EXHIBIT 10.1


     

    Exhibit
      10.1

     

    AMENDMENT
      NO. 1 TO CREDIT AGREEMENT

    


    This
      AMENDMENT NO. 1 TO CREDIT AGREEMENT (this "Agreement") dated
      as
      of
      June 23,
      2006 is made by and among GRANITE CONSTRUCTION INCORPORATED, a Delaware
      corporation (the "Borrower"), BANK
      OF
      AMERICA, N.A., a national banking association organized and existing under
      the
      laws of the United States ("Bank
      of America"),
      in
      its
      capacity as administrative agent for the Lenders (as defined in the Credit
      Agreement (as defined below)) (in such capacity, the "Administrative
      Agent"), and
      each
      of the Lenders signatory hereto, and each of the Guarantors (as defined in
      the
      Credit Agreement) signatory hereto.

    


    WITNESSETH:

    WHEREAS,
      the
      Borrower, the Administrative Agent and the Lenders have entered into that
      certain Credit Agreement dated as of June 24, 2005 (as hereby amended and as
      from time to time hereafter further amended, modified, supplemented, restated,
      or amended and restated, the "Credit
      Agreement"; capitalized
      terms used in this Agreement not otherwise defined herein shall
      have the
      respective meanings given thereto in the Credit Agreement), pursuant to which
      the Lenders have made available to the Borrower a revolving credit facility,
      including a letter of credit subfacility and a swing line subfacility;
      and

    


    WHEREAS,
      each
      of
      the Guarantors has entered into a Guaranty pursuant to which it has guaranteed
      the payment and performance of the obligations of the Borrower under the Credit
      Agreement and the other Loan Documents; and

    


    WHEREAS,
      the
      Borrower has advised the Administrative Agent and the Lenders that it desires
      to
      amend certain provisions of the Credit Agreement as set forth below and the
      Administrative Agent and the Lenders signatory hereto are willing to effect
      such
      amendment on the terms and conditions contained in this Agreement;

     

    NOW,
      THEREFORE, in
      consideration of the premise and further valuable consideration, the receipt
      and
      sufficiency of which is hereby acknowledged, the parties hereto agree as
      follows:

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    1. Amendments
      to Credit Agreement.
      Subject
      to the terms and conditions set forth herein, the Credit Agreement is hereby
      amended as follows:

    


    (a) The
      definition of "Applicable Rate" in Section
      1.01
      of the
      Credit Agreement is hereby amended by replacing the table set forth therein
      with
      the following in lieu thereof:

    
      	 	 	 	 	 	 	 	 
	
               

              Pricing

              Level

            	
              Pricing
                Level Leverage

              Ratio

            	
              Applicable
                Rate

              (Commitment

              Fee)

            	
              Applicable

              Rate

              (Eurodollar

              Rate
                Loans)

            	
              Applicable

              Rate
                (Base

              Rate

              Loans)

            	
              Applicable

              Rate

              (Financial

              Letter
                of

              Credit
                Fee)

            	
              Applicable

              Rate

              (Performance

              Letter
                of

              Credit
                Fee)

            	
              Applicable

              Rate

              (Utilization

              Fee)

            
	
              1

            	
              Less
                than 0.50 to 1.00

            	
              0.125%

            	
              0.600%

            	
              00.0%

            	
              0.600%

            	
              0.450%

            	
              0.100%

            
	
              2

            	
              Less
                than 1.00 to 1.00 but

              greater
                than or
                equal to

              0.50
                to 1.00

            	
              0.150%

            	
               

              0.700%

            	
               

              00.0%

            	
               

              0.700%

            	
               

              0.525%

            	
               

              0.100%

            
	
              3

            	
              Less
                than 2.00 to 1.00 but

              greater
                than or
                equal to

              1.00
                to 1.00

            	
              0.200%

            	
               

              0.800%

            	
               

              00.0%

            	
               

              0.800%

            	
               

              0.600%

            	
               

              0.100%

            
	
              4

            	
              Greater
                than or equal to

              2.00
                to 1.00

            	
              0.250%

            	
              1.000%

            	
              00.0%

            	
              1.000%

            	
              0.750%

            	
              0.100%

            



     

    (b) The
      definition of “Maturity Date” in Section
      1.01
      of the
      Credit Agreement is hereby amended by replacing the reference to “2010” therein
      with “2011” in lieu thereof.

