EXHIBIT 10.4
================================================================================
GRANITE CONSTRUCTION INCORPORATED
-----------------------------
FIRST AMENDMENT
Dated as of June 15, 2003
to
NOTE PURCHASE AGREEMENT
Dated as of May 1, 2001
-----------------------------
Re: $75,000,000 6.96% Senior Notes due May 1, 2013
================================================================================
FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT
THIS FIRST AMENDMENT dated as of June 15, 2003 (the or this "First
Amendment") to that certain Note Purchase Agreement dated as of May 1, 2001 is
between GRANITE CONSTRUCTION INCORPORATED, a Delaware corporation (the
"Company"), and each of the institutional investors listed on the signature
pages hereto (collectively, the "Noteholders")
RECITALS:
A. The Company and each of the Noteholders have heretofore
entered into that certain Note Purchase Agreement dated as of May 1, 2001 (the
"Note Purchase Agreement). The Company has heretofore issued $75,000,000
aggregate principal amount of its 6.96% Senior Notes due May 1, 2013 (the
"Notes") pursuant to the Note Purchase Agreement. The Noteholders are the
holders of 100% of the outstanding principal amount of the Notes.
B. The Company and the Noteholders now desire to amend the Note
Purchase Agreement in the respects, but only in the respects, hereinafter set
forth.
C. Capitalized terms used herein shall have the respective
meanings ascribed thereto in the Note Purchase Agreement unless herein defined
or the context shall otherwise require.
D. All requirements of law have been fully complied with and all
other acts and things necessary to make this First Amendment a valid, legal and
binding instrument according to its terms for the purposes herein expressed have
been done or performed.
Now, THEREFORE, upon the full and complete satisfaction of the
conditions precedent to the effectiveness of this First Amendment set forth in
Section 3.1 hereof, and in consideration of good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, the Company and the
Noteholders do hereby agree as follows:
SECTION 1. AMENDMENTS.
1.1. Section 9.6(a)(1) of the Note Purchase Agreement shall be and
is hereby amended by inserting the following new sentence at the end of such
Section.
"Notwithstanding the foregoing, Wilder shall not be required to execute
a supplement to the Guaranty Agreement or otherwise Guaranty the Notes
until the earliest to occur of: (A) Wilder becoming an obligor or
guarantor of any Debt existing under the Bank Credit Agreement, (B)(I)
the total net revenues of Wilder and its Subsidiaries for the period of
the immediately preceding four fiscal quarters is equal to or greater
than 15% of the consolidated total net revenues of the Company and its
Subsidiaries for such period determined in accordance with GAAP, in
each case as reflected in the most recent annual or quarterly financial
statements of the Company and its Subsidiaries; or (II) the total
assets of Wilder and its Subsidiaries, as of the last day of the
immediately preceding
fiscal quarter, is equal to or greater than 15% of consolidated total
assets of the Company and its Subsidiaries as of such date determined
in accordance with GAAP, in each case as reflected in the most recent
annual or quarterly financial statements of the Company and its
Subsidiaries and (C) Wilder becoming a Wholly-Owned Subsidiary of the
Company."
1.2. SCHEDULE B to the Note Purchase Agreement shall be and is
hereby amended by inserting the following new definition in the proper
alphabetical order:
""Wilder" shall mean Wilder Construction Co., a Washington
corporation, and any successor thereto."
SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
2.1. To induce the Noteholders to execute and deliver this First
Amendment (which representations shall survive the execution and delivery of
this First Amendment), the Company represents and warrants to the Noteholders
that:
(a) this First Amendment has been duly authorized,
executed and delivered by it and this First Amendment constitutes the
legal, valid and binding obligation, contract and agreement of the
Company enforceable against it in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws or equitable principles relating to or
limiting creditors' rights generally;
(b) the Note Purchase Agreement, as amended by this First
Amendment, constitutes the legal, valid and binding obligation,
contract and agreement of the Company enforceable against it in
accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws or
equitable principles relating to or limiting creditors' rights
generally;
(c) the execution, delivery and performance by the
Company of this First Amendment (i) has been duly authorized by all
requisite corporate action and, if required, shareholder action, (ii)
does not require the consent or approval of any governmental or
regulatory body or agency, and (iii) will not (A) violate (1) any
provision of law, statute, rule or regulation or its certificate of
incorporation or bylaws, (2) any order of any court or any rule,
regulation or order of any other agency or government binding upon it,
or (3) any provision of any indenture, agreement or other instrument to
which it is a party or by which its properties or assets are or may be
bound, or (B) result in a breach or constitute (alone or with due
notice or lapse of time or both) a default under any indenture,
agreement or other instrument referred to in clause (iii)(A)(3) of this
Section 2.1(c);
(d) as of the date hereof and after giving effect to this
First Amendment, no Default or Event of Default has occurred which is
continuing and no waiver of Default or Event of Default is in effect;
and
- 2 -
(e) except as set forth on SCHEDULE 2 hereto, all the
representations and warranties contained in Section 5 of the Note
Purchase Agreement are true and correct in all material respects with
the same force and effect as if made by the Company on and as of the
date hereof.
SECTION 3. CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT.
