exv10w1



 





Exhibit 10.1




AMENDMENT NO. 2 TO CREDIT AGREEMENT




     This AMENDMENT NO. 2 TO CREDIT AGREEMENT dated as of December 7, 2007 (this “Amendment”) is
among GRANITE CONSTRUCTION INCORPORATED, a Delaware corporation (the “Borrower”), each of the
Guarantors listed on the signature pages hereto (the “Guarantors”), BANK OF AMERICA, N.A., in its
capacity as administrative agent under the Credit Agreement described below (in such capacity, the
“Administrative Agent”), and each of the Lenders signatory hereto.



WITNESSETH:




     WHEREAS, the Borrower, the Administrative Agent and the Lenders have entered into a Credit
Agreement dated as of June 24, 2005 (as amended by Amendment No. 1 to Credit Agreement dated as of
June 23, 2006, the “Credit Agreement”; capitalized terms used in this Amendment not otherwise
defined herein 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;



     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 Amendment;



     NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree as follows:



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




     (a) The existing definition of “Project Debt” is deleted from Section 1.01 and
the following new definition is inserted in lieu thereof in the appropriate alphabetical
position therein:




     “Project Debt” means, in respect of any GLC Venture (the “obligor”),
any Indebtedness of such obligor incurred in the Ordinary Course of Business of
such obligor and of the Borrower and its Restricted Subsidiaries, secured by a Lien
on assets of such obligor, but as to which there is no general recourse to the
Borrower or any Restricted Subsidiary except against such obligor (i) for breach of
customary representations and warranties, or (ii) to the extent such obligor is a
limited liability company, corporation, limited partnership or other entity as to
which neither the Borrower nor any Subsidiary (other than obligor) is, directly or
indirectly (at law, through any Guaranty Obligation or otherwise), liable to pay
the debts of such obligor.



 









 






     (b) The following new definition is inserted in Section 1.01 in the appropriate
alphabetical position therein:




     “2007 Note Agreement” means that certain Note Purchase Agreement to be dated
on or about December ___, 2007, among the Borrower, the purchasers of the Borrower’s
Series 2007-A Senior Notes party thereto, and the purchasers of additional notes from
time to time party thereto.




     (c) The reference to “$50,000,000” is deleted where it appears in clause (g) of
Section 7.02 and a reference to “$75,000,000” is inserted in lieu thereof.




     (d) The reference to “$150,000,000” is deleted where it appears in clause (h) of Section
7.02 and a reference to “$225,000,000” is inserted in lieu thereof.




     (e) Clause (h) of Section 7.03 is deleted in its entirety and the following is
inserted in lieu thereof:




     (h) Indebtedness (other than Guaranty Obligations as to which an Unrestricted
Subsidiary is the primary obligor and other than Indebtedness incurred for the benefit of
an Unrestricted Subsidiary), comprised solely of (i) the outstanding principal amount of
obligations, whether current or long-term, for borrowed money and all obligations
evidenced by bonds (other than performance, surety and appeal bonds), debentures, notes,
loan agreements or other similar instruments, (ii) Attributable Indebtedness in respect
of capital leases and Synthetic Lease Obligations, (iii) Indebtedness under the 2007 Note
Agreement, or (iv) without duplication, Guaranty Obligations (other than Guaranty
Obligations as to which an Unrestricted Subsidiary is the primary obligor) with respect
to Indebtedness of the types specified in the immediately preceding clauses (i), (ii) and
(iii); provided that, (x) the aggregate principal amount of outstanding
Indebtedness of the types permitted by the immediately preceding clauses (i) and (ii)
shall not exceed $100,000,000 at any time; (y) the aggregate principal amount of
outstanding Indebtedness of the types permitted by the immediately preceding clauses (i),
(ii) and (iii) shall not exceed $300,000,000 at any time; and (z) no such Indebtedness
shall be permitted under this clause (h) if such Indebtedness represents Indebtedness of
any co-joint venturer in any Joint Venture, to which the Borrower or any Subsidiary is a
party, that is assumed by the Borrower or any Subsidiary, if such Indebtedness was not
originally incurred by such co-joint venturer in connection with (and relate solely to)
the subject Joint Venture; and




     (f)
The reference to “5%” is deleted where it appears in clause (g) of Section 7.05
and a reference to “10%” is inserted in lieu thereof.