     

    (c) Section
      7.02(g)
      of the
      Credit Agreement is hereby amended by replacing the reference to "$35,000,000"
      therein with "$50,000,000" in lieu thereof

     

    (d) Schedule
      5.06
      is
      hereby amended by deleting it in its entirety and replacing it with Schedule
      5.06 attached hereto.

     

    2.
       Effectiveness;
      Conditions Precedent.
      The
      effectiveness of this Agreement and the amendments to the Credit Agreement
      herein provided are subject to the satisfaction of the following conditions
      precedent:

     

    (a) the
      Administrative Agent shall have received each of the following documents or
      instruments in form and substance reasonably acceptable to the Administrative
      Agent:

     

    (i) four
      (4)
      original counterparts of this Agreement, duly executed by the Borrower, the
      Administrative Agent, each Guarantor and each of the Lenders, together with
      all
      schedules and exhibits thereto duly completed;

     

    (ii) such
      other documents, instruments, opinions, certifications, undertakings, further
      assurances and other matters as the Administrative Agent shall reasonably
      request; and

     

    (b) all
      other
      fees and expenses payable to the Administrative Agent and the Lenders (including
      the fees and expenses of counsel to the Administrative Agent) estimated to
      date
      shall have been paid in full (without prejudice to final settling of accounts
      for such fees and expenses).

    


    3. Consent
      of the Guarantors.
      Each
      Guarantor hereby consents, acknowledges and agrees to the amendments set forth
      herein and hereby confirms and ratifies in all respects the Guaranty to which
      such Guarantor is a party (including without limitation the continuation of
      such
      Guarantor's payment and performance obligations thereunder upon and after the
      effectiveness of this Agreement and the amendments contemplated hereby) and
      the
      enforceability of such Guaranty against such Guarantor in accordance with its
      terms. 

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    4.  Representations
      and Warranties.
      In order
      to induce the Administrative Agent and the Lenders to enter into this Agreement,
      the Borrower represents and warrants to the Administrative Agent and the Lenders
      as follows:

     

    (a) The
      representations and warranties made by each Loan Parry in Article
      V
      of the
      Credit Agreement and in each of the other Loan Documents to which such Loan
      Party is a party are true and correct on and as of the date hereof, except
      to
      the extent that such representations and warranties expressly relate to an
      earlier date, in which case they shall be true and correct as of such earlier
      date;

     

    (b) Since
      the
      date of the most recent financial reports of the Borrower delivered pursuant
      to
Section
      6.01(a)
      of the
      Credit Agreement, no act, event, condition or circumstance has occurred or
      arisen which, singly or in the aggregate with one or more other acts, events,
      occurrences or conditions (whenever occurring or arising), has had or could
      reasonably be expected to have a Material Adverse Effect;

     

    (c) The
      Persons appearing as Guarantors on the signature pages to this Agreement
      constitute all Persons who are required to be Guarantors pursuant to the terms
      of the Credit Agreement and the other Loan Documents, including without
      limitation all Persons who became Subsidiaries or were otherwise required to
      become Guarantors after the Closing Date, and each of such Persons has become
      and remains a parry to a Guaranty as a Guarantor;

     

    (d) This
      Agreement has been duly authorized, executed and delivered by the Borrower
      and
      Guarantors parry hereto and constitutes a legal, valid and binding obligation
      of
      such parties, except as may be limited by general principles of equity or by
      the
      effect of any applicable bankruptcy, insolvency, reorganization, moratorium
      or
      similar law affecting creditors' rights generally;

     