3.1. Upon satisfaction of each and every one of the following
conditions, this First Amendment shall become effective as of June 27, 2003:
(a) executed counterparts of this First Amendment, duly
executed by the Company and the holders of at least 51% of the
outstanding principal of the Notes, shall have been delivered to the
Noteholders;
(b) each Guarantor shall have duly executed the
reaffirmation of Guaranty Agreement attached hereto;
(c) the representations and warranties of the Company set
forth in Section 2 hereof are true and correct on and with respect to
the date hereof;
(d) each Noteholder shall have received evidence
satisfactory to it that (i) Wilder Construction Co. is not an obligor
or guarantor of Debt under the Credit Agreement dated as of June 27,
2003 among the Company, each lender from time to time party thereto and
Bank of America, N.A., as Administrative Agent, Swing Line Lender and
L/C Issuer and (ii) the Amended and Restated Note Purchase Agreement
dated as of November 1, 2001 by and among the Company and the
institutional investors named therein has been amended in the same
manner as the Note Purchase Agreement has been amended by this First
Amendment;
(e) each Noteholder shall have received, by payment in
immediately available funds to the account of such holder set forth in
SCHEDULE A to the Note Purchase Agreement the amount set forth opposite
such holder's name in SCHEDULE 1 attached hereto; and
(f) the Company shall have paid the fees and expenses of
Schiff Hardin & Waite, special counsel to the Noteholders, in
connection with the negotiation, preparation, approval, execution and
delivery of this First Amendment.
Upon receipt of all of the foregoing, this First Amendment shall become
effective.
SECTION 4. MISCELLANEOUS.
4.1. This First Amendment shall be construed in connection with and
as part of the Note Purchase Agreement, and except as modified and expressly
amended by this First
- 3 -
Amendment, all terms, conditions and covenants contained in the Note Purchase
Agreement and the Notes are hereby ratified and shall be and remain in full
force and effect.
4.2. Any and all notices, requests, certificates and other
instruments executed and delivered after the execution and delivery of this
First Amendment may refer to the Note Purchase Agreement without making specific
reference to this First Amendment but nevertheless all such references shall
include this First Amendment unless the context otherwise requires.
4.3. The descriptive headings of the various Sections or parts of
this First Amendment are for convenience only and shall not affect the meaning
or construction of any of the provisions hereof.
4.4. This First Amendment shall he governed by and construed in
accordance with the laws of the State of Illinois.
[Remainder of page intentionally left blank.]
- 4 -
4.5. The execution hereof by you shall constitute a contract
between us for the uses and purposes hereinabove set forth, and this First
Amendment may be executed in any number of counterparts, each executed
counterpart constituting an original, but all together only one agreement.
GRANITE CONSTRUCTION INCORPORATED
By /s/ William G. Dorey
--------------------------
William G. Dorey
President
By /s/ William E. Barton
--------------------------
William E. Barton
Chief Financial Officer
SIGNATURE PAGE TO THE
FIRST AMENDMENT
NATIONWIDE MUTUAL INSURANCE COMPANY
By /s/ MARK W. POEPPELMAN
---------------------------
Name: MARK W. POEPPELMAN
Title: VICE PRESIDENT
ALLSTATE LIFE INSURANCE COMPANY
By _____________________________
Name:
By _____________________________
Name:
Authorized Signatories
ALLSTATE LIFE INSURANCE COMPANY OF NEW
YORK
By ____________________________
Name:
By ____________________________
Name:
Authorized Signatories
UNITED OF OMAHA LIFE INSURANCE COMPANY
By ____________________________
Its
SIGNATURE PAGE TO THE
FIRST AMENDMENT
NATIONWIDE MUTUAL INSURANCE COMPANY
By _____________________________
Name:
Title:
ALLSTATE LIFE INSURANCE COMPANY
By /s/ Rhonda L. Hopps
-----------------------------
Name:
By /s/ Jerry D. Zinkula
-----------------------------
Name:
Authorized Signatories
ALLSTATE LIFE INSURANCE COMPANY OF NEW
YORK
By /s/ Rhonda L. Hopps
-----------------------------
Name:
By /s/ Jerry D. Zinkula
-----------------------------
Name:
Authorized Signatories
UNITED OF OMAHA LIFE INSURANCE COMPANY
By _____________________________
Its
SIGNATURE PAGE TO THE
FIRST AMENDMENT
NATIONWIDE MUTUAL INSURANCE COMPANY
By _____________________________
Name:
Title:
ALLSTATE LIFE INSURANCE COMPANY
By _____________________________
Name:
By _____________________________
Name:
Authorized Signatories
ALLSTATE LIFE INSURANCE COMPANY OF NEW
YORK
By _____________________________
Name:
By _____________________________
Name:
Authorized Signatories
UNITED OF OMAHA LIFE INSURANCE COMPANY
By /s/ Curtis R. Caldwell
-----------------------------
Its Vice President
SIGNATURE PAGE TO THE
FIRST AMENDMENT
Accepted and Agreed to:
CONNECTICUT GENERAL LIFE INSURANCE
COMPANY
By: Cigna Investments, Inc.
(authorized agent)
By /s/ Donald F. Rieger, Jr.
------------------------------
Its Donald F. Rieger, Jr.
Managing Director
NATIONWIDE LIFE INSURANCE COMPANY
By ______________________________
Name:
Title:
NATIONWIDE INDEMNITY COMPANY
By ______________________________
Name:
Title:
NATIONWIDE MUTUAL FIRE INSURANCE
COMPANY
By ______________________________
Name:
Title:
SIGNATURE PAGE TO THE
FIRST AMENDMENT
Accepted and Agreed to:
CONNECTICUT GENERAL LIFE INSURANCE
COMPANY
By: Cigna Investments, Inc.
