PART I. FINANCIAL INFORMATION
EX-10.4 6 f91753exv10w4.txt EXHIBIT 10.4 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