    (e) The
      resolutions (i) of each of the Loan Parties party to this Agreement that were
      certified and delivered to the Administrative Agent on the Closing Date pursuant
      to Section
      4.01(a)(iii)
      of the
      Credit Agreement are still in full force and effect and have not been amended,
      modified, revoked, rescinded or otherwise altered since their adoption and
      (ii)
      adopted by the Borrower at a meeting of its Board of Directors held on May
      22,
      2006, and certified by the Secretary of the Borrower as attached hereto as
      Annex
      A,
      are in
      full force and effect and have not been amended, modified, revoked, rescinded
      or
      otherwise altered since their adoption; and

     

    (f) No
      Default or Event of Default has occurred and is continuing.

     

    5. Entire
      Agreement.
      This
      Agreement, together with all the Loan Documents (collectively, the "Relevant
      Documents"), sets
      forth the entire understanding and agreement of the parties hereto in relation
      to the subject matter hereof and supersedes any prior negotiations and
      agreements among the parties relating to such subject matter. No promise,
      condition, representation or warranty, express or implied, not set forth in
      the
      Relevant Documents shall bind any party hereto, and no such party has relied
      on
      any such promise, condition, representation or warranty. Each of the parties
      hereto acknowledges that, except as otherwise expressly stated in the Relevant
      Documents, no representations, warranties or commitments, express or implied,
      have been made by any party to the other in relation to the subject matter
      hereof or thereof None of the terms or conditions of this Agreement may be
      changed, modified, waived or canceled orally or otherwise, except in writing
      and
      in accordance with Section
      10.01
      of the
      Credit Agreement.

     

    6. Full
      Force and Effect of Agreement.
      Except
      as hereby specifically amended, modified or supplemented, the Credit Agreement
      and all other Loan Documents are hereby confirmed and ratified in all respects
      and shall be and remain in full force and effect according to their respective
      terms.

     

    7. Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original as against any party whose signature appears thereon, and
      all
      of which shall together constitute one and the same instrument. Delivery of
      an
      executed counterpart of a signature page to this Agreement by facsimile or
      electronic format (including .pdf) shall be effective as delivery of a manually
      executed counterpart of this Agreement.

     

    8. Governing
      Law.
      This
      Agreement shall in all respects be governed by, and construed in accordance
      with, the laws of the State of California applicable to contracts executed
      and
      to be performed entirely within such State, and shall be further subject to
      the
      provisions of Sections
      10.15
      and
10.16
      of the
      Credit Agreement.

     

    9. Enforceability.
      Should
      any one or more of the provisions of this Agreement be determined to be illegal
      or unenforceable as to one or more of the parties hereto, all other provisions
      nevertheless shall remain effective and binding on the parties
      hereto.

     

    10. References.
      All
      references in any of the Loan Documents to the "Credit Agreement" shall mean
      the
      Credit Agreement, as amended hereby.

     

    11. Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the Borrower, the
      Administrative Agent and each of the Guarantors and Lenders, and their
      respective successors, legal representatives, and assignees to the extent such
      assignees are permitted assignees as provided in Section
      10.07
      of the
      Credit Agreement.

    


    


    [Signature
      pages follow.]


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the
      parties hereto have caused this instrument to be made, executed and delivered
      by
      their duly authorized officers as of the day and year first above
      written.

    
 BORROWER:

     

    


    GRANITE
      CONSTRUCTION INCORPORATED

    a
      Delaware corporation

    


    


    By:  /s/
      William G. Dorey    

    William
      G. Dorey

    President
      & Chief Executive Officer 

    


    


    By:  /s/
      William E. Barton    

    William
      E. Barton

    Sr.
      Vice
      President & Chief Financial Officer

     

     

     

     

    
      Amendment
        No. 1 to Credit Agreement

      Granite
        Construction Incorporated

      Signature
        Pages

    

    
       

      
        
          

        

      

      
        
        

        
        

      

    

    
 

    GUARANTORS:

    


    GRANITE
      CONSTRUCTION COMPANY 

    a
      California corporation

    


    