(authorized agent)
By ______________________________
Its
NATIONWIDE LIFE INSURANCE COMPANY
By /s/ MARK W. POEPPELMAN
------------------------------
Name: MARK W. POEPPELMAN
Title: VICE PRESIDENT
NATIONWIDE INDEMNITY COMPANY
By /s/ MARK W. POEPPELMAN
------------------------------
Name: MARK W. POEPPELMAN
Title: VICE PRESIDENT
NATIONWIDE MUTUAL FIRE INSURANCE
COMPANY
By /s/ MARK W. POEPPELMAN
------------------------------
Name: MARK W. POEPPELMAN
Title: VICE PRESIDENT
SIGNATURE PAGE TO THE
FIRST AMENDMENT
COMPANION LIFE INSURANCE COMPANY
By /s/ Curtis R. Caldwell
------------------------------
Name: Curtis R. Caldwell
Title: Authorized Signer
THRIVENT FINANCIAL FOR LUTHERANS,
successor by merger to Lutheran
Brotherhood
By ______________________________
Name: Glen J. Vanic
Title: Portfolio Manager
SIGNATURE PAGE TO THE
FIRST AMENDMENT
COMPANION LIFE INSURANCE COMPANY
By ______________________________
Name:
Title:
THRIVENT FINANCIAL FOR LUTHERANS,
successor by merger to Lutheran
Brotherhood
By /s/ Glen J. Vanic
------------------------------
Name: Glen J. Vanic
Title: Portfolio Manager
SIGNATURE PAGE TO THE
FIRST AMENDMENT
REAFFIRMATION OF GUARANTY AGREEMENT
The undersigned Guarantors hereby acknowledge and agree to the foregoing First
Amendment to Note Purchase Agreement and reaffirm the Guaranty Agreement dated
as of May 1, 2001 given in favor of each Noteholder and their respective
successors and assigns:
GRANITE CONSTRUCTION COMPANY
By /s/ William G. Dorey
-------------------------------
William G. Dorey
President
By /s/ William E. Barton
-------------------------------
William E. Barton
Chief Financial Officer
GRANITE LAND COMPANY
By /s/ Scott D. Wolcott
-------------------------------
Scott D. Wolcott
President
By /s/ William G. Dorey
-------------------------------
William G. Dorey
President, Granite Construction
Incorporated
GRANITE HALMAR CONSTRUCTION COMPANY,
INC.
By /s/ William G. Dorey
-------------------------------
William G. Dorey
President
By /s/ William E. Barton
-------------------------------
William E. Barton
Chief Financial Officer
INTERMOUNTAIN SLURRY SEAL, INC.
By /s/ Michael L. Thomas
-------------------------------
Michael L. Thomas
President
By /s/ David J. Brunton
-------------------------------
David J. Brunton
Chief Financial Officer
POZZOLAN PRODUCTS COMPANY (P.P.C.)
By /s/ Michael L. Thomas
-------------------------------
Michael L. Thomas
President
By /s/ David J. Brunton
-------------------------------
David J. Brunton
Chief Financial Officer
GILC, L.P.
By: GILC Incorporated, its sole
General Partner
By /s/ William E. Barton
-------------------------------
William E. Barton
Chief Executive Officer
By /s/ R.C. Allbritton
-------------------------------
R.C. Allbritton
Chief Financial Officer
SIGNATURE PAGE TO
REAFFIRMATION OF GUARANTY AGREEMENT
FEE SCHEDULE
Connecticut General Life Insurance Company $ 11,000.00
Nationwide Life Insurance Company $ 5,000.00
Nationwide Indemnity Company $ 2,500.00
Nationwide Mutual Fire Insurance Company $ 2,000.00
Nationwide Mutual Insurance Company $ 1,500.00
Allstate Life Insurance Company $ 4,500.00
Allstate Life Insurance Company of New York $ 4,500.00
United of Omaha Life Insurance Company $ 3,000.00
Companion Life Insurance Company $ 1,000.00
Thrivent Financial For Lutherans $ 2,500.00
Total: $ 37,500.00
SCHEDULE 1
(to First Amendment)
VARIANCES TO REPRESENTATIONS AND WARRANTIES
The Company represents and warrants to each holder that except as
hereinafter set forth in this Schedule 2, each of the representations and
warranties set forth in Section 5 of the Note Purchase Agreement is true and
correct as of the date hereof. The Section references hereinafter set forth
correspond to the similar sections of the Note Purchase Agreement which are
supplemented hereby:
Section 5.4. Organization and Ownership of Shares of
Subsidiaries; Affiliates. (a) Schedule 5.4 to the First Amendment contains
(except as noted therein) complete and correct lists (1) of the Company's
Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the
jurisdiction of its organization, and the percentage of shares of each class of
its capital stock or similar equity interests outstanding owned by the Company
and each other Subsidiary, (2) of the Company's Affiliates, other than
Subsidiaries and (3) of the Company's directors and senior officers.
(b) All of the outstanding shares of capital stock or similar
equity interests of each Subsidiary shown in Schedule 5.4 to the First Amendment
as being owned by the Company and its Subsidiaries have been validly issued, are
fully paid and nonassessable and are owned by the Company or another Subsidiary
free and clear of any Lien (except as otherwise disclosed in Schedule 5.4 to the
First Amendment).
(c) Each Subsidiary identified in Schedule 5.4 to the First
Amendment is a corporation or other legal entity duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization, and is duly qualified as a foreign corporation or other legal
entity and is in good standing in each jurisdiction in which such qualification
is required by law, other than those jurisdictions as to which the failure to be
so qualified or in good standing could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. Each such Subsidiary
has the corporate or other power and authority to own or hold under lease the
properties it purports to own or hold under lease and to transact the business
it transacts and proposes to transact.