     (g) The reference to “$50,000,000” is deleted where it appears in clause (e) of
Section 7.07 and a reference to “$250,000,000” is inserted in lieu thereof.



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     (h) Section 7.11(c) is amended by inserting “the 2007 Note Agreement or”
immediately before the words “any note purchase agreement” in the second line of clause
(iii).




     (i) Section 7.12 is deleted in its entirety and the following is inserted in
lieu thereof:




     7.12 Use of Proceeds. Use the proceeds of any Credit Extension, whether
directly or indirectly, and whether immediately, incidentally or ultimately, (a)
to purchase or carry margin stock (within the meaning of Regulation U of the FRB),
to extend credit to others for the purpose of purchasing or carrying margin stock
or to refund indebtedness originally incurred for such purpose, or to acquire any
security in any transaction that is subject to Section 13 or 14 of the Exchange
Act if, following the application of the proceeds of such Credit Extension, more
than 25% of the value of the assets (either of the Borrower only or of the
Borrower and its Subsidiaries on a consolidated basis) subject to the provisions
of Section 7.01 or Section 7.05 or subject to any restriction
contained in any agreement or instrument within the scope of Section
8.01(e) will be margin stock, or (b) for the benefit of an Unrestricted
Subsidiary.




     (j) Section 7.13(a) is deleted in its entirety and the following is inserted
in lieu thereof:




     (a) Consolidated Tangible Net Worth. Permit Consolidated Tangible Net
Worth at any time to be less than the sum of (a) $510,000,000 plus (b) an
amount equal to 50% of the Consolidated Net Income earned in each fiscal quarter
ending after December 31, 2007 (with no deduction for a net loss in any such fiscal
quarter) plus (c) an amount equal to 50% of the aggregate increases in
Consolidated Stockholders’ Equity after December 31, 2007 by reason of the issuance
and sale of capital stock of the Borrower.



     2. Effectiveness; Conditions Precedent. The effectiveness of this Amendment 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) one or more counterparts of this Amendment, duly executed by Borrower,
each of the Guarantors, the Administrative Agent, and Lenders constituting Required
Lenders; and




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



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     (b) all other fees and expenses payable to the Administrative Agent (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 Amendment
and the amendments contemplated hereby) and the enforceability of such Guaranty against such
Guarantor in accordance with its terms.



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




     (a) The representations and warranties made by each Loan Party 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 Amendment
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 party to a Guaranty as a
Guarantor;




     (d) This Amendment has been duly authorized, executed and delivered by the Borrower
and Guarantors party 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; and




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



     5. Entire Agreement. This Amendment, 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



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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 Amendment 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. 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 Amendment 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 Amendment by facsimile or
electronic format (including .pdf) shall be effective as delivery of a manually executed counterpart of this Amendment.



     8. Governing Law. This Amendment shall in all respects be governed by, and construed
in accordance with, the laws of the State of California, 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 Amendment 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 Amendment 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.]





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



	 	 	 	 	 
	 	BORROWER:


GRANITE CONSTRUCTION INCORPORATED

 	 
	 	By:  	/s/ William G. Dorey
 	 
	 	 	William G. Dorey     	 
	 	 	President 	 
	 
	 	 	 
	 	By:  	          /s/ William E. Barton
 	 
	 	 	William E. Barton 	 
	 	 	Sr. Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GUARANTORS:


GRANITE CONSTRUCTION COMPANY

 	 
	 	By:  	/s/ William G. Dorey
 	 
	 	 	William G. Dorey 	 
	 	 	President 	 
	 
	 	 	 
	 	By:  	      /s/ William E. Barton
 	 
	 	 	William E. Barton 	 
	 	 	Sr. Vice President 	 
	 



	 	 	 	 	 
	 	GRANITE LAND COMPANY

 	 
	 	By:  	/s/ Scott D. Wolcott
 	 
	 	 	Scott D. Wolcott 	 
	 	 	President 	 
	 
	 	 	 
	 	By:  	      /s/ William E. Barton
 	 
	 	 	William E. Barton  	 
	 	 	Sr. Vice President 	 
	 



	 	 	 	 	 
	 	INTERMOUNTAIN SLURRY SEAL, INC.