    By:  /s/
      William G. Dorey    

       William
      G. Dorey

       President
      & Chief Executive Officer

    


    


    By:  /s/
      William E. Barton    

    William
      E. Barton

    Sr.
      Vice
      President & Chief Financial Officer

    


    


    GRANITE
      LAND COMPANY 

    a
      California corporation

    


    


    By:  /s/
      Scott D. Wolcott    

       Scott
      D.
      Wolcott

       President

    


    


    By:  /s/
      William E. Barton    

       William
      E. Barton

       Senior
      Vice President

    


    


    INTERMOUNTAIN
      SLURRY SEAL, INC.

    a
      Wyoming
      corporation

    


    


    By:  /s/
      Brian R. Dowd    

       Brian
      R.
      Dowd

    President
      & Chief Executive Officer

    


    


    By:  /s/
      David J. Brunton    

    David
      J.
      Brunton

       Chief
      Financial Officer & Treasurer

    


     

    


    Amendment
      No. 1 to Credit Agreement

    Granite
      Construction Incorporated

    Signature
      Pages

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    POZZOLAN
      PRODUCTS COMPANY (P.P.C.) 

    a
      Utah
      corporation

    


    


    By:  /s/
      Brian R. Dowd    

       Brian
      R.
      Dowd

    President
      & Chief Executive Officer

    


    


    By:  /s/
      David J. Brunton    

    David
      J.
      Brunton

       Chief
      Financial Officer & Treasurer

    


    


    GILC,
      LP

    a
      California limited partnership

    


    By:
      GILC
      INCORPORATED, its
      general partner

    


    


    By:  /s/
      William E. Barton    

       William
      E. Barton

    President
      & Chief Executive Officer

    


    


    By:  /s/
      RC
      Allbritton    

    Roxane
      C.
      Allbritton

       Vice
      President & Chief Financial Officer

    


    


    GRANITE
      CONSTRUCTION NORTHEAST, INC.

    a
      New
      York corporation

    


    


    By:  /s/
      William G. Dorey    

    William
      G. Dorey

    President
      & Chief Executive Officer 

    


    


    By:  /s/
      William E. Barton    

    William
      E. Barton

    Sr.
      Vice
      President & Chief Financial Officer

       

    
 

    Amendment
      No. 1 to Credit Agreement

    Granite
      Construction Incorporated

    Signature
      Pages

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      




    ADMINISTRATIVE
      AGENT:

    


    Bank
      of America, N.A., as Administrative Agent

    


    


    By: /s/
      Brenda H. Little    

    Name: Brenda
      H.
      Little

    Title: Assistant
      Vice President

    


    
 

    


    Amendment
      No. 1 to Credit Agreement

    Granite
      Construction Incorporated

    Signature
      Pages

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    LENDERS:

    


    BANK
      OF AMERICA, N.A.

    


    


    By: /s/
      RW
      Troutman   

    Name: Robert
      W.
      Troutman

    Title: Managing
      Director

    


    
 

    


    


    Amendment
      No. 1 to Credit Agreement

    Granite
      Construction Incorporated

    Signature
      Page


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    BNP
      PARIBAS.

    


    


    By: /s/
      PN
      Rogers   

    Name: Pierre-Nicholas
      Rogers

    Title: Managing
      Director

    


    


    By: /s/
      Jamie Dillon   

    Name: Jamie
      Dillon

    Title: Managing
      Director

    
 

    
 

    


    


    Amendment
      No. 1 to Credit Agreement

    Granite
      Construction Incorporated

    Signature
      Page


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    HARRIS
      N.A.

    


    


    By: /s/
      Kristina Burden   

    Name: Kristina
      Burden

    Title: Vice
      President


    


    


    


    


    


    Amendment
      No. 1 to Credit Agreement

    Granite
      Construction Incorporated

    Signature
      Page


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    U.S.
      BANK, N.A.

