dispensed with if all of the shareholders who would have been entitled to vote upon the action consent in writing to the action being taken.

Section 2.11 Shares Held by Nominees. The board of directors may adopt by resolution a procedure whereby a shareholder of the Corporation may certify in writing to the Corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of a specified person or persons. The resolution shall set forth (1) the types of record-holding shareholders who may certify, (2) the purpose or purposes for which the certificate may be made, (3) the form of certificate and information to be contained therein, (4) if the certificate is with respect to a record date or closing of the stock transfer books, the time within which the certificate must be received by the Corporation, and (5) such other provisions with respect to the procedures as are deemed necessary or desirable. Upon receipt by the Corporation of a certificate complying with the procedure, the persons specified in the certificate shall be deemed, for the purpose or purposes set forth in the certificate, to be the holders of record of the number of shares specified in place of the shareholder making the

certificate.

ARTICLE III

Board of Directors

Section 3.1 Number and Term Of Office. The board of directors shall consist of the number of persons elected at any annual or special meeting of the shareholders, but in no event shall the number of directors be less than the minimum number required by the Corporation’s articles of incorporation. Directors need not be shareholders. At least one director shall be a resident of the State of Hawaii. Each director shall give to the secretary the mailing address and any changes thereof to which notices shall be sent to the director. Directors shall hold office, except as otherwise provided by law or in these bylaws, until their successors shall be elected and qualified.

Section 3.2 Removal. The entire board of directors or any director may be removed from office, with or without cause, by a vote of shareholders holding a majority of the outstanding shares entitled to vote at an election of directors. However, no director elected by cumulative voting may be removed if shareholders holding a sufficient number of shares to elect the director at an election of directors vote against the removal. In case any vacancy so created shall not be filled by the shareholders at the meeting, the vacancy shall be filled by the board of directors as hereinafter provided.

Section 3.3 Vacancies. Permanent vacancies on the board of directors caused by death, resignation, removal or other cause may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director. Each director so elected shall hold office for the unexpired term of the director’s predecessor in office.

Section 3.4 Committees of the Board. The board of directors may appoint committees of one or more directors. Anything to the contrary in Section 4.5 of these bylaws notwithstanding, committee members must be designated by a majority of the entire board of directors. If the board of directors appoints an executive or other committee, the executive or other committee may exercise all power of the board of directors, except that the executive or other committee may not: (1) authorize distributions; (2) approve or recommend to shareholders actions or proposals required to be approved by shareholders; (3) designate candidates for the office of director, for purposes of proxy solicitations or otherwise, or fill vacancies on the board of directors or any committee thereof (but the nominating committee may make recommendations to be approved or disapproved by the board of directors); (4) amend these bylaws; (5) approve a plan of merger not requiring shareholder approval; (6) authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the board of directors; or (7) authorize or approve the issuance or sale of, or any contract to issue or sell, shares or designate the terms of a series of class of shares, except as permitted by law or pursuant to a stock option or purchase plan approved by the board of directors. Each committee may determine its own procedures for meetings and decision making. If no determination is made, the provisions of sections 4.2, 4.4 and 4.5 shall apply as

if the committee were the board of directors.

ARTICLE IV

Meetings of the Board of Directors

Section 4.1 Regular Meetings. A regular meeting of the board of directors shall be held without notice other than this bylaw immediately after, and at the same place as, the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place, either within or without the State of Hawaii, for holding additional regular meetings without notice other than the resolution.

Section 4.2 Special Meetings. Special meetings of the board of directors may be called by or at the request of the president or any director. The person or persons authorized to call special meetings of the board of directors or the committee may fix any place for holding any special meeting of the board of directors or the committee called by them.

Section 4.3 Telephone Meetings. Subject to the provisions below regarding notice, members of the board of directors or any committee may participate in a meeting of the board of directors or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.

Section 4.4 Notice. The secretary shall give notice of each meeting of the board of directors. Notice shall be in writing and be mailed to the director’s mailing address, registered pursuant to Section 3.1 of these bylaws, not less than three days before the meeting. Notice may be given personally, by telephone, telecopy, telegraph, or other means than mail not less than one day before the meeting. Notice may also be given as otherwise prescribed in advance by the board of directors. The failure of any director to receive notice shall not invalidate the proceedings of any meeting at which a quorum of directors is present. Notice need not be given to any director who shall, either before or after the meeting, sign a waiver of notice or who shall attend the meeting without protesting, prior to or at its commencement, the lack of notice. Except as otherwise provided by law, the Corporation’s articles of incorporation or these bylaws, a notice or waiver of notice need not state the purposes of the meeting.

Section 4.5 Quorum and Adjournment. A majority of the directors shall constitute a quorum for the transaction of business. No actions taken other than the election of directors to fill permanent vacancies, as provided in these bylaws, shall bind the Corporation unless it shall receive the concurring vote of a majority of the quorum of all the directors. In the absence of a quorum, the presiding officer or a majority of the directors present may adjourn the meeting from time to time without further notice until a quorum is present.

Section 4.6 Presumption of Assent. A director who is present at a meeting of the board of directors or any committee at which action on any matter is taken shall be presumed to have assented to the action. To dissent, the director’s dissent or the director’s withholding of

the director’s vote shall be entered in the minutes of the meeting. Alternatively, the director shall file a written dissent to the action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward the dissent by registered or certified mail to the secretary within two days after the date of the action. The right to dissent shall not apply to a director who voted in favor of the action.

ARTICLE V

Action by Board of Directors or Committee without a Meeting

Any action required or permitted to be taken at any meeting of the board of directors or a committee may be taken without a meeting if all of the directors or all the committee members consent in writing to the action. The consent may be signed at any time before or after the intended effective date of the action. The consent shall be filed with the minutes of the board of directors meetings or committee meetings and shall have the same effect as a unanimous vote.

ARTICLE VI

Officers

Section 6.1 Titles and Number. The officers of the Corporation shall be the president, one or more vice presidents, a secretary, a treasurer and, in the discretion of the board of directors, a chairman of the board and such other officers, assistant officers and agents as the board of directors shall from time to time appoint with such duties as from time to time may be prescribed by the board of directors or these bylaws. However, in no event shall the Corporation have fewer than two persons as officers.

Section 6.2 Appointment and Term of Office. All officers shall be appointed by the board of directors and shall serve at the pleasure of the board of directors. Any person may hold more than one office. All officers shall be subject to removal at any time with or without cause by the board of directors. The board of directors may, in its discretion, appoint acting or temporary officers and may appoint officers to fill vacancies occurring for any reason whatsoever. The board of directors may, in its discretion, limit or enlarge the duties and powers of any officer appointed by it. Officers need not be shareholders of the Corporation.

Section 6.3 President. The president (in the absence of the chairman of the board, if appointed) shall preside at all meetings of the shareholders and the board of directors. The president shall be the chief executive officer of the Corporation and shall have general charge and supervision of the business of the Corporation. The president shall perform other duties as are incident to the president’s office or are required of the president by the board of directors.

Section 6.4 Vice Presidents. In the absence or disability of or refusal to act by

the president, the vice president or vice presidents shall, in order designated by the president or the board of directors, perform all of the duties of the president. When so acting a vice president shall have all the powers of and be subject to all the restrictions upon the president. The vice president or vice presidents shall have powers and perform other duties as may be prescribed by the president, the board of directors or the bylaws.

Section 6.5 Treasurer and Assistant Treasurers. The treasurer shall be the chief financial and accounting officer of the Corporation. The treasurer shall exercise general supervision over the receipt, custody and disbursement of corporate funds and the keeping of corporate financial records. The treasurer shall perform all other duties assigned to the treasurer by the president or the board of directors. The assistant treasurer or assistant treasurers, if appointed, shall, in the order prescribed by the board of directors or the president, perform all the duties and exercise all the powers of the treasurer during the treasurer’s absence or disability or whenever the office is vacant. An assistant treasurer shall perform all the duties assigned to the assistant treasurer or assistant treasurers by the president or the board of directors.

Section 6.6 Secretary and Assistant Secretaries. The secretary shall keep the minutes of all meetings of shareholders, the board of directors and committees of the board of directors (if any). The secretary shall give notice in conformity with these bylaws of all meetings of the shareholders and the board of directors. In the absence of the chairman of the board (if appointed) and of the president and the vice president or vice presidents, the secretary shall have the power to call meetings of the shareholders, the board of directors and committees of the board of directors (if any). The secretary shall also perform all other duties assigned to the secretary by the president or the board of directors. The assistant secretary or assistant secretaries (if appointed) shall, in the order prescribed by the board of directors or the president, perform all the duties and exercise all the powers of the secretary during the secretary’s absence or disability or whenever the office is vacant. An assistant secretary shall perform all the duties assigned to the assistant secretary or assistant secretaries by the president or the board of directors.

Section 6.7 Chairman of the Board. The chairman of the board (if appointed) shall preside at all meetings of the board of directors and of shareholders and shall perform other duties as may be required of the chairman of the board by the board of directors.

Section 6.8 Catastrophic Event. In the event of a catastrophe which shall cause the death or inability to act of the chairman of the board (if appointed), the president and other officers, the order of succession to the presidency shall be the vice president or vice presidents, in such order as shall be determined by resolution of the board of directors, the secretary, and the treasurer until such time as the board of directors fills the vacancies. In the event of the death or inability to act of any director or the president, the secretary may call a special meeting of shareholders or the board of directors for the purpose of filling the vacancies.

ARTICLE VII

Section 7.1 Payment for Shares. The payment for shares may be any legal consideration. In the absence of fraud in the transaction, the judgment of the board of directors as to the value of the consideration received for shares shall be conclusive. No certificate shall be issued for any share and no uncertificated share shall be registered until the entire consideration for the shares has been received by the Corporation.

Section 7.2 Certificates for Shares. Each holder of a share of the Corporation shall be entitled to a share certificate signed by the chairman of the board of directors or the president or a vice president, and by the treasurer or the secretary, or an assistant treasurer or assistant secretary. Certificates of stock shall be in such form as shall be approved by the board of directors and shall bear the corporate seal or a facsimile thereof. Any or all of the signatures upon a certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon the certificate shall have eased to be such officer, transfer agent or registrar before the certificate is issued, the certificate may be issued by the Corporation with the same effect as if the officer, transfer agent or registrar were such officer, transfer agent, or registrar at the date of its issue.

Section 7.3 Transfer of Shares. Transfer of shares may be made in any manner permitted by law. However, no transfer shall be valid except between the parties thereto until a properly indorsed certificate has been presented to the Corporation for registration of the transfer.

Section 7.4 Lost Certificates. The board of directors may adopt rules and regulations respecting replacement of lost certificates. Subject to those rules or otherwise if no rules are adopted, the board of directors may order a new share certificate to be issued in the place of any share certificate alleged to have been lost or destroyed. In every such case, the owner of the lost or destroyed certificate shall be required to file with the board of directors sworn evidence showing the facts connected with the loss or destruction. Unless the board of directors shall otherwise direct, the owner of the lost or destroyed certificate shall be required to give to the Corporation a bond or undertaking in such sum, in such form, and with such surety or sureties as the board of directors may approve, to indemnify the Corporation against any loss, damage or liability that the Corporation may incur by reason of the issuance of a new certificate. Any new certificate issued in the place of any lost or destroyed certificate shall bear the notation “Issued for Lost Certificate No. Nothing in this section contained shall impair the right of the board of directors, in its discretion, to refuse to replace any allegedly lost or destroyed certificate, save upon the order of the court having jurisdiction in the matter.

ARTICLE VIII

Voting of Shares Held by the Corporation

In all cases where the Corporation owns, holds, or represents under power of attorney, proxy or in any representative capacity, shares of any corporation, or shares or interests in business trusts, partnerships or other associations, the shares or interests shall be represented and voted by the president, or in the absence of the president, by a vice president or as otherwise prescribed by the board of directors. In the absence of either officer, any person specifically appointed by the board of directors for the purpose shall have the right to represent and vote the shares or interests.

ARTICLE IX

Voting Agreements or Voting Trust Agreements

In the event that the trustee or trustees of any voting agreement or voting trust agreement affecting the shares of the Corporation shall file with the secretary an executed counterpart of the voting trust agreement, the Corporation and all directors and officers thereof shall be required to recognize and give effect to the powers of the trustee or trustees thereunder.

ARTICLE X

Corporate Seal

The Corporation may have a seal. If it has a seal, the seal shall be of such form and device as shall be approved by the board of directors.

ARTICLE XI

Execution of Instruments

Section 11.1 Proper Officers. Except as hereinafter provided, or as required by law, all checks, notes, bonds, acceptances or other financial instruments, deeds, leases, contracts, licenses, endorsements, stock powers, powers of attorney, proxies, waivers, consents, returns, reports, applications, notices, mortgages and other instruments or writings of any nature which require execution on behalf of the Corporation may be signed by any two officers, but no officer, though the officer may hold two or more offices, shall sign any instrument in more than one capacity. However, the board of directors may authorize any documents, instruments or writings to be signed by any officers, agents or employees of the Corporation or any one of them in such manner as the board of directors may determine.

Section 11.2 Facsimile Signatures. The board of directors may by resolution provide for the execution of checks, warrants, drafts and other orders for the payment of money by a mechanical device or machine or by the use of facsimile signatures under such terms and conditions as shall be set forth in the resolution.

ARTICLE XII

Indemnification of Directors and Officers

Section 12.1 Indemnification Generally. The Corporation shall indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) if the person is or was a director or officer of the Corporation or of any division of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceedings, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal action or proceeding, create a presumption that the person had reasonable cause to believe that the person’s conduct was unlawful.

Section 12.2 Suits by or in the Right of the Corporation. The Corporation shall indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor because that person is or was a director or officer of the Corporation or of any division of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which the person shall have been adjudged to be liable for negligence or misconduct in the performance of the person’s duty to the Corporation unless and only to the extent that the court in which the action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses which the court shall deem proper.

Section 12.3 Effect of Success in Defense. To the extent that a person who is entitled

to indemnification has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraphs (1) and (2) of this section, or in defense of any claim, issue or matter therein, the person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection therewith.

Section 12.4 Authorization for Indemnification. Any indemnification under sections 12.1 and 12.2 of this article (unless ordered by a court) shall be made by the Corporation only if authorized in the specific case upon a determination that indemnification of the person is proper in the circumstances because the person has met the applicable standard of conduct set forth in section 12.1 or 12.2. The determination may be made:

(1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;

(2) if a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion to the Corporation;

(3) if a quorum of disinterested directors so directs, by a majority vote of the stockholders; or

(4) by the court in which the proceeding is or was pending upon application made by the Corporation or the agent, attorney, or other person rendering services in connection with the defense, whether or not the application by the agent, attorney or other person is opposed by the Corporation.