(d) No Subsidiary is a party to, or otherwise subject to, any
legal restriction or any agreement or instrument (other than this Agreement, the
agreements listed on Schedule 5.4 to the First Amendment and customary
limitations imposed by corporate law statutes) restricting the ability of such
Subsidiary to pay dividends out of profits or make any other similar
distributions of profits to the Company or any of its Subsidiaries that own
outstanding shares of capital stock or similar equity interests of such
Subsidiary.
Section 5.8. Litigation; Observance of Agreements, Statutes and
Orders. (a) Except as disclosed in Schedule 5.8 to the First Amendment, there
are no actions, suits or proceedings pending or, to the knowledge of the
Company, threatened against or affecting the Company or
SCHEDULE 2
(to First Amendment)
any Subsidiary or any property of the Company or any Subsidiary in any court or
before any arbitrator of any kind or before or by any Governmental Authority
that, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.
Section 5.15. Existing Debt. Except as described therein,
Schedule 5.15 to the First Amendment sets forth a complete and correct list of
all outstanding Debt of the Company and its Subsidiaries as of May 31, 2003
(other than with respect to the Debt of Wilder and Presidio Vista which are as
of April 30, 2003), since which date there has been no Material change in the
amounts, interest rates, sinking funds, installment payments or maturities of
the Debt of the Company or its Subsidiaries. Neither the Company nor any
Subsidiary is in default and no waiver of default is currently in effect, in the
payment of any principal or interest on any Debt of the Company or such
Subsidiary and no event or condition exists with respect to any Debt of the
Company or any Subsidiary that would permit (or that with notice or the lapse of
time, or both, would permit) one or more Persons to cause such Debt to become
due and payable before its stated maturity or before its regularly scheduled
dates of payment.
Section 5.16. Existing Investments. Schedule 5.16 to the First
Amendment sets forth a complete and correct list of all outstanding Investments
of the Company and its Subsidiaries as of May 31, 2003, since which date there
has been no Material change in the amounts of such Investments.
Section 5.18. Environmental Matters. Neither the Company nor any
Subsidiary has knowledge of any Material claim or has received any notice of any
Material claim, and no proceeding has been instituted raising any Material claim
against the Company or any of its Subsidiaries or any of their respective real
properties now or formerly owned, leased or operated by any of them or other
assets, alleging any damage to the environment or violation of any Environmental
Laws. Except as otherwise disclosed in Schedule 5.18 to the First Amendment:
(a) neither the Company nor any Subsidiary has knowledge
of any facts which would give rise to any Material claim, public or
private, or Material violation of Environmental Laws or damage to the
environment emanating from, occurring on or in any way related to real
properties now or formerly owned, leased or operated by any of them or
to other assets or their use;
(b) neither the Company nor any of its Subsidiaries
(1)has stored any Hazardous Materials on real properties now or
formerly owned, leased or operated by any of them or (2) has disposed
of any Hazardous Materials in a manner contrary to any Environmental
Laws; in each case in any manner that could reasonably be expected to
result in a Material Adverse Effect; and
(c) all buildings on all real properties now owned,
leased or operated by the Company or any of its Subsidiaries are in
material compliance with applicable Environmental Laws.
S-2-2
GRANITE CONSTRUCTION INCORPORATED
SCHEDULE 5.4
SUBSIDIARIES, OTHER AFFILIATES, AND DIRECTORS AND OFFICERS
JURISDICTION OF OWNERSHIP BY COMPANY AND/OR
NAME ORGANIZATION CAPITAL STRUCTURE SUBSIDIARY
NAME OWNERSHIP POSITION
1 Granite Construction International California C Corp GCI 100.00% investor
1 Granite Construction Company ("GCCo") California C Corp GCI 100.00% investor
1 Wilder Construction Company ("Wilder") Washington C Corp GCCo 60.04% investor
1 Wilder Realty Washington C Corp Wilder 100.00% investor
1 Wilder Washington Washington C Corp Wilder 100.00% investor
2 Axton Aggregate Partnership Washington General Partnership Wilder 50.00% GP
2 Axton Aggregate Company Washington General Partnership Wilder 50.00% GP
1 HLA / Wilder, a Joint Venture Washington Construction Joint Venture Wilder 55.00% partner