 	 
	 	By:  	/s/ Tracy  Coppinger
 	 
	 	 	Tracy  Coppinger 	 
	 	 	President 	 
	 
	 	 	 
	 	By:  	      /s/ David J. Brunton
 	 
	 	 	David J. Brunton 	 
	 	 	Treasurer 	 
	 



Amendment No. 2 to Credit Agreement

Granite Construction Incorporated

Signature Pages





 











 





	 	 	 	 	 
	 	POZZOLAN PRODUCTS COMPANY (P.P.C.)

 	 
	 	By:  	/s/ Tracy Coppinger 
 	 
	 	 	Tracy Coppinger  	 
	 	 	President 	 
	 
	 	 	 
	 	By:  	      /s/ David J. Brunton
 	 
	 	 	David J. Brunton 	 
	 	 	Treasurer & Secretary 	 
	 



	 	 	 	 	 
	 	GILC INCORPORATED

 	 
	 	By:  	/s/ William E. Barton
 	 
	 	 	William E. Barton 	 
	 	 	President 	 
	 
	 	 	 
	 	By:  	
/s/ Jigisha Desai
 	 
	 	 	Jigisha Desai 	 
	 	 	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	GRANITE CONSTRUCTION NORTHEAST, INC.

 	 
	 	By:  	/s/ William G. Dorey
 	 
	 	 	William G. Dorey 	 
	 	 	President 	 
	 
	 	 	 
	 	By:  	      /s/ William E. Barton 
 	 
	 	 	William E. Barton  	 
	 	 	Sr. Vice President 	 
	 



Amendment No. 2 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. 2 to Credit Agreement

Granite Construction Incorporated

Signature Pages




 









 








	 	 	 	 	 
	 	LENDERS:


BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Robert W. Troutman
 	 
	 	 	Name:  	Robert W. Troutman 	 
	 	 	Title:  	Managing Director 	 
	 



Amendment No. 2 to Credit Agreement

Granite Construction Incorporated

Signature Pages





 









 





	 	 	 	 	 
	 	BNP PARIBAS

 	 
	 	By:  	/s/ Jamie Dillon
 	 
	 	 	Name:  	Jamie Dillon 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	     /s/ Sandy Bertram
 	 
	 	 	Name:  	Sandy Bertram 	 
	 	 	Title:  	Vice President 	 
	 



Amendment No. 2 to Credit Agreement

Granite Construction Incorporated

Signature Pages






 









 








	 	 	 	 	 
	 	HARRIS N.A.

 	 
	 	By:  	/s/ David Mistic
 	 
	 	 	Name:  	David Mistic 	 
	 	 	Title:  	Vice President 	 
	 



Amendment No. 2 to Credit Agreement

Granite Construction Incorporated

Signature Pages






 









 








	 	 	 	 	 
	 	UNION BANK OF CALIFORNIA, N.A.

 	 
	 	By:  	/s/ Charles Thor
 	 
	 	 	Name:  	Charles Thor 	 
	 	 	Title:  	Credit Officer 	 
	 



Amendment No. 2 to Credit Agreement

Granite Construction Incorporated

Signature Pages






 









 








	 	 	 	 	 
	 	U.S. BANK, N.A.

 	 
	 	By:  	/s/ Nicholas Berg
 	 
	 	 	Name:  	Nicholas Berg 	 
	 	 	Title:  	Portfolio Manager 	 
	 



Amendment No. 2 to Credit Agreement

Granite Construction Incorporated

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	 	COMERICA BANK

 	 
	 	By:  	/s/ Steve Clear
 	 
	 	 	Name:  	Steve Clear 	 
	 	 	Title:  	AVP 	 
	 



Amendment No. 2 to Credit Agreement

Granite Construction Incorporated

Signature Pages