Section 12.5 Expenses. Expenses incurred in defending any action, suit or proceeding may be paid by the Corporation in advance of the final disposition of the action, suit or proceeding as authorized by the board of directors in a particular case upon receipt of an undertaking by or on behalf of the person to repay the amount unless it shall ultimately be determined that the person is entitled to be indemnified by the Corporation as authorized in this article.

Section 12.6 Indemnification not Exclusive. The indemnification provided by this article shall not be deemed exclusive of any other rights to which those indemnified may be entitled and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of the person.

Section 12.7 Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or other agent of the Corporation or of any division of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in any such capacity or arising out of the person’s status as such, whether or not the Corporation would have the power to indemnify the person against such liability under the provisions of this article. Insurance may be procured from any

insurance company designated by the board of directors, including any insurance company in which the Corporation shall have any equity or other interest, through stock ownership or otherwise.

Section 12.8 Fiduciaries of Employee Benefit Plans. Indemnification, expense advancement or the purchase of insurance for the benefit of any fiduciary of any employee benefit plan or trust for the benefit of employees of the Corporation or another corporation in which the Corporation owns shares shall be made upon the authorization of the board of directors.

The undersigned, being all of the directors of the Corporation, hereby certify that these Bylaws were adopted by unanimous consent this day of February, 1988.

	/s/James Hendry Dowell
	James Hendry Dowell

	/s/Arnot Malcolm McConnell
	Arnot Malcolm McConnell

	/s/Douglas John Lowrey
	Douglas John Lowrey

	/s/Nelson N.S. Chun
	Nelson N. S. Chun

EX-3.59 54 a2203045zex-3_59.htm EX-3.59

Exhibit 3.59

ARTICLES OF ASSOCIATION

-of-

E. J. LORD LIMITED

KNOW ALL MEN BY THESE PRESENTS that we, EDMUND J. LORD, EVERETT E. BLACK, GEORGE BUCHHOLTZ, PETER J. ERBEN, and TETSUJI IKEJIRI, all residing in Honolulu, City and County of Honolulu, Territory of Hawaii, having united and associated ourselves together to form a joint stock company under the laws of the said Territory, do hereby agree to the following Articles of Association, that is to say:

1. The name of the Company is and shall be “ E. J. LORD LIMITED”

2. The principal office of the Company is and shall be in Honolulu aforesaid.

3. The purposes of the Company or the objects for which the same is organized are:

(a) To acquire, take over and carry on as a going concern the general contracting business now carried on by Edmund J. Lord and Everett E. Black, under the name of “E. J. Lord”, in the Territory of Hawaii, together with the whole of the real and personal property, assets and good will of the owners of that business used in connection therewith or belonging thereto, and to undertake and satisfy all or any of the liabilities of the said business, and to carry out and discharge all contracts and obligations, with or without modification, of the said business.

(b) To engage in general contracting, engineering, construction, dredging, excavating, building, erection and architectural work; and to undertake, and enter into and carry out contracts for, all kinds of works, including public works and improvements, and, without limiting the foregoing powers, to construct and equip railroads, street railroads, tramways, drydocks, canals, acqueducts, viaducts, waterways, water works, gas works, electric light and power works, docks, piers, harbors, wharves, dams, reservoirs, roads, embankments, sewers, sewerage works, drains, drainage works, paving works, public and other buildings, factories, warehouses, wharves, bridges, irrigation works, telegraph lines, telephone lines and exchanges, and works, buildings or erections of any kind; and to manufacture, acquire, buy, sell, dispose of and supply all plant machinery, engines, rolling stock, live and dead stock, vessels, barges, appliances, accessories and things for use in connection with any of the foregoing, or any quarries or other undertakings whether or not of the character before mentioned.

(c) To apply or tender for, or obtain the grant of, or purchase or acquire or obtain an interest in any contracts, concessions, decrees, licenses or authorizations, and to carry into effect, work under, comply with, sell, or dispose of the same or any part thereof.

(d) To undertake and carry into effect subcontracts.

(e) To make sub-contracts, or to contract with others for the execution by them

of the whole or any part of the works undertaken by or to be undertaken by the Company.

(f) To operate, either for a time or jointly, any works constructed or undertaken by the Company.

(g) To carry on in connection with the above, such other business as may be conveniently or profitably carried on therewith or may usefully employ or turn to account or enhance the value of any of the Company’s property.

(h) To purchase or by any other means acquire any freehold, leasehold or other property for any estate or interest whatever, and any rights, privileges or easements over or in respect of any property, and any buildings, factories, mills, works, wharves, roads, railways, street railways and tramways, or things which may be necessary for, or may be conveniently used with, or may enhance the value of any other property of the Company.

(i) To apply for, or join in applying for, purchase or by other means acquire, and protect, prolong and renew, whether in the United States or elsewhere any patents, patent rights, trade-marks, licenses, protections and concessions which may appear likely to be advantageous or useful to the Company, and to use and turn to account, and to manufacture under or grant licenses or privileges in respect of the same, and to expend money in experimenting upon and testing any patentable device or in experimenting upon and testing and in improving or seeking to improve any patents, inventions or rights which the Company may acquire or propose to acquire.

(j) To acquire and undertake the whole or any part of the business, good-will, and assets of any person, firm or corporation carrying on or proposing to carry on any of the businesses which this Company is authorized to carry on, and, as part of the consideration of such acquisition, to undertake all or any of the liabilities of such person, firm or corporation, or to acquire an interest in, amalgamate with, or enter into any agreement with, or enter into any arrangement for sharing profits, or for cooperation, or for material assistance, with any such person, firm or corporation, and to give or accept, by way of consideration for any of the acts or things aforesaid or for any property acquired, any shares, bonds or securities that may be agreed upon; and to hold and retain or sell, mortgage and deal with any shares, bonds or securities so received.

(k) To promote any other company for the purposes of acquiring all or any of the property and/or undertaking any of the liabilities of this Company, or to undertake any business or operations which may appear likely to assist or benefit this Company, or to enhance the value of any property or business of this Company, and to place or guarantee the placing of, underwrite, apply for, and accept, or subscribe for the whole or any part of the capita; or securities of any such company, or to lend money to or guarantee the performance of the contracts of any such company.

(l) To sell or otherwise dispose of, subject to law, the whole or shy part of the undertakings of the Company, either together or in portions, for such consideration as may be agreed on, and in particular for shares, bonds or securities of any

company purchasing the same.

(m) To invest and deal with the monies of the Company not immediately required in such manner as may from time to time be thought fit.

(n) To lend and advance money or give credit to such persons, firms or corporations and on such terms as may be thought fit, and in particular to customers, persons, firms and corporations dealing with the Company, and to give guarantees or become surety for any such persons, firms or corporations.

(o) To borrow or raise money in such manner as the Company shall think fit, and in particular by the issue of bonds, notes and other obligations, and to secure the re-payment of any monies borrowed or raised or owing by the Company by mortgage, deed of trust, charge, or lien upon the whole or any part of the Company’s property or assets (present or future) and also by a similar mortgage, deed of trust, charge or lien to secure and guarantee the performance by the Company of any obligation or liability it may undertake.

(p) To draw, make, accept, endorse, discount, execute and issue bills of exchange, bills of lading, promissory notes, dock and other warrants, and other instruments to be negotiable or transferable by delivery or to order, or otherwise.

(q) To improve, manage, cultivate, develop, exchange, let on lease or otherwise, mortgage, sell, dispose of, turn to account, grant rights and privileges in respect of, or otherwise deal with all or any part of the property and rights of the Company.

(r) To apply for, promote and obtain any Act of Congress or Act of the Legislature of the Territory of Hawaii, or Act of the Legislature of any State or Territory in the United States in which this Company may carry on business, or other authority for enabling the Company to carry out its objects or any of them, or for conferring on the Company any additional powers, or for modifying these presents, or for any other purpose which may seem expedient.

(s) To subscribe for, take, purchase or otherwise acquire and hold shares or other interest in or securities of any other company having objects altogether or in part similar to those of this Company, or carry on any business which may, directly or indirectly, assist any business carried on by this Company.

(t) To act as agents or brokers for any person, firm or corporation, and also to act in any of the businesses of the Company through or by means of agents, brokers, subcontractors or others.

(u) To remunerate any person, firm or corporation rendering services to this Company either by cash payment or by the allottment to him or them of shares of the Company credited as paid up in frill or in part or otherwise.

(v) To effect insurance against risk of loss to the Company and to insure any servants of the Company against risk or accident in the course of their employment by the Company and to pay premiums in respect thereof.

(w) To support and subscribe to any charitable or public object and any institution or club which may be for the benefit of the Company or its employees either directly or indirectly as may be connected with any place where the Company carries on business, and to give pensions, gratuities or charitable aid to any person or persons who have served the Company, or to the wives, children or other relatives of such persons and to form and contribute to provident and benefit funds for the benefit of any persons employed by the Company.

(x) To procure the Company to be registered or recognized or to be permitted or allowed to carry on its business or any branch or branches thereof in any State or other Territory of the United States of America and/or in any foreign country or place.

(y) And to do all such other things as may be deemed incidental or conducive to the attainment of the above objects or any of them.

4. The capital of the Company is $100,000 divided into1,000 shares of the par value of $100.00 each. The Company may from time to time in the manner provided by law, increase its capital up to the limit of $1,000,000 to be divided into 10,000 shares of the par value of $100 each. The Company shall also have power from time to time in the manner provided by law, to reduce its capital.

5. There shall always be a Board of Directors consisting of not more than nine and not less than five, who shall have and exercise all the corporate powers of the Company (subject nevertheless to such regulations as may be prescribed by the Company in any meetings) and a president, one or more vice-presidents, secretary, treasurer, auditor and such other officers as may be provided by the By-laws. The directors and auditor shall be elected by the shareholders of the Company. Any member of the Board of Directors or the auditor may be removed by the shareholders of the Company. The president, one or more vice-presidents, secretary and treasurer, as well as any other officers that may be provided by the By-laws, shall be appointed by the directors, either wholly or partly from the members of the Board of Directors, or wholly or partly from persons not directors. Any person may hold any two of the offices of president, secretary and treasurer or vice-president, secretary and treasurer. The president, vice-president, secretary and treasurer, as well as any other officers that may be provided by the By-laws may be removed from time to time by the Board of Directors. No officer or director need be a shareholder.

6. The following shall comprise the Board of Directors of the Company (subject to the provisions of Article 5 hereof) until the annual meeting of the Company to be held in 1927, and thereafter until their successors are appointed:

Edmund J. Lord		of Honolulu, T. H.
Everett E. Black		of Honolulu, T. H.
George Buchholtz		of Honolulu, T. H.
Peter J. Erben		of Honolulu, T. H.
Tetsuji Ikejiri		of Honolulu, T. H.

7. The following persons shall hold the offices set opposite their respective names (subject to the provisions of Article 5 hereof) henceforth until the annual meeting of the Company to be held in 1927, and thereafter until their successors are appointed.

Edmund J. Lord		President
Everett E. Black		Vice- President
George Buchholtz		Treasurer
Tetsuji Ikejiri		Secretary
E. N. Nash		Auditor

8. The Company shall have succession and corporate existence for the term of fifty (50) years from the date of these presents and become a body corporate under the name and style of “E. J. Lord Limited”, and shall have all the powers and rights and be subject to all the liabilities provided by law for incorporated companies, and shall be subject to and have all the benefits of all general laws now and hereafter enacted in regard to corporations. All the property of the Company shall be liable for the just debts of the Company, but no shareholder shall be liable for the debts of the Company beyond the amount of what is due upon the share or shares owned by him.

9. The Company shall have the power to sue and be sued by its corporate name; to make and use a common seal and to alter the same at pleasure; to hold, purchase, lease and convey either absolutely or by way of mortgage such real and personal property, including therein shares in other corporations, as the purposes of the Company shall require, and to mortgage the same to secure any debt of the Company; to appoint such subordinate officers and agents as the business of the Company shall from time to time require; to make By-laws not inconsistent with any existing laws for the management of its property, the election and removal of its officers, the regulation of its affairs and the transfer of its stock;

IN WITNESS WHEROF, the said EDMUND J. LORD, EVERETT E. BLACK, GEORGE BUCHHOLTZ, PETER J. ERBEN and TETSUJI IKEJIRI have hereunto set their hands and seals this 3rd day of September 1926.

	/s/E.J. Lord	(SEAL)

	/s/E.E. Black	(SEAL)

	/s/George Buchholtz	(SEAL)

	/s/P.J. Erben	(SEAL)

	/s/T. Ikejiri	(SEAL)

EX-3.60 55 a2203045zex-3_60.htm EX-3.60

Exhibit 3.60

In the Matter of the Amendment of
the Articles of Association

E. J. LORD LIMITED

ALLOWANCE OF AMENDMENT

TO ALL TO WHO THESE PRESENTS SHALL COME, GREETING:

WHEREAS a petition has been filed in the office of the Treasurer of the Territory of Hawaii, dated February 13, 1930, signed by the President and Secretary of E. J. Lord Limited, a corporation organized and existing under and by virtue of the laws of the Territory of Hawaii, praying that the Articles of Association of said corporation be amended in the manner therein stated, and good reason appearing why said prayer should be granted, and it appearing that the proposed amendment will confer no other or greater powers or privileges than could have been lawfully conferred or obtained from the original Articles of Association:

NOW, THEREFORE, KNOW YE that I, E. S. SMITH, Treasurer of the Territory of Hawaii, by virtue off the power vested in me by law, and of the approval of the Governor of the Territory of Hawaii, do hereby grant and allow the amendment of the Articles of Association prayed for, so that said Articles of Association, as amended, shall read as follows

“ARTICLES OF ASSOCIATION

-of-

E. E. BLACK; LIMITED

KNOW ALL MEN BY THEE PRESENTS, that we, EDMUND J. LORD, EVERETT E. BLACK, GEORGE BUCHHOLTZ, PETER J. ERBEN, and TETSUJI IKEJIRI, all residing in Honolulu, City and County of Honolulu, Territory of Hawaii, having united and associated ourselves together to form a joint stock company under the laws of the said Territory, do hereby agree to the following Articles of Association, that is to say:

1. The name of the company is and shall be “E. E. BLACK, LIMITED.”

2. The principal office of the Company is and shall be in Honolulu aforesaid.

3. The purposes of the Company or the objects for which the same is organized are:

(a) To acquire, take over and carry on as a going concern the general contracting business now carried on by Edmund J. Lord and Everett E. Black, under the name of ‘E. J. Lord’ in the Territory of Hawaii, together with the whole of the real and personal property, assets and good will of the owners of that business used in connection therewith or belonging thereto, and to undertake and satisfy all or any of the liabilities of the said business, and to carry out and discharge all contracts and obligations, with or without modification, of the said business.