2 Largo Properties, LLC Maryland Limited Liability Company GCCo 33.30% member
2 Riverside Motorsports Park, LLC California Limited Liability Company GCCo 2.50% member
2 California Corridor Constructors, a Joint Venture California Construction Joint Venture GCCo 30.00% partner
1 Granite Kiewit, a Joint Venture Montana Construction Joint Venture GCCo 76.00% sponsor
1 Granite2-Sundt, a Joint Venture Arizona Construction Joint Venture GCCo 65.00% sponsor
1 Granite-Frontier Kemper, a Joint Venture Arkansas Construction Joint Venture GCCo 82.00% sponsor
2 Granite-Meyers, a Joint Venture California Construction Joint Venture GCCo 41.20% managing
1 Granite-PCL, a Joint Venture Florida Construction Joint Venture GCCo 64.70% sponsor
1 Granite-Rizzani de Eccher, a Joint Venture Florida Construction Joint Venture GCCo 60.00% sponsor
1 Granite-Sundt, a Joint Venture Arizona Construction Joint Venture GCCo 55.00% sponsor
2 K-G Leasing, a Joint Venture California Construction Joint Venture GCCo 30.00% partner
2 K-G-W Leasing, a Joint Venture Utah Construction Joint Venture GCCo 23.00% partner
2 Kiewit-Granite, a Joint Venture California Construction Joint Venture GCCo 25.00% partner
1 Las Vegas Monorail Team, a Joint Venture Nevada Construction Joint Venture GCCo 44.80% managing
2 LGS, a Joint Venture Maryland Construction Joint Venture GCCo 30.00% partner
1 Minnesota Transit Constructors, a Joint Venture Minnesota Construction Joint Venture GCCo 56.50% sponsor
1 River Mountain Constructors, a Joint Venture Arkansas Construction Joint Venture GCCo 100.00% sponsor
1 Sampson-Granite, a Joint Venture California Construction Joint Venture GCCo 40.00% partner
1 Sierra Blanca Constructors, a Joint Venture New Mexico Construction Joint Venture GCCo 52.00% sponsor
2 TGM Constructors Kentucky Construction Joint Venture GCCo 25.00% partner
2 Tri-County Rail Constructors, a Joint Venture Florida Construction Joint Venture GCCo 30.00% partner
1 Virginia Approach Constructors Maryland Construction Joint Venture GCCo 79.00% partner
2 Wasatch Constructors, a Joint Venture Utah Construction Joint Venture GCCo 23.00% partner
2 Washington-Granite, a Joint Venture California Construction Joint Venture GCCo 40.00% partner
2 Western Summit-TIC-Granite, a Joint Venture Georgia Construction Joint Venture GCCo 15.00% partner
2 WSCI TIC Granite, a Joint Venture Georgia Construction Joint Venture GCCo 15.00% partner
2 Yonkers Contracting Company, Inc. / Granite New Jersey Construction Joint Venture GCCo 40.00% partner
Construction Company, a Joint Venture
1 Granite Halmar Construction Company, Inc. ("GHCCo") New York C Corp GCI 100.00% investor
1 Halmar-Egis, a Joint Venture New York Construction Joint Venture GHCCo 100.00% partner
1 Halmar-Schiavone, a Joint Venture New York Construction Joint Venture GHCCo 100.00% partner
1 Granite Halmar/Schiavone, a Joint Venture New York Construction Joint Venture GHCCo 60.00% partner
1 GH/JMA, a Joint Venture New York Construction Joint Venture GHCCo 51.00% partner
2 Schiavone/Granite Halmar, a Joint Venture New York Construction Joint Venture GHCCo 40.00% partner
1 Intermountain Slurry Seal, Inc. Wyoming C Corp GCI 100.00% investor
1 Pozzolan Products Company Utah C Corp GCI 100.00% investor
Schedule 5.4
Page 1 of 2
GRANITE CONSTRUCTION INCORPORATED
SCHEDULE 5.4
SUBSIDIARIES, OTHER AFFILIATES, AND DIRECTORS AND OFFICERS
JURISDICTION OF OWNERSHIP BY COMPANY AND/OR
NAME ORGANIZATION CAPITAL STRUCTURE SUBSIDIARY
NAME OWNERSHIP POSITION
1 Granite Land Company ("GLC") California C Corp GCI 100.00% investor
1 GLC Fort Worth, LLC ("GLCFW, LLC") Texas Limited Liability Company GLC 100.00% GP
1 Presidio Vista I, LTD Texas Limited Partnership GLC 89.00% LP
GLCFW, LLC 1.00% GP
1 Main Street Ventures, LLC California Limited Liability Company GLC 90.00% managing
1 Granite/Mandalay Bay Finance, LLC California Limited Liability Company GLC 70.00% member
1 Granite/Mandalay, LLC ("GM, LLC") California Limited Liability Company GLC 90.00% member
2 Oly/Granite General Partnership California Limited Partnership GM, LLC 10.00% LP
2 Oly/Mandalay Bay General Partnership California Limited Partnership GM, LLC 10.00% LP
2 Phase 1 Regional Park Limited California Limited Partnership GLC 25.00% LP
2 Williamson Ranch Plaza, LP California Limited Partnership GLC 25.00% LP
1 Granite Grado Ventures, LLC ("GGV, LLC") California Limited Liability Company GLC 90.00% managing
1 Granite Grado Ventures Project 1, LLC California Limited Liability Company GGV, LLC 100.00% managing
1 GILC, Incorporated ("GILC") California C Corp GCI 100.00% investor
1 GILC, LP California Limited Partnership GCCo 99.00% LP
GILC 1.00% GP