    


    


    By: /s/
      R.Michael Law   

    Name: R.Michael
      Law

    Title: Senior
      Vice President

    
 

    
 

    


    Amendment
      No. 1 to Credit Agreement

    Granite
      Construction Incorporated

    Signature
      Page


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    COMERICA
      BANK

    


    


    By: /s/
      Don R. Carruth   

    Name: Don
      R.
      Carruth

    Title: Assistant
      Vice President

    
 

    


    


    Amendment
      No. 1 to Credit Agreement

    Granite
      Construction Incorporated

    Signature
      Page


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    UNION
      BANK OF CALIFORNIA, N.A.

    


    


    By: /s/
      David A. Jochim   

    Name: David
      A.
      Jochim

    Title: Senior
      Vice President

    
 

    


    


    Amendment
      No. 1 to Credit Agreement

    Granite
      Construction Incorporated

    Signature
      Page


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    GRANITE
      CONSTRUCTION INCORPORATED

    Schedule
      5.06

    LITIGATION

    Eldredge

    


    A
      $9.3
      million judgment was entered in June 2005 against our wholly owned subsidiary
      Granite Construction Company ("GCCO") by the District Court Clark County,
      Nevada, in an action entitled Eldredge
      vs.
      Las
      Vegas Valley Water District, GCCO, et al. The
      civil
      lawsuit was initially brought by a former employee of GCCO against the Las
      Vegas
      Water District in June 2000. The plaintiff subsequently filed an amended
      complaint on June 10, 2003, bringing GCCO into the action and seeking
      compensation in addition to the worker's compensation payments the employee
      previously accepted for injuries sustained when a trench excavation collapsed.
      The jury issued a verdict finding against GCCO on two causes of action, assault
      and battery and intentional infliction of emotional distress. The judgment
      awarded damages for past and future lost wages, medical expenses and pain and
      suffering. Although no punitive damages were assessed, GCCO's insurance carriers
      have denied coverage for this judgment.

     

    On
      June
      23, 2005, GCCO filed several post-trial motions seeking reconsideration by
      the
      trial court as well as a reduction in the amount of the judgment. These
      post-trial motions were heard in September 2005 and were denied in March 2006.
      We will pursue an appeal of the judgment. We anticipate that the appeal process
      will take between 12 and 18 months to complete. During the three months ended
      June 30, 2005, we recorded a provision of $9.3 million, which was estimated
      based on the amount of the judgment described above. The judgment will accrue
      interest until it is satisfied.

    


    After
      the
      verdict was issued, the plaintiff filed a motion seeking monetary sanctions
      against GCCO in the amount of $26.8 million (a multiple of the jury verdict)
      based on allegations that GCCO and/or its trial counsel improperly withheld
      and/or attempted to influence testimony in respect to the case. GCCO's
      opposition to the motion and the plaintiff's reply have been filed with the
      Court. We believe that the plaintiff has failed to submit any meaningful proof
      to support these allegations, that the motion is without merit and that it
      is
      highly unlikely that the motion will be granted. The judge decided after the
      sanctions motion was heard in September 2005 to reserve any decision and
      calendared the motion for a status check in March 2007.

     

    Silica

    


    GCCO
      is
      one of approximately 100 to 300 defendants in six active California Superior
      Court lawsuits, four of which were filed against Granite in 2005 and two were
      filed against Granite in 2006, in Alameda County (Riley
      vs. A-1 Aggregates, et al.; Molina vs A-1 Aggregates, et al.; Dominguez vs.
      A-1
      Aggregates, et al.; Cleveland vs. A. Teichert & Son.; Guido vs. A. Teichert
& Son, Inc.; and Williams vs. A. Teichert & Son, Inc.).
Each
      lawsuit was brought by a single plaintiff who is seeking money damages by way
      of
      various causes of action, including strict product and market share liability,
      alleges personal injuries caused by exposure to silica products and related
      materials during the plaintiffs' use or association with sand blasting or
      grinding concrete. The plaintiff in each lawsuit has categorized the defendants
      as equipment defendants, respirator defendants, premises defendants and sand
      defendants. We have been identified as a sand defendant, meaning a parry that
      manufactured, supplied or distributed silica-containing products. Our
      preliminary investigation revealed that we have not knowingly sold or
      distributed abrasive silica sand for sandblasting, and therefore, we believe
      the
      probability of these lawsuits resulting in an incurrence of a material liability
      is remote. We have been dismissed from seven other similar lawsuits, six of
      which were served in 2004 and one that was served in 2005. In addition, we
      have
      been apprised of two complaints that are based on similar allegations of
      exposure to silica containing products being filed, but not served, against
      GCCO
      and more than one hundred other defendants in California Superior Court. We
      are
      investigating the specific allegations against GCCO for these new
      complaints.