(b) To engage in general contracting, engineering, construction, dredging, excavating, building, erection and architectural work; and to undertake, and enter into and carry out contracts for, all kinds of works, including public works and improvements, and, without limiting the foregoing powers, to construct and equip railroads, street railroads, tramways, drydocks, canals, acqueducts, viaducts, waterways, water works, gas works, electric light and power works, docks, piers, harbors, wharves, dams, reservoirs, roads, embankments, sewers, sewerage works, drains, drainage works, paving works, public and other buildings, factories, warehouses, wharves, bridges, irrigation works, telegraph lines, telephone lines and exchanges, and works, buildings, or erections of any kind; and to manufacture, acquire, buy, sell, dispose of and supply all plant machinery, engines, rolling stock, live and dead stock, vessels, barges, appliances, accessories and things for use in connection with any of the foregoing, or any quarries or other undertakings whether or not of the character before mentioned.

(d) To undertake and carry into affect sub-contracts.

(e) To make sub-contracts, or to contract with others for the execution by them of the whole or any part of the works undertaken by or to be undertaken by the Company.

(f) To operate, either for a time or jointly, any works constructed or undertaken by the Company.

(g) To carry on in connection with the above such other business as may be conveniently or profitably carried on therewith or may usefully employ or turn to account or enhance the value of any of the Company’s property.

(i) To apply for, or join in applying for, purchase or by other means acquire, and protect, prolong and renew, whether in the United States or elsewhere any patents, patent rights, trade-marks, licenses, protections and concessions which may appear likely to be advantageous or useful to the Company, and to use and turn to account, and to manufacture under or grant licenses or privileges in respect of the same, and to expend money in experimenting upon and testing any patentable device or in experimenting upon and testing and in improving or seeking to improve any patent, inventions or rights which the Company may acquire or propose to acquire.

property acquired, and shares, bonds or securities that may be agreed upon, and to hold and retain or sell, mortgage and deal with any shares, bonds or securities so received.

(k) To promote any other company for the purposes of acquiring all or any of the property and/or undertaking any of the liabilities of this Company, or to undertake any business or operations which may appear likely to assist or benefit this Company, or to enhance the value of any property or business of this Company, and to place or guarantee the placing of, underwrite, apply for, and accept, or subscribe for the whole or any part of the capital or securities of any such company, or to lend money to or guarantee the performance of the contracts of any such company.

(l) To sell or otherwise dispose of, subject to law, the whole or any part of the undertakings of the Company, either together or in portions, for such consideration as may be agreed on, and in particular for shares, bonds or securities of any company purchasing the same.

(m) To invest and deal with the monies of the company not immediately required in such manner as may from time to time be thought fit.

(n) To lend and advance money or give credit to such person, firms or corporations and on such terms as may be thought fit, and in particular to customers, persons, firms and corporations dealing with the Company, and to give guarantees or become surety for such persons, firms or corporations.

(o) To borrow or raise money in such manner as the Company shall think fit, and in particular by the issue of bonds, notes and other obligations, and to secure the re-payment of any monies borrowed or raised or owing by the Company by mortgage, deed or trust, charge, or lien upon the whole or any part of the Company’s property or assets (present or future) and also be a similar mortgage, deed or trust, charge or lien to secure and guarantee the performance by the Company of any obligation or liability it may undertake.

(t) To act as agents or brokers for any person, firm or corporation, and also to act in any of the businesses of the Company through or by means of agents, brokers, sub-contractors or others.

(u) To remunerate any person, firm or organization rendering services to this Company either by cash payment or by the allotment to him or them of shares of the Company credited as paid up in full or in part or otherwise.

(w) To support and subscribe to any charitable or public object and any institution or club which may be for the benefit of the Company or its employees either directly or indirectly as may be connected with any place where the Company carries on business, and to give pensions, gratuities or charitable aid to any person or person who have served the Company, or to the wives, children or other relatives of such persons and to form and contribute to provident and benefit funds for the benefit of any persons employed by the Company.

(y) And to do all such other things as may be deemed incidental or conducive to the attainment of the above objects or any of them.

4. The capital of the Company is $100,000 divided into 1,000 shares of the par value of $100.00 each. The Company may from time to time in the manner provided by law, increase its capital up to the limit of $1,000,000 to be divided into 10,000 shares of the par value of $100 each. The Company shall also have power from time to time in the manner provided by law, to reduce its capital.

Edmund J. Lord	of Honolulu, T.H.
Everett E. Black	“	“	“
George Buchholtz	“	“	“
Peter J. Erben	“	“	“
Tetsuji Ikejiri	“	“	“

Edmund J. Lord		President
Everett E. Black		Vice-President
George Buchholtz		Treasurer
Tetsuji Ikejiri		Secretary
E. N. Nash		Auditor

8. The Company shall have succession and corporate existence for the term of fifty (50) years form the date of these presents and become a body corporate under the name and style of ‘E. E. Black Limited’, and shall have all the powers and rights and be subject to all the liabilities provided by law for incorporated companies, and shall be subject to and have all the benefits of all general laws now and hereafter enacted in regard to corporations. All the property of the Company shall be liable for the just debts of the Company, but no shareholder shall be liable for the debts of the Company beyond the amount of what is due upon the share or shares owned by him.

9. The Company shall have the power to sue and be sued by its corporate name; to make and use a common seal and to alter the name at pleasure; to hold, purchase, lease and convey either absolutely or by way of mortgage such real and personal property, including thereon shares in other corporations, as the purposes of the Company shall require, and to mortgage the same to secure any debt of the Company; to appoint such subordinate officers and agents as the business of the Company shall from time to time require; to make By-laws not inconsistent with any existing laws for the management of its property, the election and removal of its officers, the regulation of its affairs and the transfer of its stock.

IN WITNESS WHEREOF, the said EDMUND J. LORD, EVERETT E. BLACK, GEORGE BUCHHOLTZ, PETER J. ERBEN and TETSUJI IKEJIRI have hereunto set their hands and seals this 3rd day of September 1926.

		E.J. Lord		(SEAL)

		E. E. Black		(SEAL)

		Geo. Buchholtz		(SEAL)

		T. Ikejiri		(SEAL)

EX-3.61 56 a2203045zex-3_61.htm EX-3.61

Exhibit 3.61

STATE OF HAWAII

DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
Business Registration Division

1010 Richards Street

Mailing Address: P. O. Box 40, Honolulu, Hawaii 96810

ARTICLES OF AMENDMENT

(Section 415-61, Hawaii Revised Statutes)

PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK

The undersigned, duly authorized officers of the corporation submitting these Articles of Amendment, certify as follows:

1. The name of the corporation is:

E. E. Black, Limited

2. The Amendment(s) adopted are attached to these Articles of Amendment (see page 2).

3. The total number of shares outstanding is: 202,899

4. If adoption of the amendment(s) was at a meeting, complete the following:

The meeting of the shareholders was held on	January	20		1993
	(Month	Day		Year)

Class/Series		Number of Shares Voting For Amendment		Number of Shares Voting Against Amendment
Common		202,899		0

5. If adoption of the amendment(s) was by unanimous consent, complete the following:

By written consent dated
	(Month	Day		Year)

the shareholders unanimously adopted the amendment(s).

6. If the amendment(s) provides for any exchange, reclassification, or cancellation of issued shares, attach a statement describing the manner in which the exchange, reclassification, or cancellation shall be effected.

We certify under the penalties of Section 415-136, Hawaii Revised Statutes, that we have read the above statements, and that the same are true and correct.

Witness our hands this 21st day of January , 1993.

Stephen G. Hanks, Secretary		Edmund J. Gorman, Treasurer
(Type/Print Name & Title)		(Type/Print Name & Title)

/s/Stephen G. Hanks		/s/Edmund J. Gorman
(Signature of Officer)		(Signature of Officer)

ATTACHMENT TO ARTICLES OF AMENDMENT

E. E. Black, Limited

(Corporate Name)

Fill In applicable blank(s) and Insert text of the amendment.

The first sentence of

Article 5, Section , Subsection ,

Paragraph , is amended to read as follows:

“There shall always be a Board of Directors consisting of not less than three and not more than nine members, who shall have and exercise all the corporate powers of the Company (subject nevertheless to such regulations as may be prescribed by the Company in any meetings) and a president, one or more vice presidents, a secretary, treasurer, auditor and such other officers as may be provided by the By-Laws.”

EX-3.62 57 a2203045zex-3_62.htm EX-3.62

Exhibit 3.62

STATE Of HAWAII

DEPARTMENT OF REGULATORY AGENCIES

Honolulu, Hawaii

In the matter of the Amendment

of the Articles of Association of

E . E. BLACK, LIMITED

CERTIFICATE RE AMENDMENT OF THE ARTICLES OF ASSOCIATION

The undersigned, ROBERT E. BLACK and VIRGINIA SEAVER both of Honolulu, Hawaii, being first duly sworn on oath, depose and say: that they are respectively the president and secretary of E. E. BLACK, LIMITED, and were the presiding officer and secretary, respectively, at the special meeting of the stockholders of the corporation held at the office of the corporation, 401 Kamakee Street, Honolulu, Hawaii, on October 20, 1972, duly called for the purpose of amending the Articles of Association; that at the meeting there were present in person or represented by proxy 231,354 shares out of a total of 231,604 shares of common stock outstanding and entitled to vote for such purposes; and that at the meeting the following resolution was adopted by a vote of 231,354 shares of such common stock:

RESOLVED that Article (8) of the Articles of Association be amended to read as follows:

(8) The company shall have succession by its corporate name in perpetuity, and shall have all powers and rights and be subject to all liabilities provided by law for corporations. All of the property of the corporation shall be liable for its debts, but no holder of or subscriber for shares of the capital stock of the corporation shall be individually liable beyond the amount, if any, which may be due to the corporation upon the shares of capital stock held or subscribed for by him.

		/s/R.E. Black
		President

		/s/Virginia Seaver
		Secretary

EX-3.63 58 a2203045zex-3_63.htm EX-3.63

Exhibit 3.63

STATE OF HAWAII

DEPARTMENT OF REGULATORY AGENCIES

Honolulu, Hawaii

In the Matter of the Amendment of

the Articles of Association of

E. E. BLACK, LIMITED

CERTIFICATE RE AMENDMENT OF THE ARTICLES OF ASSOCIATION

The undersigned, ROBERT E. BLACK and CLARK J. HASTERT, both of Honolulu, Hawaii, being first duly sworn on oath, depose and say that they are respectively the president and secretary of E. E. BLACK, LIMITED, and were the presiding officer and secretary, respectively, at the special meeting of the stockholders of the corporation, held at the office of the corporation at 401 Kamakee Street, Honolulu, Hawaii, on December 24, 1965, duly called for the purpose of amending the Articles of Association of the corporation; that at said meeting on December 24, 1965, there were present in person or represented by proxy 2,335 shares out of a total of 2,360 shares of common stock outstanding and entitled to vote for such purposes; and that at said meeting the following resolution was adopted by a vote of 2,335 shares of common stock:

RESOLVED that the number of shares and the par value of the shares of common stock of E. E. BLACK, LIMITED be changed from 4,000 shares of par value of $100 each to 400,000 shares of the par value of $1 each, so that the authorized capital stock shall be, as heretofore, $400,000; and

RESOLVED that Article 4 of the Articles of Association of E. E. BLACK, LIMITED, be amended to read as follows:

4. The capital stock of the Company shall be Four Hundred Thousand Dollars ($400,000) represented by Four Hundred Thousand (400,000) shares of common stock of the par value of One Dollar ($1) per share. The Company may increase its capital stock from time to time to an amount, comprising all classes of capital stock, common and

preferred, not exceeding Ten Million Dollars ($10,000,000). The Company may issue two or more classes of stock with such preferences, voting powers, restrictions and qualifications thereof as shall be fixed in the resolution authorizing the issue thereof. The Company shall have the power to reduce its capital stock and to reduce or increase the par value of the shares of any class thereof in the manner provided by law.

AND FURTHER RESOLVED that the proper officers of the corporation shall issue new certificates for common shares having a par value of $1 per share and one hundred shares for each share now held by each stockholder in exchange for the certificates representing its shares now held by each stockholder.


	/s/Robert E. Black
	President

	/s/Clark J. Hastert
	Secretary

EX-3.64 59 a2203045zex-3_64.htm EX-3.64

Exhibit 3.64

BY-LAWS

E. E. BLACK, LIMITED

(AS AMENDED)

ARTICLE I

Office

The principal office and place of business of the company shall be in Honolulu, City and County of Honolulu, at such place as the board of directors may from time to time determine.

ARTICLE II

Stockholders and Voting of Stock

1. Stockholders’ Voting Rights. Any person, firm or corporation regularly owning and holding not less than one share of the capital stock of the company, duly registered in his or its name, the number and ownership whereof shall be determined by the stock ledger or other record of ownership of stock of the company, shall be a stockholder of the company and, either in person or by proxy, entitled to one vote for each full share so owned, at all meetings of the stockholders of the company.

2. Proxies. The authority given by a stockholder to any person to represent such stockholder at meetings of the stockholders, shall be in writing signed by such stockholder or his duly authorized attorney, or, if a corporation, by the proper officers thereof, and shall be filed with the secretary, and unless limited by its terms such authority shall be deemed good until revoked in writing. Where authority to vote the shares of a stockholder is in a form other than a signed proxy, evidence satisfactory to the secretary as to such other authority shall be filed with or exhibited to the secretary at or prior to the meeting.

3. Fiduciary Capacities. An executor, administrator, guardian or trustee may vote in person or by proxy at any meeting of the company the stock of the company held by him in such capacity, whether or not such stock shall have been transferred to his name on the books of the company. In case the stock shall not have been so transferred to his name on the books of the company, he shall satisfy the secretary that he is the executor, administrator, guardian or trustee holding such stock in such capacity.

4. Joint Ownership. Where the stock is owned by two or more jointly, and is so registered on the company’s record of stock ownership, it may be voted by any one of the owners present, in the absence of protest by the other or others.

ARTICLE III

Meetings of Stockholders and Notices Thereof

1. Annual Meeting. The annual meeting of the stockholders shall be held at the office of the company in Honolulu during the month of February, March, or April in each year, on such day as the president shall designate, and if the president shall fail to designate such date before the first day of April in any year, then the annual meeting for that year shall be held on the third Thursday in April, at 9:00 a. m.

2. Special Meetings. Special meetings of the stockholders shall be called by the president, upon his own motion or upon the written request of any two or more directors or of stockholders of the company holding not less than one-fourth of the capital stock.