1 Wilcott Corporation Colorado C Corp GCI 100.00% investor
1 Granite SR 91 Corporation ("GSR91") California C Corp GCI 100.00% investor
1 Granite SR 91, LP ("SR91, LP") California Limited Partnership GCI 99.00% LP
GSR91 1.00% GP
2 California Private Transportation Company, LP California Limited Partnership SR91, LP 22.22% LP
1 GTC, Inc. ("GTC") Texas C Corp GCI 100.00% investor
1 GTC II, LP ("GTC, LP") Texas Limited Partnership GCI 99.00% LP
GTC 1.00% GP
1 WR II Associates, LTD Texas Limited Partnership GCI 69.88% LP
GTC, LP 1.00% GP
2 Paramount-Nevada Asphalt Company, LLC Nevada Limited Liability Company GCI 50.00% member
3 DIRECTORS
David H. Watts - Chairman of the David H. Kelsey - Director
Board & CEO
Joseph J. Barclay - Director Rebecca A. McDonald - Director
Richard M. Brooks - Director Raymond E. Miles - Director
Linda Griego - Director J. Fernando Niebla - Director
Brian C. Kelly - Director George B. Searle - Director
SENIOR OFFICERS
William G. Dorey - President & COO
Mark E. Boitano - Executive Vice President & Branch Division Manager
Patrick M. Costanzo - Senior Vice President & Heavy Construction Division
Manager
William E. Barton - Senior Vice President & CFO
R.C. Allbritton - Vice President & Treasurer
Michael Futch - Vice President, Secretary & General Counsel
Garry M. Higdem - Vice President & Heavy Construction Division Asstistant
Manager
James H. Roberts - Vice President & Branch Division Assistant Manager
Michael L. Thomas - Vice President & Director of Human Resources
Schedule 5.4
Page 2 of 2
GRANITE CONSTRUCTION INCORPORATED
SCHEDULE 5.8
LITIGATION
5.8(a)
DEFENDANT NATURE OF CASE COMMENTS
USA ex rel Maxfield/Peterson False Calims Act arising from 1-15, Salt Lake See 12/31/02 10-K, PART I, Item
vs. Wasatch (GCCo City, UT construction contract 3, or 03/31/03 10-Q, NOTE 7,
construction joint venture) for more information
5.8(b)
NONE
Schedule 5.8
GRANITE CONSTRUCTION INCORPORATED
SCHEDULE 5.15
EXISTING INDEBTEDNESS
INTEREST
BORROWER LENDER'S NAME DESCRIPTION RATE MATURITY BALANCE
Granite Construction Company Benna Investments Glendale NV property 6.50% 12/01/07 1,043,652
Granite Construction Company Rosemary's Mountain Southern CA Aggregate property 8.82% 06/01/04 1,400,000
Granite Construction Incorporated Private Placement Refinance debt & general corporate
Due 03/15/10 purposes 6.54% 03/15/10 46,666,668
Granite Construction Incorporated Private Placement Refinance debt & general corporate
Due 05/01/13 purposes 6.96% 05/01/13 75,000,000
Granite Construction Incorporated Lenders under Self insured Worker's Compensation 100.0 bps 04/30/02 1,293,390
existing Bank
Credit Agreement
Granite Construction Company Bank of America City of Patterson Performance
Letter of Credit Guarantee 32.5 bps 02/04/04 200,000
Wilder Construction Company (1) Gebhardt Promisory Note - stock repurchase prime 05/16/07 180,997
Wilder Construction Company (1) Hesell Promisory Note - stock repurchase prime 03/15/10 2,607,761
Wilder Construction Company (1) Ross Promisory Note - stock repurchase prime 04/29/05 2,588,757
Wilder Construction Company (1) Fulton Promisory Note - stock repurchase prime 12/20/07 104,317
Wilder Construction Company (1) Gent Promisory Note - stock repurchase prime 12/20/07 948,333
Wilder Construction Company (1) Jonasson Promisory Note - stock repurchase prime 12/20/07 569,000
Wilder Construction Company (1) Suhadolnik Promisory Note - stock repurchase prime 12/20/07 246,567
Wilder Construction Company (1) Giammalva Promisory Note - stock repurchase prime 03/15/06 897,083
Wilder Construction Company (1) Bank of America Priority Debt - Construction
Equipment 3.90% 06/01/05 975,000
Wilder Construction Company (1) Bank of America Priority Debt - Alaska Yard &
Office 7.40% 12/01/08 799,938
Wilder Construction Company (1) Bank of America Priority Debt - Line of Credit prime minus 100 bp 06/01/04 1,000,000
Presidio Vista I, LTD (2) Dell USA, L.P. Priority Debt - Presidio Vista
Development 7.50% 02/08/11 4,003,877
$140,525,340
Granite Construction Incorporated BNP Paribas $30MM notional amount floating 6 Mth LIBOR + 09/15/05 (559,168)
interest rate swap agreement 386.75 bps
Granite Construction Incorporated BNP Paribas $20MM notional amount floating 6 Mth LIBOR + 11/05/05 (369,914)
interest rate swap agreement 418.00 bps
($929,082)
(1) - Wilder debt is not guaranteed by Granite Construction Incorporated or any
of it non-Wilder Subsidiaries or Affiliates
(2) - This debt is non-recourse debt secured by the assets of the development
project and is not guaranteed by Granite Construction Incorporated or any of its
Subsidiaries or Affiliates.