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    ANNEX
      A

    See
      attached.

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    GRANITE
      CONSTRUCTION INCORPORATED

    


    CERTIFICATE
      OF SECRETARY

     

     

    
      

    

    I,
      James
      M. Cady, Assistant Secretary of GRANITE CONSTRUCTION INCORPORATED, a Delaware
      corporation, do hereby certify that the following is a true and correct
      copy of resolutions duly adopted on May 22, 2006 at a regular meeting by the
      Board of
      Directors; that the Directors acting were duly and regularly elected; and that
      the resolutions adopted have not been modified or repealed and are still in
      full
      force and effect:

    


    


    AUTHORIZATION
      OF APPROVED CONTRACT SIGNERS AND ATTESTORS

    


    RESOLVED,
      that
      the
      below listed officers are authorized to execute documents and
      agreements in connection with the operations of the Company:


     

    
      	David
              H.
              Watts            	Chairman
              of the Board
	William
              G. Dorey	President
              and Chief Executive Officer
	Mark
              E. Boitano	Executive
              Vice President and Chief Operating Officer 
	William
              E. Barton	Senior Vice President, Chief Financial
              Officer, Corporate
              Compliance Officer and Assistant Secretary
	Michael
              F. Donnino	Senior
              Vice President and Manager, Heavy Construction
              Division and Assistant Secretary
	James
              H. Roberts	Senior
              Vice President, Branch Division Manager and
              Assistant Secretary
	Michael
              Futch	Vice
              President, General Counsel and Secretary
	Roxane
              C. Allbritton	Vice President, Treasurer, Assistant
              Financial Officer and
              Assistant Secretary
	Darryl
              W. Goodson	Vice
              President, Heavy Construction Division Assistant Manager and Assistant
              Secretary 
	Brian
              C. Kaub	Vice
              President, Assistant Manager, Heavy Construction
              Division & Assistant Secretary
	Randy
              J. Kremer	Vice
              President, Branch Division Manager of Construction
              Materials and Assistant Secretary
	John
              A. Franich	Vice
              President, Branch Division Manager of Construction &
              Assistant Secretary
	Mary
              G. McCann-Jenni	Vice
              President, Assistant Financial Officer, Controller and
              Assistant Secretary 
	David
              R. Grazian	Director
              of Corporate Taxation and Assistant Secretary
	Jigisha
              Desai	Assistant
              Treasurer and Assistant Secretary


    

     

    RESOLVED
      FURTHER, that
      the
      authority provided herein is subject to the limits of corporate authority
      previously approved. 

     

    
      
        
        

      

      
        
          Page
            1 of
            2

        

        
          

        

      

      
        
        

      

    

    



    RESOLVED
      FURTHER, that
      the
      below listed officers are authorized to attest
      documents and agreements in connection with the operations of the
      Company:

    