3. Adjournment. Meetings of stockholders may be adjourned from time to time, as deemed advisable.

4. Notice. Notices of all meetings of stockholders shall specify the place, day and hour of the meeting, whether annual or special, and if special the purposes for which the same is called, and shall be published not less than three times on separate days in some newspaper of general circulation published in Honolulu, the first publication to be not less than seven days previous to the date assigned for the meeting; or, notice thereof may be served upon the stockholders personally, not less than three days before such meeting; or by sending such notice through the post office in a letter or by post card, at least five days before such meeting, with postage prepaid, addressed to each stockholder at his last known post office address. Notice given in either of said modes shall be sufficient. Notices of adjourned meetings shall not be necessary but may be given if so ordered by the meeting which shall so adjourn, and may then be given in such manner and for such time as by such meeting directed.

5. Quorum. A majority of all the shares of stock of the company, represented in person or by proxy, shall be necessary to constitute a quorum for meetings of the stockholders, but a minority may adjourn over from time to time without further notice, in order to secure a quorum, or the president may so adjourn the meeting for such purpose.

ARTICLE IV

Capital Stock

1. Certificates. The certificates of stock shall be in such form and of such device as shall be approved by the president, subject to law and to alteration or change whenever the company shall so desire. Each certificate shall be signed by the president or a vice president, and countersigned by the treasurer or assistant treasurer, and shall bear the impress of the corporate seal.

2. Transfer of Shares. Transfer of shares of stock may be made by endorsement and delivery of the certificate. The endorsee shall be entitled to a new certificate upon surrendering the old one. No such transaction shall be valid, except between the parties thereto, until such new certificate shall have been obtained or the transfer shall have been recorded on the books of the company so as to show the date of the transfer, the names of the parties thereto, their addresses, and the number and description of the shares transferred.

Upon such surrender of any certificate the same shall be cancelled.

3. Lost Certificates. In case of the loss, mutilation or destruction of any certificate for any share or shares of stock of the company, a duplicate certificate may be issued upon such terms as the board of directors may prescribe.

4. Closing of Stock Transfer Books. The books for the transfer of stock may be closed for a period not exceeding ten (10) days before annual and special meetings of the stockholders, and the payment of dividends, upon notice thereof given by the treasurer. At such meetings only those who appear as stockholders of record shall be entitled to vote or be represented, and dividends shall be paid only to those who are shown by the books to be entitled to the same. By resolution the board of directors may at any time close such books to transfers for a period not exceeding thirty (30) days.

5. Holder of Record. The company shall be entitled to treat the holder of record of any share or shares of its capital stock as the holder in fact thereof for any purpose whatsoever, and shall not be bound to recognize any equitable or other claim to, or interest in, such share or shares on the part of any other claimant thereto.

ARTICLE V

Increase of Capital

In case of any increase of the capital stock of the company and the issuance of new shares therefor, such new shares, unless otherwise ordered by the meeting that sanctions their issue, shall be offered to the stockholders of the company in proportion to existing shares then respectively held by them. The terms of offering shall be fixed at the meeting, or any adjournment thereof, which authorizes such issuance.

ARTICLE VI

Officers and Directors

1. Principal Officers. The principal officers of the company shall be a president, one or more vice presidents, a treasurer, a secretary and an auditor. At least the president shall be appointed from among the directors. Any two of the offices of vice president, secretary and treasurer may be held by the same person. The board of directors may also elect one director as a chairman of the board. If one is elected, the chairman of the board shall be the senior officer of the corporation and shall preside at meetings of the stockholders and board of directors at which he is present and, when called upon by any of the principal officers, advise them upon corporate matters. He shall perform such other functions as the board of directors may assign.

2. Appointment by Directors. All officers of the company shall be appointed by the board of directors and shall serve at the pleasure of the board, except that the auditor shall be elected by the stockholders to serve for one year until his or its successor shall be elected.

3. No Stockholding Qualification. No officer or directors need be a holder.

4. Number and Election of Directors. There shall be a board of directors of not

less than five nor more than nine members, the number to be designated by resolution of the stockholders at each annual meeting. Except as hereinafter provided, each director shall serve until the next annual meeting or until his successor shall have been elected and qualified.

5. General Manager. The board of directors may appoint a general manager of the business of the company, and may prescribe his duties and authority. The board may also appoint an assistant manager and such other officers and agents as it shall deem for the best interests of the company, and prescribe their duties and fix their compensation. Bonds of Officers and Employees. The board may require any officer or employee of the company to give satisfactory security for the proper performance of duty.

6. Delegation of Power. The authority to appoint and employ and to discharge subordinate officers and agents and to fix their powers and duties and to fix their compensation may be delegated by the board of directors to the general manager or assistant manager, or any officer or officers of the company.

ARTICLE VII

Board of Directors

1. Meetings. Regular meetings of the Board of directors may be held at such time and place as the board may from time to time determine. Special meetings may be called by the president or on the request of two directors. Notice of any meeting of the board of directors shall be given to each director by the secretary or by the person calling the meeting, by advising him by telephone, by word of mouth, or by leaving written notice of such meeting with him or at his residence or usual place of business not later than the day before the meeting, or also by mailing such notice at least three days before the meeting. Non receipt of any such notice shall not invalidate any business done at any meeting at which a quorum is present. No notice of a meeting need be given to any director who is at the time absent from the Territory of Hawaii. The presence of any director at any meeting shall be equivalent of a waiver of the requirement of the giving of notice of said meeting to such director.

2. Powers. The board of directors shall have the general supervision, management, control and direction of all business and property of the company. It may give general or limited or special power and authority to committees of the company created by it, and to the officers, subordinate officers and employees of the company to transact the general business or any special business of the company. It may give powers of attorney to agents of the company to transact any special business requiring such authorization. It shall fix the compensation of the officers of the company and of committee members. It shall have the power to declare all dividends, to determine upon the form of certificates of shares of stock and of transfers thereof, to make rules and regulations, not inconsistent with these By-Laws, for its government and the transaction of business and, as limited by these By-Laws, generally to do any and every lawful act which the board may deem proper to carry into effect the powers of the company.

3. Quorum. A majority of the board of directors shall constitute a quorum for the transaction of business, except a minority of the board may fill vacancies in the manner provided in paragraph 4 of this Article, and a minority may adjourn over from time to time.

4. Vacancies. In case of any vacancy occurring in the directorate between meetings of the stockholders, through death, resignation, disqualification, removal or other cause other than temporary absence or illness, the directors remaining, although less than a majority of the board, may by affirmative vote of a majority of them, appoint a successor or successors to hold the office or offices so vacant for the unexpired term or terms thereof, or for a temporary period, respectively, or until the stockholders shall by election fill the same.

ARTICLE.VIII

Duties of Officers

1. President. In the absence of a chairman of the board, the president shall preside at all meetings of the stockholders and of the board of directors. He shall at all times perform such duties as may be required of him by the board of directors and these By-Laws and exercise such general direction and supervision over, the business of the company as its interests and security may require. Unless the board of directors otherwise direct, he shall have full authority to vote the stock of other corporations owned by the company at all meetings of such other corporations.

2. Vice Presidents. In the absence or disability of the president, the vice presidents in order of their seniority or as may be designated by the board of directors from time to time shall perform the duties of the president, as such, as prescribed by these By-Laws.

3. Treasurer. It shall be the duty of the treasurer to keep or superintend the keeping of all the financial books and accounts of the company in a thorough and proper manner, and to render statements of the same in such form and as often as required by the board of directors. He shall, subject to the control of the board of directors, have the custody of all funds and securities of the corporation. He shall perform all other duties usually pertaining to the office of treasurer of a corporation and such duties as may be assigned to him by the board of directors or required to be exercised by him under the provisions of these By-Laws.

4. Secretary. The secretary shall keep a full and accurate record, over his signature, of all proceedings of the stockholders and of the directors at all their meetings; he shall give all notices of meetings of the stockholders and directors required by these By-Laws or by the directors to be given, and such other notices as the board or president may order; and he shall attend to such other duties as may be appurtenant to those above indicated, or as required by these By-Laws, or to the usual duties of a secretary, or to the duties to which the board may order him to attend.

5. Auditor. The auditor shall audit the books and accounts of the corporation and shall certify his findings on the books of the treasurer and report thereon, in writing, to the stockholders at least annually; and shall make such other audits and reports as the board of directors shall determine from time to time.

ARTICLE IX

Execution of Instruments

1. Signatures. All checks, dividend warrants and other orders for the payment of money, drafts, notes, bonds, acceptances, contracts, and all other instruments, except as otherwise provided in these By-Laws, shall be signed by such person or persons as shall be provided by general or special resolution of the board of directors, and in the absence of any provision in these By-Laws, or any such instrument, then such instrument shall be signed by any one of the following officers of this corporation, viz: the president, any vice president, the treasurer or the secretary.

ARTICLE X

Removal of Officers and Directors

Besides the power of removal hereinbefore given to the board of directors, the stockholders of the company may, by special resolution adopted by a two-thirds vote of-all the stock of the company, at any meeting, duly called, remove any officer or director or officers or directors, before the expiration of his or their period or periods of office; and thereupon elect another person or persons in his or their stead. The person or persons so elected shall hold office, subject to the provisions of these By-Laws, during such time as the officer or officers in whose place he or they shall have been elected would have held if he or they had not been so removed.

ARTICLE XI

Liability of Officers and Directors

1. Liability for Wrongful Act. No director or officer of the company, unless the same have resulted from his own wrongful act, shall be liable for acts, defaults or neglects of any other director or officer, or for any loss sustained by the company. Indemnification. Every officer and director of the corporation shall be indemnified by the company against loss, cost or expense incurred in consequence of any authorized act done or authorized contract entered into in good faith on behalf of the company or in the performance of any authorized act as such officer.

2. Reliance on Records. Each officer, director or member of any committee designated by the board of directors or by the president with the approval of the board, shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or reports made to the company by any of its officials, or by an independent certified public accountant, or by an appraiser selected with reasonable care by the board of directors or by any such committee, or in relying in good faith upon other records of the company.

ARTICLE XII

Reserve Fund

1. Creation of by Directors. The directors may, with the consent of the stockholders, given at any meeting, set aside out of the profits of the company, such sums as

they shall deem proper, as a reserve fund, from the principal and interest of which to meet contingencies or for equalizing dividends, extending or maintaining the works, business, trade or property of the company, or any part thereof, or for meeting any bonded indebtedness or other debt of the company, or for payment to the stockholders of the amount paid in on their stock upon dissolution of the company.

2. Investment of. The directors may invest the sum or sums so set apart as a reserve fund in such securities as they may deem proper.

ARTICLE XIII

Amendments

These By-Laws may be amended, altered, or repealed by the affirmative vote of a majority of all of the capital stock at any annual meeting or at any special meeting of the stockholders called for such purpose.

EX-3.65 60 a2203045zex-3_65.htm EX-3.65

Exhibit 3.65

E. E. BLACK, LIMITED

Amendment to Bylaws

Resolution of the Sole Stockholder - April 20, 1995

“WHEREAS, it is deemed to be in the best interests of the Company to amend the Bylaws to allow the annual meeting of the stockholders to be held at any location the Board deems appropriate;

“NOW, THEREFORE, BE IT RESOLVED, that Article III, Section 1 of the Bylaws is hereby amended to read as follows:

‘1. Annual Meeting. The annual meeting of the stockholders shall be held at the office of the corporation in Boise, Idaho, or at such other place as the Board of Directors may determine, on the third Thursday in April of each year at 9:00 a.m., or at such other time as the Board of Directors may determine.’”

Resolution of the Sole Stockholder - January 20, 1993

“RESOLVED FURTHER, that Article VI, paragraph 4, of the By-Laws of the Company is hereby amended to read as follows:

‘4. There shall be a board of directors of not less than three and not more than nine members, the number to be designated by resolution of the stockholders at each annual meeting. Except as hereinafter provided, each directors shall serve until the next annual meeting or until his successor shall have been elected and qualified.’”

EX-3.66 61 a2203045zex-3_66.htm EX-3.66

Exhibit 3.66

ARTICLES OF INCORPORATION

DESERT PLUMBING & HEATING CO., INC.,

The undersigned, to form a corporation under Chapter 78 of the Nevada Revised Statutes, certify:

1. Name

The name of the corporation is:

DESERT PLUMBING & HEATING CO., INC.

2. Office

The principal office of the corporation in the State of Nevada is to be located at 530 South Fourth Street in the City of Las Vegas, County of Clark, State of Nevada. The corporation may also maintain an office or offices at such other places within or outside of the State of Nevada, as it may from time to time determine. Corporate business of every kind and nature may be conducted and meetings of Directors and Stockholders held, outside of the State of Nevada, the same as in the State of Nevada.

3. Purpose

The corporation may engage in any lawful activity.

4. Capital Stock

The total authorized capital stock of the corporation shall amount to Twenty Five Thousand Dollars ($25,000.00) and shall consist of Twenty Five Thousand (25,000) shares with a par value of One Dollar ($1.00) each.

5 Directors

The members of the governing board of the corporation shall be styled Directors and the number thereof, shall not be less than three (3). The number of Directors may from time to time be increased or decreased in such manner as shall be provided by the Bylaws of the corporation, but the

number shall not be reduced to less than three (3). Directors need not be Shareholders, but shall be of full age and at least one (1) shall be a citizen of the United States. The names and post office addresses of the first Board of Directors, which shall consist of three (3) persons, and who shall hold office until their successors are duly elected and qualified, are as follows:

Names		Addresses

Ivan S. Larkin		1614 Maryland Parkway
		Las Vegas, Nevada 89104

Raymond L. Hodson		1648 Statz
		North Las Vegas, Nevada 89030

Joann L. Hodson		1648 Statz
		North Las Vegas, Nevada 89030

6. Non-Assessable

The capital stock of the corporation after the amount of the subscription price, or par value, has been paid in money, property or services, as the Directors shall determine, shall not be subject to assessment to pay the debts of the corporation, nor for any other purpose, and no stock issued as fully paid up shall ever be assessable or assessed, and the Articles of Incorporation shall not be amended in this particular.

7. Incorporators

The name and post office address of each of the incorporators, which are three (3) in number, signing the Articles of Incorporation, is as follows:

Names		Addresses

H. E. Lewis		804 Saylor Way
		Las Vegas, Nevada 89107

Suzanne Jerome		6529 Evergreen Avenue
		Las Vegas, Nevada 89107

Shirley T. Rago		2721 Bennett Drive
		Las Vegas, Nevada 89121

8. Term

The corporation shall have perpetual existence.