Schedule 5.15
GRANITE CONSTRUCTION INCORPORATED
SCHEDULE 5.16
EXISTING INVESTMENTS
INVESTMENT TYPE VALUE
Paramount-Nevada Asphalt Company, LLC Asphalt Tank Farm 2,299,957
Bank of America (BA) Bankers Acceptance 1,228,989
Bank of America (BA) Bankers Acceptance 4,992,625
Bank of America CD Certificate of Deposit 2,500,000
AOL Time Warner Commercial Paper 2nd Tier 4,983,436
Kraft Foods Inc Commercial Paper 2nd Tier 4,994,263
GMAC Commercial Paper Split Rated 3,990,133
Allianz Finance Corp Commercial Paper Top Tier 3,991,944
Citigroup Global Markets Commercial Paper Top Tier 4,994,704
General Electric Captial Service Commercial Paper Top Tier 3,998,360
New York Times Commercial Paper Top Tier 3,996,000
Schering-Plough Commercial Paper Top Tier 4,995,703
Toyota Motor Corp Commercial Paper Top Tier 4,997,797
Transamerica Financial Corp Commercial Paper Top Tier 4,989,931
Verizon Net Funding Commercial Paper Top Tier 2,991,420
Granite Halmar/Schiavone, a Joint Venture Construction Joint Venture 350,000
Granite Kiewit, a Joint Venture Construction Joint Venture 105,962
Granite2-Sundt, a Joint Venture Construction Joint Venture 5,163,735
Granite-Rizzani de Eccher, a Joint Venture Construction Joint Venture (2,524,188)
Granite-Sundt, a Joint Venture Construction Joint Venture 497,796
Halmar-Egis, a Joint Venture Construction Joint Venture 2,977,542
Halmar-Schiavone, a Joint Venture Construction Joint Venture 5,412,624
K-G Leasing, a Joint Venture Construction Joint Venture 341,615
K-G-W Leasing, a Joint Venture Construction Joint Venture 759,154
Kiewit-Granite, a Joint Venture Construction Joint Venture 445,740
LGS, a Joint Venture Construction Joint Venture 6,434,245
Minnesota Transit Constructors, a Joint Venture Construction Joint Venture 1,667,811
Sampson-Granite, a Joint Venture Construction Joint Venture 11,008
Schiavone/Granite Halmar, a Joint Venture Construction Joint Venture 800,032
Sierra Blanca Constructors, a Joint Venture Construction Joint Venture 2,842,704
TGM Constructors Construction Joint Venture 1,553,084
Tri-County Rail Constructors, a Joint Venture Construction Joint Venture 1,561,575
Virginia Approach Constructors Construction Joint Venture 2,370,000
Wasatch Constructors, a Joint Venture Construction Joint Venture 91,505
Washington-Granite, a Joint Venture Construction Joint Venture 252,968
Western Summit-TIC-Granite, a Joint Venture Construction Joint Venture 15,565
Yonkers Contracting Company, Inc. / Granite Construction
Company, a Joint Venture Construction Joint Venture 2,489,018
Largo Properties, LLC Construction JV Property 2,123,970
Rancho San Carlos Partnership, L.P. Construction Note 6,000,000
Granite/Mandalay Bay Finance, LLC Development Project 1,905,999
Granite/Mandalay, LLC ("GM, LLC") Development Project 2,558,017
Main Street Ventures, LLC Development Project 51,740
Phase 1 Regional Park Limited Development Project 546,165
Presidio Vista I, LTD Development Project 135,000
Riverside Motorsports Park, LLC Development Project 50,000
Williamson Ranch Plaza, LP Development Project (364,595)
WR II Associates, LTD Development Project 460,882
Bank of America/Nations Fund Sweep Money Market Funds 1,001,172
Fidelity Inst'l MM Domestic 690 Money Market Funds 7,654,560
Fidelity Inst'l MM Govern. 057 Money Market Funds 3,112,553
Schedule 5.16
Page 3 of 6
GRANITE CONSTRUCTION INCORPORATED
SCHEDULE 5.16
EXISTING INVESTMENTS
INVESTMENT TYPE VALUE
JP Morgan Prime Institutional Fund Money Market Funds 1,466,920
JP Morgan Tax-Free Institutional Fund Money Market Funds 15,062,571
JPM Chase Overnight Investment Money Market Funds 3,873,664
CA Revenue Anticipation Note Municipal Bonds 5,003,119
California State Water Department Municipal Bonds 3,000,000
New Jersey Transit Series B Municipal Bonds 3,000,000
TX Tax & Revenue Antic. Bond Municipal Bonds 2,006,560
UT Transit Authority Revenue Bond Municipal Bonds 2,975,881
Franklin Balance Sheet Inv. Fund Mutual Fund - Equity 698,014
Lord Abbett Mid - Cap Value Fund Mutual Fund - Equity 217,013
Putnam Fund for Growth & Income Mutual Fund - Equity 2,205,437
Putnam International Growth CL A Mutual Fund - Equity 2,522,837
Putnam Investors Fund Mutual Fund - Equity 430,494
Putnam New Opportunities Fund Mutual Fund - Equity 803,789
Putnam Vista Fund Mutual Fund - Equity 728,709
Putnam Voyager Fd CL A Mutual Fund - Equity 629,304
Loomis Sayles Bond FD Mutual Fund - Fixed Income 1,659,494
Pimco Total Return FD Mutual Fund - Fixed Income 2,416,837
TIC Holdings, Inc stock 12,535,179
Wilder Construction Company ("Wilder") stock 26,932,686
California Private Transportation Company, LP Toll Road 354,349
Fannie Mae US Treasury & Agency Notes 3,391,481
Fannie Mae US Treasury & Agency Notes 2,993,900
Fannie Mae US Treasury & Agency Notes 5,074,892
Federal Farm Credit Bank US Treasury & Agency Notes 5,100,743
Federal Home Loan Bank US Treasury & Agency Notes 2,707,728
Federal Home Loan Bank US Treasury & Agency Notes 1,994,258
Federal Home Loan Bank US Treasury & Agency Notes 5,082,445
Federal Home Loan Bank US Treasury & Agency Notes 5,177,271
Freddie Mac US Treasury & Agency Notes 2,997,233
Freddie Mac US Treasury & Agency Notes 1,497,975
Freddie Mac US Treasury & Agency Notes 5,104,376
Sallie Mae US Treasury & Agency Notes 5,055,638
U.S. Treasury Note US Treasury & Agency Notes 2,000,000
U.S. Treasury Note US Treasury & Agency Notes 1,552,952
U.S. Treasury Note US Treasury & Agency Notes 2,100,975
U.S. Treasury Note US Treasury & Agency Notes 3,100,238
$262,255,179
Schedule 5.16
Page 4 of 6
GRANITE CONSTRUCTION INCORPORATED
SCHEDULE 5.18
ENVIRONMENTAL MATTERS
5.18(a)
Granite Construction in the normal course of business utilizes petroleum
(hydrocarbon) products which may be considered hazardous materials when
encountered at regulatory levels established by the Federal EPA or the Regional
State EPA. The utilization of these asphalt products, diesel, and gasoline over
the years of operations have the potential of creating exposure to environmental
clean up requirements. All underground tanks meet current requirements. There
are no pending governmental ordered clean up requirements. However, the
following represents estimates based on construction industry housekeeping
practices as encountered during our normal course of business. Except as
indicated with an " * ", these costs do not represent actual identified
exposures. Items indicated with an " * " are carried on the books as a
liability.