    
      	William
              G. Dorey	President
              and Chief Executive Officer
	Mark
              E. Boitano	Executive
              Vice President and Chief Operating Officer 
	William
              E. Barton	Senior Vice President, Chief Financial
              Officer, Corporate
              Compliance Officer and Assistant Secretary
	Michael
              F. Donnino	Senior
              Vice President and Manager, Heavy Construction
              Division and Assistant Secretary
	James
              H. Roberts	Senior
              Vice President, Branch Division Manager and
              Assistant Secretary
	Michael
              Futch	Vice
              President, General Counsel and Secretary
	Roxane
              C. Allbritton	Vice President, Treasurer, Assistant
              Financial Officer and
              Assistant Secretary
	Darryl
              W. Goodson	Vice
              President, Heavy Construction Division Assistant Manager and Assistant
              Secretary 
	Brian
              C. Kaub	Vice
              President, Assistant Manager, Heavy Construction
              Division & Assistant Secretary
	Randy
              J. Kremer	Vice
              President, Branch Division Manager of Construction
              Materials and Assistant Secretary
	John
              A. Franich	Vice
              President, Branch Division Manager of Construction &
              Assistant Secretary
	Mary
              G. McCann-Jenni	Vice
              President, Assistant Financial Officer, Controller and
              Assistant Secretary 
	David
              R. Grazian	Director
              of Corporate Taxation and Assistant Secretary
	Jigisha
              Desai	Assistant
              Treasurer and Assistant Secretary
	James
              M. Cady	Assistant
              General Counsel and Assistant Secretary 
	Kenneth
              M. Smith	Heavy
              Construction Division Counsel and Assistant Secretary 
	Richard
              A. Watts	Branch
              Division Counsel and Assistant
              Secretary 


    

     

    Dated:
      June 20, 2006

     

    


    /s/
      James M. Cady   

    James
      M.
      Cady

     

    
      
        
        

      

      
        Page
          2 of
          2

        
          

        

      

      
        
        

      

    

    


    GRANITE
      CONSTRUCTION INCORPORATED

    


    CERTIFICATE
      OF ASSISTANT SECRETARY

     

       

        
          

        

      

    

    


    I,
      James
      M. Cady, Assistant Secretary of GRANITE CONSTRUCTION INCORPORATED,
      a Delaware corporation (the "Company), do hereby certify that the
      following
      is a
      true and correct copy of resolutions duly adopted at the Board of Directors
      meeting held on May 22, 2006; that the meeting was legally held; that the
      Directors acting were duly and regularly elected; and that the resolutions
      adopted at said meeting have not been modified or repealed and are still in
      full
      force and effect:

    


    AUTHORIZATION
      OF APPROVED BORROWERS

    


    RESOLVED,
      that
      effective May 22, 2006, the below listed individuals are authorized borrowers
      on
      behalf of the Company:

     

    
      	
              William
                G. Dorey

            	
              President
                and Chief Executive Officer

            
	
              Mark
                E. Boitano

            	
              Executive
                Vice President and Chief Operating Officer

            
	
              William
                E. Barton

            	
              Senior
                Vice President, Chief Financial Officer, Corporate Compliance Officer
                and
                Assistant Secretary

            
	
              Michael
                F. Donnino

            	
              Senior
                Vice President, Heavy Construction Division Manager and Assistant
                Secretary

            
	
              James
                H. Roberts

            	
              Senior
                Vice President, Branch Division Manager and Assistant
                Secretary

            
	
              Roxane
                C. Allbritton

            	
              Vice
                President, Treasurer, Assistant Financial Officer and Assistant
                Secretary

            
	
              Darryl
                W. Goodson

            	
              Vice
                President, Heavy Construction Division Assistant Manager and Assistant
                Secretary

            
	
              Brian
                C. Kaub

            	
              Vice
                President, Heavy Construction Division Assistant Manager and Assistant
                Secretary

            
	
              Randy
                J. Kremer

            	
              Vice
                President, Branch Division Manager of Construction Materials and
                Assistant
                Secretary

            
	
              John
                A. Franich

            	
              Vice
                President, Branch Division Manager of Construction and Assistant
                Secretary

            
	
              Mary
                G. McCann-Jenni

            	
              Vice
                President, Assistant Financial Officer, Controller and Assistant
                Secretary

            
	
              Brian
                R. Dowd

            	
              Vice
                President, Director of Human Resources and Assistant
                Secretary

            
	
              David
                R. Grazian

            	
              Director
                of Corporate Taxation and Assistant Secretary

            
	
              Jigisha
                Desai

            	
              Assistant
                Treasurer and Assistant Secretary

            


    

     

    
      
        
          
          

        

        
          
            Page
              1 of
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    RESOLVED
      FURTHER,
      that any
      instrument required for borrowing on behalf of the Company shall require two
      (2)
      signatures, of which one (1) will be from the Finance Department.