EXECUTED this 19th day of May, 1977

	/s/H.E. Lewis
	H.E. LEWIS

	/s/Suzanne Jerome
	SUZANNE JEROME

	/s/Shirley T. Rago
	SHIRLEY T. RAGO

STATE OF NEVADA	)
	)	ss.
COUNTY OF CLARK	)

On this 19th-day of May, 1977, personally appeared before me, the undersigned, a Notary Public in and for said County and State, H. E. LEWIS, SUZANNE JEROME and SHIRLEY T. RAGO, known to me to be the persons described in and who executed the foregoing instrument, who severally acknowledged to me that they executed the same freely and voluntarily and for the uses and purposes therein mentioned.

WITNESS my hand and official seal.

	/s/Thomas R. Green
	Notary Public

	Notary Public State of Nevada
		CLARK COUNTY
		Thomas R. Green
	My Commission Expires Aug. 31, 1980

EX-3.67 62 a2203045zex-3_67.htm EX-3.67

Exhibit 3.67

BY-LAWS

DESERT PLUMBING & HEATING CO., INC.

ARTICLE I - OFFICES

The principal office of the Corporation shall be located in Las Vegas, Nevada and it may be changed from time to time by the Board of Directors. The Corporation may also maintain offices at such other places within or without the United States as the Board of Directors may, from time to time, determine.

ARTICLE II - MEETING OF STOCKHOLDERS

Section 1 — Annual Meetings:

The annual meeting of the stockholders of the Corporation shall be held within six (6) months after the close of the fiscal year of the corporation, for the purposes of electing directors, and transacting such other business as may properly come before the meeting.

Section 2 - Special Meetings:

Special meetings of the stockholders may be called at any time by the Board of Directors or by the President, and shall be called by the President or the Secretary at the written request of the holders of twenty-five per cent (25%) of the shares then outstanding and entitled to vote thereat, or as otherwise required by law.

Section 3 - Place of Meetings:

All meetings of stockholders shall be held at the principal office of the Corporation, or at such other places as shall be designated in the notices or waivers of notice of such meetings.

Section 4 - Notice of Meetings:

(a) Except as otherwise provided by statute, written notice of each meeting of stockholders, whether annual or special, stating the time when and place where it is to be held, shall be served either personally or by mail, not less than ten or more than fifty days before the meeting, upon each stockholder of record entitled to vote at such meeting, and to any other stockholder to whom the giving of notice may be required by law. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called, and

shall indicate that it is being issued by, or at the direction of, the person or persons calling the meeting. If, at any meeting, action is proposed to be taken that would, if taken, entitled stockholders to receive payment for their shares pursuant to statute, the notice of such meeting shall include a statement of that purpose and to that effect. If mailed, such notice shall be directed to each such stockholder at his address, as it appears on the records of the stockholders of the Corporation, unless he shall have previously filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case, it shall be mailed to the address designated in such request.

(b) Notice of any meeting need not be given to any person who may become a stockholder of record after the mailing of such notice and prior to the meeting, or to any stockholder who attends such meeting, in person or by proxy, or to any stockholder who, in person or by proxy, submits a signed waiver of notice either before or after such meeting. Notice of any adjourned meeting of stockholders need not be given, unless otherwise required by statute.

Section 5 - Quorum:

(a) Except as otherwise provided herein, or by statute, or in the Certificate of Incorporation (such certificate and any amendments thereof being hereinafter collectively referred to as the “Certificate of incorporation”), at all meetings of stockholders of the Corporation, the presence at the commencement of such meetings in person or by proxy of stockholders holding of record % of the total number of shares of the Corporation then issued and outstanding and entitled to vote, shall be necessary and sufficient to constitute a quorum for the transaction of any business. The withdrawal of any stockholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.

(b) Despite the absence of a quorum at any annual or special meeting of stockholders, the stockholders, by a majority of the votes cast by the holders of shares entitled to vote thereat, may adjourn the meeting. At any such adjourned meeting at which a quorum is present, any business may be transacted at the meeting as originally called if a quorum had been present.

Section 6 - Voting:

(a) Except as otherwise provided by statute or by the Certificate of Incorporation, any corporate action, other than the election of directors, to be taken by vote of the stockholders, shall be authorized by a majority of votes cast at a meeting of stockholders by the holders of shares entitled to vote thereat.

(b) Except as otherwise provided by statute or by the Certificate of Incorporation, at each meeting of stockholders, each holder of record of stock of the Corporation entitled to vote thereat, shall be entitled to one vote for each share of stock registered in his name on the books of the Corporation.

(c) Each stockholder entitled to vote or to express consent or dissent without a meeting, may do so by proxy; provided, however, that the instrument authorizing such proxy to act shall have been executed in writing by the stockholder himself, or by his attorney-in-fact thereunto duly authorized in writing. No proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless the person executing it shall have specified therein the length of time it is to continue in force. Such instrument shall be

exhibited to the Secretary at the meeting and shall be filed with the minutes of the meeting.

(d) Any resolution in writing, signed by all of the stockholders entitled to vote thereon, shall be and constitute action by such stockholders to the effect therein expressed, with the same force and effect as if the same had been duly passed by unanimous vote at a duly called meeting of stockholders and such resolution so signed shall be inserted in the Minute Book of the Corporation under its proper date.

ARTICLE III - BOARD OF DIRECTORS

Section 1 - Number, Election and Term of Office:

(a) The number of the directors of the Corporation shall be not less than 1 nor more than 9, unless and until otherwise determined by vote of a majority of the entire Board of Directors. The number of Directors shall not be less than three (3), unless all of the outstanding shares of stock are owned beneficially and of record by less than three (3) stockholders, in which event the number of directors shall not be less than the number of stockholders or the minimum permitted by statute.

(b) Except as may otherwise be provided herein or in the Certificate of Incorporation by way of cumulative voting rights, the members of the Board of Directors of the Corporation, who need not be stockholders, shall be elected by a majority of the votes cast at a meeting of stockholders, by the holders of shares of stock present in person or by proxy, entitled to vote in the election.

(c) Each director shall hold office until the annual meeting of the stockholders next succeeding his election, and until his successor is elected and qualified, or until his prior death, resignation or removal.

Section 2 - Duties and Powers:

The Board of Directors shall be responsible for the control and management of the affairs, property and interests of the Corporation, and may exercise all powers-of the Corporation, except as are in the Certificate of incorporation or by statute expressly conferred upon or reserved to the stockholders.

Section 3 - Annual and Regular Meetings; Notice:

(a) A regular annual meeting of the Board of Directors shall be held immediately following the annual meeting of the stockholders, at the place of such annual meeting of stockholders.

(b) The Board of Directors, from time to time, may provide by resolution for the holding of other regular meetings of the Board of Directors, and may fix the time and place thereof.

(c) Notice of any regular meeting of the Board of Directors shall not be required to be given and, if given, need not specify the purpose of the meeting; provided, however, that in case the Board of Directors shall fix or change the time or place of any regular meeting, notice of such action shall be given to each director who shall not have been present at the

meeting at which such change was made within the time limited, and in the manner set forth in Paragraph (b) Section 4 of this Article III, with respect to special meetings, unless such notice shall be waived in the manner set forth in Paragraph (c) of such Section 4.

Section 4 - Special Meetings; Notice:

(a) Special meetings of the Board of Directors shall be held whenever called by the President or by one of the directors, at such time and place as may be specified in the respective notices or waivers of notice thereof.

(b) Except as otherwise required by statute, notice of special meetings shall be mailed directly to each director, addressed to him at his residence or usual place of business, at least four (4) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegram, radio or cable, or shall be delivered to him personally or given to him orally, not later than the day before the day on which the meeting is to be held. A notice or waiver of notice, except as required by Section 8 of this Article III, need not specify the purpose of the meeting.

(c) Notice of any special meeting shall not be required to be given to any director who shall attend such meeting without protesting prior thereto or at its commencement, the lack of notice to him, or who submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be given.

Section 5 - Chairman:

At all meetings of the Board of Directors, the Chairman of the Board, if any and if present, shall preside. If there shall be no Chairman, or he shall be absent, then the Vice Chairman shall preside, and in his absence, a chairman chosen by the directors shall preside.

Section 6 - Quorum and Adjournments:

(a) At all meetings of the Board of Directors, the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Certificate of incorporation, or by these By-Laws.

(b) A majority of the directors present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time without notice, until a quorum shall be present.

Section 7 - Manner of Acting:

(a) At all meetings of the Board of Directors, each director present shall have one vote, irrespective of the number of shares of stock, if any, which he may hold.

(b) Except as otherwise provided by statute, by the Certificate of incorporation, or by these By-Laws, the action of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Any action authorized, in writing, by all of the directors entitled to vote thereon and filed with the minutes of the Board of Directors of the Corporation shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board.

Section 8 - Vacancies;

Any vacancy in the Board of Directors, occurring by reason of an increase in the number of directors, or by reason of the death, resignation, disqualification, removal (unless a vacancy created by the removal of a director by the stockholders shall be filled by the stockholders at the meeting at which the removal was effected, or inability to act of any director, or otherwise, shall be filled for the unexpired portion of the term by a majority vote of the remaining, directors, though less than a quorum, at any regular meeting or special meeting of the Board of Directors called for that purpose.

Section 9 - Resignation:

Any director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of such resignation shall not be necessary to make it effective.

Section 10 - Removal:

Any director may be removed with or without cause at any time by the affirmative vote of stockholders holding of record in the aggregate at least a majority of the outstanding shares of stock of the Corporation at a special meeting of the stockholders called for that purpose, and may be removed for cause by action of the Board.

Section 11 - Salary:

No stated salary shall be paid to directors, as such, for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, however, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefore.

Section 12 - Contracts:

(a) No contract or other transaction between this Corporation and any other corporation shall be impaired, affected or invalidated, nor shall any director be liable in any way by reason of the fact that any one or more of the directors of this corporation is or are interested in, or is a director or officer, or are directors or officers of such other corporation, provided that such facts are disclosed or made known to the Board of Directors, prior to their authorizing such transaction.

(b) Any director, personally and individually, may be a party to or may be interested in any contract or transaction of this Corporation, and no director shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors prior to their authorization of such contract or transaction, and provided that the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. This Section shall not be construed to impair or invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.

Section 13 - Committees:

The Board of Directors, by resolution adopted by a majority of the entire board, may from time to time designate from among its members an executive committee and such other committees, and alternate members thereof, as they may deem desirable, with such powers and authority (to the extent permitted by law) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board,

ARTICLE IV - OFFICERS

Section 1 - Number, Qualifications, Election and Term of Office:

(a) The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, or a President and Secretary-Treasurer, and such other officers, including a Chairman of the Board of Directors, and one or more Vice Presidents, as the Board of Directors may from time to time deem advisable. Any officer other than the chairman or Vice Chairman of the Board of Directors may be, but is not required to be, a director of the Corporation. Any two or more offices may be held by the same person.

(b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of stockholders.

(c) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his election, and until his successor shall have been elected and qualified, or until his death, resignation or removal.

Section 2 - Resignation:

Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, or to the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such resignation shall not be necessary to make it effective.

Section 3 - Removal:

Any officer may be removed, either with or without cause, and a successor elected by a majority vote of the Board of Directors at any time.

Section 4 - Vacancies:

A vacancy in any office by reason of death, resignation, inability to act, disqualification, or any other cause, may at any time be filled for the unexpired portion of the term by a majority vote of the Board of Directors.

Section 5 - Duties of Officers:

Officers of the Corporation shall, unless otherwise provided by the Board of Directors, each have such powers aid duties as generally pertain to their respective offices as well as such powers and duties as may be set forth in these by-laws, or may from time to time be

specifically conferred or imposed by the Board of Directors. The President shall be the chief executive officer of the Corporation.

Section 6 - Sureties and Bonds:

In case the Board of Directors shall so require, any officer, employee or agent of the Corporation shall execute to the Corporation a bond insuch sum, and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the Corporation, including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into his hands.

Section 7 - Shares of Stock of Other Corporations:

Whenever the Corporation is the holder of shares of stock of any other corporation, any right or power of the Corporation as such stockholder (including the attendance, acting and voting at stockholders’ meetings and execution of waivers, consents, proxies or other instruments) may be exercised on behalf of the Corporation by the President, any Vice President, or such other person as the Board of Directors may authorize.

ARTICLE V - SHARES OF STOCK

Section 1 - Certificate of Stock:

(a) The certificates representing shares of the Corporation’s stock shall be in such form as shall be adopted by the Board of Directors, and shall be numbered and registered in the order issued. They shall bear the holder’s name and the number of shares of stock and shall be signed by (i) the Chairman of the Board or the President or a Vice President, and (ii) the Secretary or Treasurer, or any Assistant Secretary or Assistant Treasurer, and shall bear the corporate seal.

(b) No certificate representing shares of stock shall be issued until the full amount of consideration therefor has been paid, except as otherwise permitted by law.

(c) To the extent permitted by law, the Board of Directors may authorize the issuance of certificates for fractions of a share of stock which shall entitle the holder to exercise voting rights, receive dividends and participate in liquidating distributions, in proportion to the fractional holdings; or it may authorize the payment in cash of the fair value of fractions of a share of stock as of the time when those entitled to receive such fractions are determined; or it may authorize the issuance, subject to such conditions as may be permitted by law, of scrip in registered or bearer form over the signature of an officer or agent of the Corporation, exchangeable as therein provided for full shares of stock, but such scrip shall not entitle the holder to any rights of a stockholder, except as therein provided.

Section 2 - Lost or Destroyed Certificates:

The holder of any certificate representing shares of stock of the Corporation shall immediately notify the Corporation of any loss or destruction of the certificate representing the same. The Corporation may issue a new certificate in the place of any certificate

theretofore issued by it, alleged to have been lost or destroyed. On production of such evidence of loss or destruction as the Board of Directors in its discretion may require, the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation a bond in such sum as the Board may direct, and with such surety or sureties as may be satisfactory to the Board, to indemnify the Corporation against any claims, loss, liability or damage it may suffer on account of the issuance of the new certificate. A new certificate may be issued without requiring any such evidence or bond when, in the judgment of the Board of Directors, it is proper so to do.

Section 3 - Transfers of Shares:

(a) Transfers of shares of stock of the Corporation shall be made on the stock ledger of the Corporation only by the holder of record thereof, in person or by his duly authorized attorney, upon surrender for cancellation of the certificate or certificates representing such shares of stock with an assignment or power of transfer endorsed thereon or delivered therewith, duly executed, with such proof of the authenticity of the signature and of authority to transfer and of payment of taxes as the Corporation or its agents may require.

(b) The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares of stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.