- -----------------------------------------------------------------------------------------
LOCATIONS DESCRIPTION AMOUNT
- -----------------------------------------------------------------------------------------
Anchorage, AK Surface Spills, wash rack facilities 60,000
Anchorage, AK Surface Spills, former AC Plant 17,500
Huachuca City, AZ Surface Spills, AC Plant 15,000
Marana, AZ Surface Spills, AC Plant 15,000
Tucson, AZ Surface Spills 10,000
Tucson, AZ AC Plant 25,000
29 Palms, CA * Surface Spills, AC Plant 4,409
Arcata, CA * Surface Spills, AC Plant 236,000
Arvin, CA Surface Spills, AC Plant 25,000
Bakersfield, CA Surface Spills, AC Plant 250,000
Bishop, CA Surface Spills, AC Plant 15,000
Buelton, CA Surface Spills, AC Plant 50,000
City of Blue Lake, CA Surface Spills 40,000
Coalinga, CA Surface Spills, AC Plant 50,000
Concord, CA Surface Spills, AC Plant 35,000
Crescent City, CA * Surface Spills, AC Plant 682,836
Ducor, CA * Surface Spills, AC Plant 12,529
El Centro, CA Surface Spills, AC Plant 25,000
Felton, Ca Surface Spills, AC Plant 100,000
French Camp, CA Surface Spills, AC Plant, old fill material 500,000
Highway 175, CA * Surface Spills, AC Plant 150,000
Indio, CA Surface Spills, AC Plant 25,000
Inyokern, CA Surface Spills, AC Plant 25,000
Kelseyville, CA * Surface Spills, AC Plant 873,000
Lee Vining, CA Surface Spills, AC Plant 15,000
Littlerock, CA Surface Spills, AC Plant 25,000
Longvale, CA * Surface Spills, AC Plant 274,000
Los Banos, CA AC Plant 10,000
Pleasanton, CA AC Plant 10,000
Rio Linda, CA Surface Spills, AC Plant 50,000
Sacramento, CA Surface Spills, AC Plant 500,000
Salinas, CA Surface Spills, AC Plant 10,000
Salinas, CA Former Underground Storage Tanks 200,000
San Jose, CA Surface Spills 10,000
Santa Barbara, CA Surface Spills 25,000
Schedule 5.18
Page 5 of 6
GRANITE CONSTRUCTION INCORPORATED
SCHEDULE 5.18
ENVIRONMENTAL MATTERS
5.18(a)
Granite Construction in the normal course of business utilizes petroleum
(hydrocarbon) products which may be considered hazardous materials when
encountered at regulatory levels established by the Federal EPA or the Regional
State EPA. The utilization of these asphalt products, diesel, and gasoline over
the years of operations have the potential of creating exposure to environmental
clean up requirements. All underground tanks meet current requirements. There
are no pending governmental ordered clean up requirements. However, the
following represents estimates based on construction industry housekeeping
practices as encountered during our normal course of business. Except as
indicated with an " * ", these costs do not represent actual identified
exposures. Items indicated with an " * " are carried on the books as a
liability.
- -----------------------------------------------------------------------------------------
LOCATIONS DESCRIPTION AMOUNT
- -----------------------------------------------------------------------------------------
Tracy, CA Surface Spills, AC Plant 25,000
- -----------------------------------------------------------------------------------------
Ukiah, CA * Surface Spills, AC Plant 430,000
Watsonville, CA Surface Spills 35,000
Watsonville, CA Former Underground Storage Tanks 35,000
Tampa, FL Surface Spills 75,000
Odenton, MD Surface Spills 100,000
Carson City, NV Surface Spills, AC Plant 10,000
Lockwood, NV Surface Spills, AC Plant 50,000
Sparks, NV Surface Spills, AC Plant 100,000
Wappinger Falls, NY Surface Spills 100,000
Lubbock, TX Surface Spills, AC Plant 100,000
Lubbock, TX Surface Spills 75,000
Lubbock, TX Surface Spills 50,000
Morgan County, UT Surface Spills 10,000
North Ogden, UT Old fill material 250,000
Ogden, UT * Former Webb AC Plant 723,377
Salt City, UT * Former 2200 North AC Plant 132,363
Salt Lake City, UT AC Plant 150,000
Salt Lake City, UT Surface Spills 50,000
Salt Lake City, UT * Former Whitehill AC Plant 25,288
Sandy City, UT Surface Spills, AC Plant 100,000
Kearns, UT * Surface Spills, AC Plant 12,529
Wasatch County, UT Surface Spills, AC Plant 10,000
West Haven, UT Surface Spills, AC Plant 25,000
Bellington, WA Hannegan surface spills, AC Plant, shop 500,000
Everett, WA Surface Spills, AC Plant 100,000
Whatcom County, WA Former AC Plant 260,000
Whatcom County, WA Former UST and shop area 17,500
----------
$7,921,331
----------
5.18 (b) AND (c)
NONE
Schedule 5.18
Page 6 of 6