    


    AUTHORIZATION
      OF APPROVED CHECK SIGNERS

    


    RESOLVED,
      that
      the below listed individuals are authorized to sign checks and drafts drawn
      on
      the Company’s accounts, and that two such signatures are required on each check
      or draft so drawn:

    


    
      	
              William
                G. Dorey

            	
              President
                and Chief Executive Officer

            
	
              Mark
                E. Boitano

            	
              Executive
                Vice President and Chief Operating Officer

            
	
              William
                E. Barton

            	
              Senior
                Vice President, Chief Financial Officer, Corporate Compliance Officer
                and
                Assistant Secretary

            
	
              Michael
                F. Donnino

            	
              Senior
                Vice President, Heavy Construction Division Manager and Assistant
                Secretary

            
	
              James
                H. Roberts

            	
              Senior
                Vice President, Branch Division Manager and Assistant
                Secretary

            
	
              Darryl
                W. Goodson

            	
              Vice
                President, Heavy Construction Division Assistant Manager and Assistant
                Secretary

            
	
              Brian
                C. Kaub

            	
              Vice
                President, Heavy Construction Division Assistant Manager, and Assistant
                Secretary

            
	
              Randy
                J. Kremer

            	
              Vice
                President, Branch Division Manager of Construction Materials and
                Assistant
                Secretary

            
	
              John
                A. Franich

            	
              Vice
                President, Branch Division Manager of Construction and Assistant
                Secretary

            
	
              Mary
                G. McCann-Jenni

            	
              Vice
                President, Assistant Financial Officer, Controller and Assistant
                Secretary

            
	
              David
                R. Grazian

            	
              Director
                of Corporate Taxation and Assistant Secretary

            
	
              Alan
                W. Ramsay

            	
              Assistant
                Controller

            


    

    


    Dated: June
      20,
      2006      

     

    
      /s/
        James M. Cady   

      James
        M.
        Cady

    

    

      
        
          
          

        

        
          
            Page
              2 of
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    INCUMBENCY
      CERTIFICATE

    GRANITE
      CONSTRUCTION INCORPORATED

    


    I,
      James
      M. Cady, the duly appointed and acting Assistant Secretary of GRANITE
      CONSTRUCTION INCORPORATED (the "Company"), do hereby certify in connection
      with
      the Credit Agreement dated as June 24, 2005 by and among Granite Construction
      Incorporated, as Borrower, the Lenders party thereto from time to time and
      Bank
      of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender
      (the
      "Credit Agreement") (as amended, restated, supplemented or other modified),
      that
      set forth below are the names and the respective
      offices and the true and genuine specimen signatures of the duly elected,
      qualified and
      acting
      Responsible Officers of the Company authorized to execute and deliver on behalf
      of the Company all Loan Documents to which the Company is party, and all other
      documents necessary or appropriate to consummate the transactions contemplated
      therein or in the Credit Agreement and the Loan Documents:

     

    
      	
              Name

            	
              Office

            	
              Signature

            
	 Jigisha
              Desai	
              Assistant
                Treasurer and Assistant
                Secretary

            	 /s/
              Jigisha Desai  
	 	 	 
	 Brian
              Robert Dowd    	VP,
              Human Resources and Assistant Secretary 	 /s/
              Brian Dowd


    

     

    All
      capitalized terms used herein, unless otherwise defined herein, shall have
      the
      meanings therefor set forth in the Credit Agreement.

    


    IN
      WITNESS WHEREOF, I have hereunto set my hand this 22nd
      day of
      June, 2006.

    


    


    /s/
      James M. Cady  

    James
      M.
      Cady 

    Assistant
      Secretary