Section 4 - Record Date:

In lieu of closing the stock ledger of the Corporation, the Board of Directors may fix, in advance, a date not exceeding fifty (50) days, nor less than ten (10) days, as the record date for the determination of stockholders entitled to receive notice of, or to vote at, any meeting of stockholders, or to consent to any proposal without a meeting, or for the purpose of determining stockholders entitled to receive payment of any dividends, or allotment of any rights, or for the purpose of any other action. If no record date is fixed, the record date for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day preceding the day on which the meeting is held; the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the resolution of the directors relating thereto is adopted. When a determination of stockholders of record entitled to notice of or to vote at any meeting of stockholders has been made as provided for herein, such determination shall apply to any adjournment thereof, unless the directors fix a new record date for the adjourned meeting.

ARTICLE VI - DIVIDENDS:

Subject to applicable law, dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may determine.

ARTICLE VII - FISCAL YEAR:

The fiscal year of the Corporation shall be and may be changed by the Board of Directors from time to time, subject to applicable law.

ARTICLE VIII - CORPORATE SEAL:

The corporate seal shall be in such form as shall be approved from time to time by the Board of Directors.

ARTICLE IX - INDEMNITY:

(a) Any person made a party to any action, suit or proceeding, by reason of the fact that he, his testator or intestate representative is or was a director, officer or employee of the Corporation, or of any Corporation in which he served as such at the request of the Corporation, shall be indemnified by the Corporation against the reasonable expenses, including attorneys’ fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceedings, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding, or in connection with any appeal therein that such officer, director or employee is liable for negligence or misconduct in the performance of his duties.

(b) The foregoing right of indemnification shall not be deemed exclusive of any other rights to which any officer or director or employee may be entitled apart from the provisions of this section.

(c) The amount of indemnity to which any officer or any director may be entitled shall be fixed by the Board of Directors, except that in any case where there is no disinterested majority of the Board available, the amount shall be fixed by arbitration pursuant to the then existing rules of the American Arbitration Association.

ARTICLE X - AMENDMENTS

Section 1 - By Stockholders:

All by-laws of the Corporation shall be subject to alteration or repeal, and new by-laws may be made, by the affirmative vote of stockholders holding of record in the aggregate at least a majority of the outstanding shares of stock entitled to vote in the election of directors at any annual or special meeting of stockholders, provided that the notice or waiver of notice of such meeting shall have summarized or set forth in full therein, the proposed amendment.

Section 2 - By Directors:

The Board of Directors shall have power to make, adopt, alter, amend and repeal, from time to time, by-laws of the Corporation; provided, however, that the stockholders entitled to vote with respect thereto as in this Article X above-provided may alter, amend or repeal by-laws made by the Board of Directors, except that the Board of Directors shall have no power to change the quorum for meetings of stockholders or of the Board of Directors, or to change any provisions of the by-laws with respect to the removal of directors of the filling of vacancies in the Board resulting from the removal by the stockholders

If any by-law regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of stockholders for the election of directors, the by-law so adopted, amended or repealed, together with a concise statement of the changes made.

EX-3.68 63 a2203045zex-3_68.htm EX-3.68

Exhibit 3.68

ARTICLES OF INCORPORATION

McCONNELL DOWELL INVESTMENTS (USA), Inc.

FIRST. The name of the corporation is

McCONNELL DOWELL INVESTMENTS (USA), INC.

SECOND. Its principal office in the State of Nevada is located at One East First Street, Reno, Washoe County, Nevada 89501The name and address of its resident agent is The Corporation Trust Company of Nevada, One East First Street, Reno, Nevada 89501.

THIRD. The nature of the business, or objects or purposes proposed to be transacted, promoted or carried on are:

To engage in any lawful activity and to manufacture, purchase or otherwise acquire, invest in, own, mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and deal with goods, wares and merchandise and personal property of every class and description.

FOURTH. The amount of the total authorized capital stock of the corporation is One Million Five Hundred Thousand Dollars ($1,500,000.00) consisting of fifteen million (15,000,000) shares of stock of the par value of Ten Cents ($0.10) each.

FIFTH. The governing board of this corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the by-laws of this corporation.

The names and post-office addresses of the first board of directors, which shall be one (1) in number, is as follows:

NAME		POST-OFFICE ADDRESS

A. Malcolm McConnell		#2 Owens Road
		Epson, Auckland 3
		New Zealand

SIXTH. The capital stock, after the amount of the subscription price, or par value, has been paid in shall not be subject to assessment to pay the debts of the corporation.

SEVENTH. The name and post-office address of each of the incorporators signing the articles of incorporation are as follows:

NAME		POST-OFFICE ADDRESS

Barbara Cannizzo		1155Market Street
		San Francisco, CA 94103

Robert M. Hopfner		1155 Market Street
		San Francisco, CA 94103

Susan L. Leong		1155 Market Street
		San Francisco, CA 94103

EIGHTH. The corporation is to have perpetual existence.

NINTH. In furtherance, and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

Subject to the by-laws, if any, adopted by the stockholders, to make, alter or amend the by-laws of the corporation.

To fix the amount to be reserved as working capital over and above its capital stock paid in, to authorize and cause to be executed mortgages and liens upon the real and personal property of this corporation.

By resolution passed by a majority of the whole board, to designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the corporation, which, to the extent provided in the resolution or in the by-laws of the corporation, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as

may be stated in the by-laws of the corporation or as may be determined from time to time by resolution adopted by the board of directors.

When and as authorized by the affirmative vote of stockholders holding stock entitling them to exercise at least a majority of the voting power given at a stockholders’ meeting called for that purpose, or when authorized by the written consent of the holders of at least a majority of the voting stock issued and outstanding, the board of directors shall have power and authority at any meeting to sell, lease or exchange all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions as its board of directors deem expedient and for the best interests of the corporation.

TENTH. Meetings of stockholders may be held outside the State of Nevada, if the by-laws so provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Nevada at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

ELEVENTH. This corporation reserves the right to amend, alter, change or repeal any provision contained in the articles of incorporation, in the manner now or hereafter prescribed by statute, or by the articles of incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.

TWELFTH. No shareholder shall have any right to acquire shares or other securities of the corporation except to the extent such right may be granted by an amendment to these Articles of Incorporation or by a resolution of the Board of Directors.

THIRTEENTH. To the extent permitted by Chapter 78 of the Nevada Revised Statutes, no Director and/or Officer of this corporation shall incur any personal liability to the corporation or its stockholders for damages for breach of fiduciary duties as a Director and/or Officer, except for acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or the payment of dividends in violation of NRS 78.300.

WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Nevada, do make and file these articles of incorporation, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set our hands this 31st day of October, 1988.

	/s/ Barbara Cannizzo
	Barbara Cannizzo

	/s/ Robert M. Hopfner
	Robert M. Hopfner

	/s/ Susan L. Leong
	Susan L. Leong

EX-3.69 64 a2203045zex-3_69.htm EX-3.69

Exhibit 3.69

McCONNELL DOWELL INVESTMENTS (USA), INC.

CERTIFICATE OF AMENDMENT OF

ARTICLES OF INCORPORATION

McConnell Dowell Investments (USA), Inc., a corporation organized under the laws of the State of Nevada, by its Vice President and Secretary does hereby certify:

1. That on August 18, 1992, upon waiver of notice of all the stockholders entitled to vote on the proposed amendment to the Articles, a special meeting of the stockholders of the corporation was held at Morrison Knudsen Plaza, Boise, Idaho, at which meeting the holder of all of the issued and outstanding shares of common stock of the corporation, representing at least a majority of the voting power, was present in person or represented by proxy; that the number of shares of the corporation outstanding and entitled to vote on the adoption of said amendment was 15,000,000, that -0- shares voted against said amendment, and that 15,000,000 shares, constituting at least a majority of the shares outstanding and entitled to vote thereon, voted in favor of such change and amendment, as follows:

“RESOLVED, that Article First of the Articles of Incorporation be amended to read as follows:

‘FIRST: The name of the corporation is and shall be

MORRISON KNUDSEN INVESTMENTS, INC.”‘

2. That the Amended Articles shall in all respects take the place of the original Articles of Incorporation of this corporation and any and all amendments thereto.

IN WITNESS WHEREOF, the said McConnell Dowell Investments (USA), Inc., has caused this certificate to be signed by the Vice President and Secretary and its corporate seal hereto affixed this 31st day of August, 1992.

ATTEST:	McCONNELL DOWELL INVESTMENTS
	(USA), INC.

/s/Stephen G. Hanks	By	/s/Gregg Crockett
Stephen G. Hanks		Gregg Crockett
Secretary		Vice President

EX-3.70 65 a2203045zex-3_70.htm EX-3.70

Exhibit 3.70

CERTIFICATE OF AMENDEMENT OF ARTICLES OF INCORPORATION

(After issuance of Stock)

MORRISON KNUDSEN INVESTMENTS, INC.

Name of Corporation

We the undersigned	Ronald N. Tutor		and	William B. Sparks	of
	President or Vice President		and	Secretary or Assistant Secretary

Morrison Knudsen Investments, Inc.		do hereby certify:
Name of Corporation

That the Board of Directors of said corporation at a meeting duly convened, held on the 28th day of December, 1995, adopted a resolution to amend the original articles as follows:

Article is hereby amended to read as follows:

The name of the corporation shall be and hereby is changed from Morrison-Knudsen Investments, Inc., to the following:

TUTOR INVESTMENTS, INC.

The number of shares of the corporation outstanding and entitled to vote on an amendment of the Articles of Incorporation is 15,000,000; that the said change(s) and amendment have been consented to and approved by a majority vote of the stockholders holding at least a majority of each class of stock outstanding and entitled to vote thereon.

	/s/Ronald N. Tutor
	President
	RONALD N. TUTOR

	/s/William B. Sparks
	Secretary
	WILLIAM B. SPARKS

EX-3.71 66 a2203045zex-3_71.htm EX-3.71

Exhibit 3.71

ROSS MILLER

Secretary of State

204 North Carson Street, Suite 1

Carson City, Nevada 89701-4520

(775) 684 5708

Website: www.nvsos.gov

Certificate of Amendment

(PURSUANT TO NRS 78.385 AND 78.390)

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1. Name of corporation:

TUTOR INVESTMENTS, INC.

2. The articles have been amended as follows: (provide article numbers, if available)

The name of the corporation shall be and hereby is changed from Tutor Investments, Inc. to the following:

BLACK CONSTRUCTION INVESTMENTS, INC.

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: 15,000,000.

4. Effective date of filing: 12/31/09

(must not be later than 90 days after the certificate is filed)

5. Signature:

X /s/John D. Barrett
Signature of Officer

*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.

EX-3.72 67 a2203045zex-3_72.htm EX-3.72

Exhibit 3.72

MORRISON KNUDSEN INVESTMENTS, INC.

B Y - L A W S

ARTICLE I

OFFICES

Section 1. The principal office shall be in the City of Reno, County of Washoe, State of Nevada.

Section 2. The corporation may also have offices at such other places both within and without the State of Nevada as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. All annual meetings of the stockholders shall be held at such place within or without the State of Nevada as shall be determined by the board of directors and stated in the notice thereof. Special meetings of the stockholders may be held at such time and place within or without the State of Nevada as shall be stated in the notice of the meeting, or in a duly executed waiver of notice thereof.

Section 2. Annual meetings of stockholders, commencing with the year 1989, shall be held at such date and time as shall be determined by the board of directors and stated in the notice thereof, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 4. Notices of meetings shall be in writing and signed by the president or a vice president, or the secretary, or an assistant secretary, or by such other person or persons as the directors shall designate. Such notice shall state the purpose or purposes for which the meeting is called and the time when, and the place, which may be within or without this state, where it is to be held. A copy of such notice shall be either delivered personally to or shall be mailed, postage prepaid, to each stockholder of record entitled to vote at such meeting not less than ten nor more than sixty days before such meeting. If mailed, it shall be directed to a stockholder at his address as it appears upon the records of the corporation and upon such mailing of any such notice, the service thereof shall be complete, and the time of the notice shall begin to run from the date upon which such notice is deposited in the mail for transmission to such stockholder. Personal delivery of any such notice to any officer of a corporation or association, or to any member of a partnership shall constitute delivery of such notice to such corporation, association or partner-ship. In the event of the transfer of stock after delivery or mailing of the notice of and prior to the holding of the meeting it shall not be necessary to deliver or mail notice of the meeting to the transferee.

Section 5. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 6. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the articles of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

Section 7. When a quorum is present or represented at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the articles of incorporation a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 8. Every stockholder of record of the corporation shall be entitled at each meeting of stockholders to one vote for each share of stock standing in his name on the books of the corporation.

Section 9. At any meeting of the stockholders, any stockholder may be represented and vote by a proxy or proxies appointed by an instrument in writing. In the event that any such instrument in writing shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one shall be present, then that one shall have and may exercise all of the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. No such proxy shall be valid after the expiration of six months from the date of its execution, unless coupled with an interest, or unless the person executing it specifies therein the length of time for which it is to continue in force, which in no case shall exceed seven years from the date of its execution. Subject to the above, any proxy duly executed is not revoked and continues in full force and effect until an instrument revoking it or a duly executed proxy bearing a later date is filed with the secretary of the corporation.

Section 10. Any action, which may be taken by the vote of the stockholders at a meeting, may be taken without a meeting if authorized by the written consent of stockholders holding at least a majority of the voting power, unless the provisions of the statutes or of the articles of incorporation require a greater proportion of voting power to authorize such action in which case such greater proportion of written consents shall be required.

ARTICLE III

DIRECTORS

Section 1. The number of directors which shall constitute the whole board shall be one (1). The directors shall be elected at the annual meeting of the stockholders, and except as provided in Section 2 of this article, each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

Section 2. Vacancies, including those caused by an increase in the number of directors, may be filled by a majority of the remaining directors though less than a quorum. When one or more directors shall give notice of his or their resignation to the board, effective at a future date, the board shall have power to fill such vacancy or vacancies to take effect when such resignation or resignations shall become effective, each director so appointed to hold office during the remainder of the term of office of the resigning director or directors.

Section 3. The business of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Nevada.

MEETINGS OF THE BOARD OF DIRECTORS

Section 6. Regular meetings of the board of directors may be held without notice at such time and place as shall from time to time be determined by the board.

Section 7. Special meetings of the board of directors may be called by the president or secretary on the written request of two directors. Written notice of special meetings of the board of directors shall be given to each director at least two (2) days before the date of the meeting.

Section 8. A majority of the board of directors, at a meeting duly assembled, shall be necessary to constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the articles of incorporation. Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

COMMITTEES OF DIRECTORS

Section 9. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, and may have power to authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 10. The committees shall keep regular minutes of their proceedings and report the same to the board when required.

COMPENSATION OF DIRECTORS

Section 11. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE IV

NOTICES

Section 1. Notices to directors and stockholders shall be in writing and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the corporation. Notice by mail shall be deemed to be given at the time when the same shall be mailed. Notice to directors may also be given by telegram.

Section 2. Whenever all parties entitled to vote at any meeting, whether of directors or stockholders, consent, either by a writing on the records of the meeting or filed with the secretary, or by presence at such meeting and oral consent entered on the minutes, or by taking part in the deliberations at such meeting without objection, the doings of such meeting shall be as valid as if had at a meeting regularly called and noticed, and at such meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the

time, and if any meeting be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of said meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meetings; and such consent or approval of stockholders may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.

Section 3. Whenever any notice whatever is required to be given under the provisions of the statutes, of the articles of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice president, a secretary and a treasurer. Any person may hold two or more offices.

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, a vice president, a secretary and a treasurer, none of whom need be a member of the board.

Section 3. The board of directors may appoint additional vice presidents, and assistant secretaries and assistant treasurers and such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

THE PRESIDENT

Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the board of directors are carried into effect.

THE VICE PRESIDENT

Section 8. The vice president shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties as the board of directors may from time to time prescribe.

THE SECRETARY

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall keep in safe custody the seal of the corporation and, when authorized by the board of directors, affix the same to any instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of the treasurer or an assistant secretary.

THE TREASURER

Section 10. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 11. He shall disburse the funds of the corporation as may be ordered by the board of directors taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at the regular meetings of the board, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 12. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to theboard of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

ARTICLE VI

CERTIFICATES OF STOCK

Section 1. Every stockholder shall be entitled to have a certificate, signed by the president or a vice president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him in the corporation. When the corporation is authorized to issue shares of more than one class or more than one series of any class, there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any stockholders upon request and without charge, a full or summary statement of the designations, preferences and relative, participating, optional or other special rights of the various classes of stock or series thereof and the qualifications, limitations or restrictions of such rights, and, if the corporation shall be authorized to issue only special stock, such certificate shall set forth in full or summarize the rights of the holders of such stock.

Section 2. Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or agents of the corporation may be printed or lithographed upon such certificate in lieu of the actual signatures. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the corporation, such certificate or certificates may nevertheless be adopted by the corporation and be issued and delivered as though the person or persons who signed

such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon, had not ceased to be the officer or officers of such corporation.

LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

TRANSFER OF STOCK

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

CLOSING OF TRANSFER BOOKS

Section 5. The directors may prescribe a period not exceeding sixty days prior to any meeting of the stockholders during which no transfer of stock on the books of the corporation may be made, or may fix a day not more than sixty days prior to the holding of any such meeting as the day as of which stockholders entitled to notice of and to vote at such meeting shall be determined; and only stockholders of record on such day shall be entitled to notice or to vote at such meeting.

REGISTERED STOCKHOLDERS

other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the articles of incorporation, if any, may be declared by the board of directors at any regular or special meeting pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the articles of incorporation.

CHECKS

FISCAL YEAR

Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its incorporation and the words “Corporate Seal, Nevada.”

ARTICLE VIII

AMENDMENTS

Section 1. These by-laws may be altered or repealed at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration or repeal be contained in the notice of such special meeting.

EX-3.73 68 a2203045zex-3_73.htm EX-3.73

Exhibit 3.73

MORRISON KNUDSEN INVESTMENTS, INC.

AMENDMENT TO BYLAWS

Effective Date: August 8, 1994

“WHEREAS, it is in the best interest of the Company to amend its Bylaws to increase the number of members of the Board of Directors.

“NOW, THEREFORE, BE IT RESOLVED, that Article III, Section 1, of the Company’s Bylaws is hereby amended to read as follows:

ARTICLE III

DIRECTORS

“Section 1. The number of directors may from time to time be increased to not more than fifteen (15) or decreased to not less than three (3), by a resolution of a majority of the Board of Directors, or by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote at any regular meeting of the stockholders or at any special meeting of the stockholders, upon due notice. They shall be elected at the annual meeting of the stockholders, and each director shall be elected to serve until his successor shall be elected and shall qualify. Directors need not be stockholders.”

EX-3.74 69 a2203045zex-3_74.htm EX-3.74

Exhibit 3.74

ROSS MILLER

Secretary of State

206 North Carson Street

Carson City, Nevada 89701-4299

(775) 684-5708

Website: secretaryofstate.biz

Articles of Organization

Limited-Liability Company

(PURSUANT TO NRS 86)

1.	Name of Limited Liability Company:	TPC Aggregates, LLC		Check box if a Series Limited-Liability Company ¨

2.	Resident Agent Name and Street Address:	The Corporation Trust Company of Nevada Name 6100 Neil Road, Suite 500 (MANDATORY) Physical Street Address 15901 Olden Street (OPTIONAL) Mailing Address	Reno City Sylmar City	Nevada CA State	89511 Zip Code 91342 Zip Code

3.	Dissolution Date:	Latest date upon which the company is to dissolve (if existence is not perpetual):

4.	Management:	Company shall be managed by ¨ Manager(s) OR xMembers (check only one box)

5.	Name and Address of each Manager or Managing Member:	Tutor-Saliba Corporation Name 15901 Olden Street Address	Sylmar City	CA State	91342 Zip Code

6.	Name, Address and	John D. Barrett	X/s/John D. Barrett
	Signature of Organizer:	Name	Signature
		15901 Olden Street	Sylmar	CA	91342
		Address	City	State	Zip Code

7.	Certificate of Acceptance of Appointment of Resident Agent:	I hereby accept appointment as Resident Agent for the above named limited-liability company.

		X/s/M.T. Fitzpatrick		M.T. Fitzpatrick
		Authorized Signature of R.A. or on Behalf of R.A. Company		Assistant Secretary
				Date: 4/4/08

EX-3.75 70 a2203045zex-3_75.htm EX-3.75

Exhibit 3.75

LIMITED LIABILITY COMPANY AGREEMENT

DANIEL J. KEATING CONSTRUCTION COMPANY, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of DANIEL J. KEATING CONSTRUCTION COMPANY, LLC (the “Company”), is made effective as of the 24th day of December, 2009; by TUTOR PERINI CORPORATION, the sole member (“Sole Member”).

INTENDING TO BE LEGALLY BOUND; the undersigned agrees as follows:

1. Formation. The Company was formed on December 24, 2009, as a limited liability company in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”). Except as otherwise provided by the Act, the Company shall have perpetual existence unless the Sole Member determines otherwise.

2. Name. The name of the limited liability company is Daniel J. Keating Construction Company, LLC.

3. Purpose. The purpose of the Company is real estate construction and construction management, together with such other activities as may be necessary or advisable in connection therewith. The Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, convenient or incidental to or for the furtherance of the purposes of the Company. In addition to the foregoing, the Company shall have the right to engage in any other business or activity which a limited liability company may lawfully engage in under the Act.

4. Control and Management. Management of the business and affairs of the Company shall be vested in the managers (the “Managers”). The Managers shall be appointed and shall serve at the pleasure of the Sole Member. The initial Managers shall be Robert Band, Ronald N. Tutor, Mark Caspers and Daniel J, Keating, III. The Managers shall have all rights and powers and shall make all decisions affecting the Company in furtherance of the Company’s purposes, including, but not limited to, the right and power to enter into and execute any and all documents and otherwise act on behalf of the Company as the Managers deem necessary or appropriate. The Managers may resign at any time. Any action authorized by a majority vote of the Managers or by the written consent of all of the Managers shall be an authorized action of the Company.

5. Registered Office: Registered Agent. The address of the registered office of the Company shall be such address as the Managers may determine. The name of the registered agent of the Company in the State of Delaware is Corporation Service Company or such other person as the Managers may determine.

6. Capital Contributions and Membership Interest. The membership or percentage interest of the Sole Member (a “Membership Interest”) is one hundred percent (100%). The Sole Member shall contribute such capital to the Company as it, in its discretion, shall determine. Membership in the Company shall not be evidenced by a separate certificate.

7. Distributions. Distributions of cash and/or other assets or property of the Company, from whatever source (including, without limitation, net proceeds of the Company’s operations and sale, financing or refinancing of the Company’s assets) shall be made to the Sole Member at such times, and in such amounts, as the Managers shall determine,

8. Officers. The Company shall have such officers as the Managers may from time to time determine, which officers may (but need not) include a Chairman, President, one or more Vice Presidents, a Chief Executive Officer, a Chief Operating Officer, a Chief Financial Officer, a Secretary, an Assistant Secretary, a Treasurer, an Assistant Treasurer, a Controller and a Clerk. The Managers shall designate those individuals who will serve as officers of the Company. Any two or more offices may be held by the same person. Unless otherwise determined by the Managers, the duties of any such officer shall be the same as the duties generally carried out by a person holding such office for a corporation. The Managers may remove, with or without cause, any officer at any time or from time to time. The initial Chairman shall be Ronald N. Tutor, the initial President shall be Bradley W.B. Statler, the initial Executive Vice President shall be Dennis A. Martin, the initial Vice President — Finance shall be Peter T. Cocchia, the initial Chief Executive Officer shall be Daniel J. Keating, III, the initial Chief Operating Officer shall be Dennis A. Martin, the initial Chief Financial Officer shall be Peter T. Cocchia, the initial Secretary shall be William B. Sparks, the initial Assistant Secretaries shall be Dennis A. Martin, Peter T. Cocchia and Kenneth Burk, the initial Treasurer shall be William B. Sparks, the initial Assistant Treasurers shall be Peter T. Cocchia, Kenneth R. Burk and Kevin Cvengros, the initial Controller shall be Valarie Stevens and the initial Clerk shall be William B. Sparks.

9. Indemnification. The Company shall indemnify the Sole Member, the Managers and any officer, director and Affiliate thereof or of the Company, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or it in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of any act or omission performed or omitted by the Sole Member, the Managers or such persons on behalf of the Company, to the fullest extent now or hereafter permitted under the Act. The Company shall pay in advance any expenses incurred by the Sole Member, the Managers and any such person in defending any action or proceeding against which indemnification may be made upon agreement by or on behalf of such person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company. Any indemnity under this Section 9 shall be provided only out of and to the extent of Company assets, including the proceeds of liability insurance, and the Sole Member shall not have liability on account thereof. This section shall survive any termination of this Agreement and/or dissolution of the Company.

10. Books and Records. The Managers shall keep or cause to be kept the books and records of the Company in accordance with the terms of the Act and the Sole Member shall have the right to inspect, for any purpose reasonably related to the Sole Member’s Membership Interest, such records of the Company upon at least five days’ prior written notice to the Managers stating the purpose of such inspection, and may copy any of such records at such time at the Sole Member’s expense.

11. Dissolution. The Company shall be dissolved upon the first to occur of the following:

(a) The entry of a decree of judicial dissolution under the Act;

(b) The written consent of the Sole Member; or

(c) Upon the occurrence of an event that results in a dissolution under the Act, unless requisite action is taken within the requisite time period as specified in the Act. If the Company has more than one member, the death, retirement, resignation, expulsion, bankruptcy or dissolution of any member or any other event that terminates the continued membership of a member in the Company shall not cause the Company to be dissolved or its affairs to be wound up, and the Company shall be automatically continued without dissolution.

12. Liquidation and Termination. Upon dissolution of the Company, the Managers shall act as liquidator or may appoint in writing one or more liquidators who shall have full authority to wind up the affairs of the Company and make final distributions as provided herein. The liquidator shall continue to operate the Company with all of the power and authority of the Managers.

13. Amendments. This Agreement may be amended, modified or terminated at any time or times by the consent in writing of the Sole Member.

14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to any conflict of law provision.

15. Liability of the Sole Member. Except to the extent required by the Act, neither the Sole Member nor any of the Managers of the Company shall be obligated personally for any debt, obligation or liability of the Company solely by reason of being a member or acting as a manager of the Company.

16. Binding Effect. This Agreement shall be legally binding upon the Sole Member, the Managers and their respective heirs, administrators, legal representatives, successors and assigns.

17. No Third-Party Beneficiaries. Notwithstanding anything to the contrary contained herein, no provision of this Agreement other than Section 9 (which shall benefit and be enforceable by the personal representatives and executors of each person entitled to the benefit of such section) is intended to benefit any person other than the Company, the signatory hereto and their permitted successors and assigns nor shall any such provision be enforceable by any other person.

IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement effective as of the day and year first above written.

	SOLE MEMBER:

	TUTOR PERINI CORPORATION


	By:	/s/ Ronald N.Tutor
		Name: Ronald N. Tutor
		Title: Chairman & CEO

EX-5.1 71 a2203045zex-5_1.htm EX-5.1

Exhibit 5.1

[Kirkland & Ellis LLP]

April 15, 2011

Tutor Perini Corporation

15901 Olden Street

Sylmar, California 91342

Re: Registration Statement on Form S-4

Ladies and Gentlemen:

We are issuing this opinion letter in our capacity as special counsel for Tutor Perini Corporation, a Massachusetts corporation (the “Issuer”) and each of the entities listed on Exhibit A hereto (the “Guarantors” and each a “Guarantor” and, together with the Issuer, the “Registrants”). This opinion letter is being delivered in connection with the proposed registration by the Issuer of $300,000,000 in aggregate principal amount of the Issuer’s 75/8% Senior Subordinated Notes due 2018 (the “Exchange Notes”), to be guaranteed (the “Guarantees”) by the Guarantors, pursuant to a Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). Such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement.” The Exchange Notes are to be issued pursuant to the Indenture dated as of October 20, 2010, and as otherwise amended, supplemented or modified prior to the date hereof (the “Indenture”), by and among the Issuer, the Guarantors and Wilmington Trust FSB, as trustee (the “Trustee”). The Exchange Notes are to be issued in exchange for and in replacement of the Issuer’s 75/8% Senior Subordinated Notes due 2018 issued on October 20, 2010 (the “Old Notes”), of which $300,000,000 in aggregate principal amount is outstanding and is subject to the exchange offer pursuant to the Registration Statement.

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the Indenture, (ii) the Registration Statement, (iii) the Registration Rights Agreement, dated as of October 20, 2010, by and among the Issuer, the Guarantors and Deutsche Bank Securities Inc., BMO Capital Markets Corp., Comerica Securities, Inc., Santander Investment Securities Inc., Mitsubishi UFJ Securities (USA), Inc. and U.S. Bancorp Investments, Inc., as initial purchasers of the Old Notes and (iv) forms of the Exchange Notes and the Guarantees.

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto, and the due authorization, execution and delivery of all documents by the parties thereto. As to any facts material to the opinions expressed herein that we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Issuer and the Guarantors.

Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principals of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and (iii) public policy considerations that may limit the rights of parties to obtain certain remedies.

Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that when (i) the Registration Statement becomes effective and (ii) the Exchange Notes and the Guarantees have been duly authorized, executed and authenticated in accordance with the provisions of the Indenture and duly delivered to holders of the Old Notes in exchange for the Old Notes and the guarantees related thereto (assuming the due authorization and execution of the Exchange Notes and the Guarantees by the Issuer and the Guarantors and the due delivery of the Exchange Notes and the Guarantees by the Issuer and the Guarantors to holders of the Old Notes in exchange for the Old Notes and the guarantees related thereto), the Exchange Notes will be validly issued under the Indenture and will be binding obligations of the Issuer and the Guarantees will be validly issued under the Indenture and will be binding obligations of the Guarantors.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of the rules and regulations of the Commission.

Our advice on every legal issue addressed in this letter is based exclusively on the internal law of the State of New York and represents our opinion as to how that issue would be resolved were it to be considered by the highest court in the jurisdiction which enacted such law. The manner in which any particular issue relating to the opinions would be treated in any actual court case would depend in part on facts and circumstances particular to the case and would also depend on how the court involved chose to exercise the wide discretionary authority generally available to it. None of the opinions or other advice contained in this letter considers or covers any foreign or state securities (or “blue sky”) laws or regulations.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion speaks only as of the date hereof and we assume no obligation to revise or supplement this opinion.

We have also assumed that the execution and delivery of the Indenture and the Exchange Notes and the performance by the Issuer and the Guarantors of their obligations thereunder do not and will not violate, conflict with or constitute a default under any agreement or instrument to which any Registrant is bound.

This opinion is furnished to you in connection with the filing of the Registration Statement and in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act, and is not to be used, circulated, quoted or otherwise relied upon for any other purposes.

	Very truly yours,

	/S/ KIRKLAND & ELLIS LLP

EXHIBIT A

Guarantors

Perini Building Company, Inc.

Rudolph And Sletten, Inc.

Tutor-Saliba LLC

Tutor-Saliba Corporation

Powerco Electric Corp.

Perini Environmental Services, Inc.

International Construction Management Services, Inc.

Percon Constructors, Inc.

Tutor Holdings, LLC

Tutor Pacific Construction, LLC

Tutor Micronesia Construction, LLC

Daniel J. Keating Construction Company, LLC

James A. Cummings, Inc.

G.W. Murphy Construction Company, Inc.

E.E. Black, Limited

Cherry Hill Construction, Inc.

Perini Management Services, Inc.

Perini Land And Development Company, Inc.

Paramount Development Associates, Inc.

R.E. Dailey & Co.

Desert Plumbing & Heating Co., Inc.

Black Construction Investments, Inc.

TPC Aggregates, LLC

Bow Equipment Leasing Company, Inc.

Perland Construction, Inc.

EX-23.1 72 a2203045zex-23_1.htm EX-23.1
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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-4 of our reports dated March 4, 2011, relating to the consolidated financial statements of Tutor Perini Corporation, and the effectiveness of Tutor Perini Corporation's internal control over financial reporting, appearing in the Annual Report on Form 10-K of Tutor Perini Corporation for the year ended December 31, 2010, and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement.

/s/ Deloitte & Touche, LLP

Los Angeles, California
April 15, 2011

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Exhibit 23.1

EX-99.1 73 a2203045zex-99_1.htm EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

With respect to the Exchange Offer Regarding the

75/8% Senior Notes due 2018 issued by Tutor Perini Corporation

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 PM, NEW YORK CITY TIME, ON , 2011

To My Broker or Account Representative:

I, the undersigned, hereby acknowledge receipt of the Prospectus, dated , 2011 (the “Prospectus”) of Tutor Perini Corporation, a Massachusetts corporation (the “Issuer”) with respect to the Issuer’s exchange offer set forth therein (the “Exchange Offer”). I understand that the Exchange Offer must be accepted on or prior to 5:00 PM, New York City Time, on , 2011.

This letter instructs you as to action to be taken by you relating to the Exchange Offer with respect to the Issuer’s 75/8% Senior Notes due 2018 (the “Old Notes”) held by you for the account of the undersigned.

The aggregate face amount of the Old Notes held by you for the account of the undersigned is (FILL IN AMOUNT): $ of the Old Notes.

With respect to the Exchange Offer, the undersigned hereby instructs you (CHECK APPROPRIATE BOX):

o TO TENDER the following Old Notes held by you for the account of the undersigned (INSERT PRINCIPAL AMOUNT AT MATURITY OF OLD NOTES TO BE TENDERED, IF ANY):$

o NOT TO TENDER any Old Notes held by you for the account of the undersigned.

If the undersigned instructs you to tender the Old Notes held by you for the account of the undersigned, the undersigned hereby represents for the benefit of the Issuer and you that:

1.		The undersigned is acquiring the Issuer’s 75/8% Senior Notes due 2018, for which the Old Notes will be exchanged (the “Exchange Notes”), in the ordinary course of its business;
2.		The undersigned does not have an arrangement or understanding with any person to participate in the distribution (as defined in the Securities Act of 1933, as amended (the “Securities Act”)) of Exchange Notes;
3.		The undersigned is not an “affiliate,” as defined under Rule 405 of the Securities Act, of the Issuer; and
4.		The undersigned is not a broker-dealer and does not engage in, and does not intend to engage in, a distribution of the Old Notes or the Exchange Notes.

If the undersigned is a broker-dealer, and acquired the Old Notes as a result of market making activities or other trading activities, the undersigned represents that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such Old Notes pursuant to the Exchange Offer.

The undersigned also authorizes you to:

(1) confirm that the undersigned has made such representations; and

(2) take such other action as necessary under the Prospectus to effect the valid tender of such Old Notes.

The undersigned acknowledges that any person participating in the Exchange Offer for the purpose of distributing the Exchange Notes must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the Exchange Notes acquired by such person and cannot rely on the position of the Staff of the Securities and Exchange Commission set forth in no-action letters that are discussed in the section of the Prospectus entitled “The Exchange Offer.”

Name of beneficial owner(s):

Signatures:

Name (please print):

Address:

Telephone Number:

Taxpayer Identification or Social Security Number:

Date:

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April 15, 2011

VIA EDGAR AND OVERNIGHT DELIVERY

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Errol Sanderson

Pamela A. Long

Re:

Tutor Perini Corporation

Registration on Form S-4, filed March 29, 2011

File No. 333-173133

Ladies and Gentlemen:

This letter is being furnished by Tutor Perini Corporation, a Massachusetts corporation (the “Company”), in response to the comments raised in your letter dated April 7, 2011, from you to the Company’s Chief Executive Officer, with respect to the Company’s Registration Statement on Form S-4 (File No. 333-173133) (the “Registration Statement”). The responses below correspond to the captions and numbers of those comments (which are reproduced in italics below).

General

Supplemental Letter

1.                                       Staff comment: We note that you are registering the notes in reliance on our position enunciated in Exxon Capital Holdings Corp., SEC No-Action Letter (April 13, 1988). See also Morgan Stanley & Co. Inc., SEC No-Action Letter (June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (July 2, 1993). Accordingly, with the next amendment, please provide us with a supplemental letter stating that you are registering the exchange offer in reliance on our position contained in these letters and include the representations contained in the Morgan Stanley and Shearman & Sterling no-action letters.

Response: Concurrently with filing Amendment No. 1 to the Registration Statement, the referenced letter has been provided by the Company.

Chicago        Hong Kong      London      Los Angeles      Munich      Palo Alto      San Francisco      Shanghai        Washington, D.C.

2.                                       Staff comment: Please note that you will need to file counsel’s legal opinion before you can request the acceleration of the effective date of your registration statement. Please allow sufficient time for staff review of the opinion and note that we may have comments on the opinion.

Response: A copy of our legal opinion is included as Exhibit 5.1 of Amendment No. 1 to the Registration Statement.

Cautionary Disclosure Regarding Forward — Looking Statements, page iii

Forward-Looking Statements

3.                                       Staff comment: The safe harbor for forward-looking statements provided in the Private Securities Litigation Reform Act of 1995 does not apply to statements made in connection with a tender offer. See Section 27A (b)(2)(C) of the Securities Act and Section 21E(b)(2)(C) of the Exchange Act. Therefore, please delete the reference to the safe harbor or state explicitly that the safe harbor protections it provides do not apply to statements made in connection with the offer.

Response: The Company has revised the disclosure on page iii of Amendment No. 1 to the Registration Statement in response to the Staff’s comment.

Incorporation of certain information by reference, page 74

4.                                       Staff comment: We note that you incorporation your 2010 Form 10-K by reference, but that you have not yet filed your proxy material from which Part III information in the Form 10-K is incorporated by reference. Please note that you may not request acceleration of the registration statement until you file your proxy materials or an amendment to your Form 10-K to include this Part III information. Please see paragraph 123.01 of the Securities Act Forms C&DIs, available on our website.

Response: The Company’s proxy statement has been filed.

Item 22 Undertakings, page 11-13

5.                                       Staff comment: Please revise your undertakings to include the undertaking required by Item 512(b) of Regulation S-K, as it appears to apply to your transaction.

Response: The Company has revised the disclosure on page II-13 of the Registration Statement in response to the Staff’s comment.

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We hope that the foregoing has been responsive to the Staff’s comments.

If you have any questions related to this letter, please contact me at 818-362-8391 or Christian Nagler of Kirkland & Ellis LLP at (212) 446-4660.

Sincerely,

/s/ Kenneth R Burk

Name:

Kenneth R. Burk

Title:

Executive Vice President and

Chief Financial Officer

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COVER 79 filename79.htm

CONFIDENTIAL

FOR COMMISSION USE ONLY

April 15, 2011

Securities and Exchange Commission

Division of Corporation Finance
100 F Street NE
Washington, D.C. 20549

Re:   Registration Statement on Form S-4

Ladies and Gentlemen:

Tutor Perini Corporation (the “Issuer”), Perini Building Company, Inc., Rudolph And Sletten, Inc., Tutor Saliba LLC, Tutor Saliba Corporation, Powerco Electric Corp., Perini Environmental Services, Inc., International Construction Management Services, Inc., Percon Constructors, Inc., Tutor Holdings, LLC, Tutor Pacific Construction, LLC, Tutor Micronesia Construction, LLC, Daniel J. Keating Construction Company, LLC, James A. Cummings, Inc., G.W. Murphy Construction Company, Inc., E.E. Black, Limited, Cherry Hill Construction, Inc., Perini Management Services, Inc., Perini Land And Development Company, Inc., Paramount Development Associates, Inc., R.E. Dailey & Co., Desert Plumbing & Heating Co., Inc., Black Construction Investments, Inc., TPC Aggregates, LLC, Bow Equipment Leasing Company, Inc., Perland Construction, Inc. (taken together, the “Registrants”) have filed with the Securities and Exchange Commission (the “Commission”) a joint Registration Statement on Form S-4 (the “Registration Statement”). The Registration Statement relates to the issuance of 75/8% Senior Subordinated Notes due 2018 (the “New Notes”) by the Registrants in exchange for and in replacement of the Issuer’s 75/8% Senior Subordinated Notes due 2018 issued on October 20, 2010 (the “Old Notes”), of which $300,000,000 in aggregate principal amount is outstanding and is subject to the exchange offer pursuant to the Registration Statement (the “Exchange Offer”).

This letter is to supplementally advise the Commission that the Registrants are registering the Registrants’ Exchange Offer in reliance on the Commission’s position enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) (“Exxon Capital”), Morgan Stanley & Co. Incorporated (available June 5, 1991) and Shearman & Sterling (available July 2, 1993).

The Registrants hereby represent that they and their affiliates have not entered into any arrangement or understanding with any person to distribute the New Notes to be received in the Exchange Offer and, to the best of the Registrants’ information and belief, each person participating in the Exchange Offer is acquiring the New Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Notes to be received in the Exchange Offer. In this regard, the Registrants will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that any securityholder using the Exchange Offer to participate in a distribution of the securities to be

acquired in the Exchange Offer (i) could not rely on the staff position enunciated in Exxon Capital or interpretive letters to similar effect and must comply with the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”) in connection with a secondary resale transaction, and (ii) if such person is a broker-dealer who acquired Old Notes for its own account as a result of market-making activities or other trading activities and who receives New Notes pursuant to the Exchange Offer, such person may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the New Notes received in respect of such Old Notes pursuant to the Exchange Offer, which may be the prospectus for the Exchange Offer so long as it contains a plan of distribution with respect to the resale transactions (such plan of distribution need not name the broker-dealer or disclose the amount of New Notes held by the broker-dealer). The Registrants acknowledge that such a secondary resale transaction by a person participating in the Exchange Offer for the purpose of distributing the New Notes should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K.

The Registrants also hereby represent that they will include in the offering material, including in the Letter of Transmittal, if the exchange offeree is a broker-dealer holding Old Notes acquired for its own account as a result of market making activities or other trading activities, an acknowledgment that such holder will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of New Notes received in respect of such Old Notes pursuant to the Exchange Offer.

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The Registrants also hereby represent that they will include a representation in the offering material, including the Letter of Transmittal, to the effect that, by accepting the Exchange Offer, the exchange offeree represents to the Registrants that it is not engaged in, and does not intend to engage in, a distribution of the New Notes.

Sincerely,

Tutor Perini Corporation

Perini Building Company, Inc.

Rudolph And Sletten, Inc.

Tutor-Saliba LLC

Tutor-Saliba Corporation

Powerco Electric Corp.

Perini Environmental Services, Inc.

International Construction Management Services, Inc.

Percon Constructors, Inc.

Tutor Holdings, LLC

Tutor Pacific Construction, LLC

Tutor Micronesia Construction, LLC

Daniel J. Keating Construction Company, LLC

James A. Cummings, Inc.

G.W. Murphy Construction Company, Inc.

E.E. Black, Limited

Cherry Hill Construction, Inc.

Perini Management Services, Inc.

Perini Land And Development Company, Inc.

Paramount Development Associates, Inc.

R.E. Dailey & Co.

Desert Plumbing & Heating Co., Inc.

Black Construction Investments, Inc.

TPC Aggregates, LLC

Bow Equipment Leasing Company, Inc.

Perland Construction, Inc.

By:

/s/ William B. Sparks

William B. Sparks

Authorized Signatory

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United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention:	Errol Sanderson
	Pamela A. Long

	Re:		Tutor Perini Corporation
			Registration on Form S-4, filed March 29, 2011
			File No. 333-173133

	Sincerely,


	/s/ Kenneth R Burk

	Name:	Kenneth R. Burk

	Title:	Executive Vice President and

	Chief Financial Officer

TUTOR PERINI CORPORATION
(Registrant)

/s/ WILLIAM B. SPARKS

William B. Sparks

Treasurer