AMENDMENT NO. 1 TO CREDIT AGREEMENT
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/
Xxxxxxx X. Xxxxx
Xxxxxxx
X. Xxxxx
President
& Chief Executive Officer
By: /s/
Xxxxxxx X. Xxxxxx
Xxxxxxx
X. Xxxxxx
Xx.
Vice
President & Chief Financial Officer
GUARANTORS:
GRANITE
CONSTRUCTION COMPANY
a
California corporation
By: /s/
Xxxxxxx X. Xxxxx
Xxxxxxx
X. Xxxxx
President
& Chief Executive Officer
By: /s/
Xxxxxxx X. Xxxxxx
Xxxxxxx
X. Xxxxxx
Xx.
Vice
President & Chief Financial Officer
GRANITE
LAND COMPANY
a
California corporation
By: /s/
Xxxxx X. Xxxxxxx
Xxxxx
X.
Xxxxxxx
President
By: /s/
Xxxxxxx X. Xxxxxx
Xxxxxxx
X. Xxxxxx
Senior
Vice President
INTERMOUNTAIN
SLURRY SEAL, INC.
a
Wyoming
corporation
By: /s/
Xxxxx X. Xxxx
Xxxxx
X.
Xxxx
President
& Chief Executive Officer
By: /s/
Xxxxx X. Xxxxxxx
Xxxxx
X.
Xxxxxxx
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/
Xxxxx X. Xxxx
Xxxxx
X.
Xxxx
President
& Chief Executive Officer
By: /s/
Xxxxx X. Xxxxxxx
Xxxxx
X.
Xxxxxxx
Chief
Financial Officer & Treasurer
GILC,
LP
a
California limited partnership
By:
GILC
INCORPORATED, its
general partner
By: /s/
Xxxxxxx X. Xxxxxx
Xxxxxxx
X. Xxxxxx
President
& Chief Executive Officer
By: /s/
XX
Xxxxxxxxxx
Xxxxxx
X.
Xxxxxxxxxx
Vice
President & Chief Financial Officer
GRANITE
CONSTRUCTION NORTHEAST, INC.
a
New
York corporation
By: /s/
Xxxxxxx X. Xxxxx
Xxxxxxx
X. Xxxxx
President
& Chief Executive Officer
By: /s/
Xxxxxxx X. Xxxxxx
Xxxxxxx
X. Xxxxxx
Xx.
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/
Xxxxxx X. Xxxxxx
Name: Xxxxxx
X.
Xxxxxx
Title: Assistant
Vice President
Amendment
No. 1 to Credit Agreement
Granite
Construction Incorporated
Signature
Pages
LENDERS:
BANK
OF AMERICA, N.A.
By: /s/
XX
Xxxxxxxx
Name: Xxxxxx
X.
Xxxxxxxx
Title: Managing
Director
Amendment
No. 1 to Credit Agreement
Granite
Construction Incorporated
Signature
Page
BNP
PARIBAS.
By: /s/
XX
Xxxxxx
Name: Pierre-Xxxxxxxx
Xxxxxx
Title: Managing
Director
By: /s/
Xxxxx Xxxxxx
Name: Xxxxx
Xxxxxx
Title: Managing
Director
Amendment
No. 1 to Credit Agreement
Granite
Construction Incorporated
Signature
Page
XXXXXX
X.X.
By: /s/
Xxxxxxxx Xxxxxx
Name: Xxxxxxxx
Xxxxxx
Title: Vice
President
Amendment
No. 1 to Credit Agreement
Granite
Construction Incorporated
Signature
Page
U.S.
BANK, N.A.
By: /s/
R.Xxxxxxx Xxx
Name: R.Xxxxxxx
Xxx
Title: Senior
Vice President
Amendment
No. 1 to Credit Agreement
Granite
Construction Incorporated
Signature
Page
COMERICA
BANK
By: /s/
Xxx X. Xxxxxxx
Name: Xxx
X.
Xxxxxxx
Title: Assistant
Vice President
Amendment
No. 1 to Credit Agreement
Granite
Construction Incorporated
Signature
Page
UNION
BANK OF CALIFORNIA, N.A.
By: /s/
Xxxxx X. Xxxxxx
Name: Xxxxx
X.
Xxxxxx
Title: Senior
Vice President
Amendment
No. 1 to Credit Agreement
Granite
Construction Incorporated
Signature
Page
GRANITE
CONSTRUCTION INCORPORATED
Schedule
5.06
LITIGATION
Xxxxxxxx
A
$9.3
million judgment was entered in June 2005 against our wholly owned subsidiary
Granite Construction Company ("GCCO") by the District Court Xxxxx County,
Nevada, in an action entitled Xxxxxxxx
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 (Xxxxx
vs. A-1 Aggregates, et al.; Xxxxxx vs A-1 Aggregates, et al.; Xxxxxxxxx vs.
A-1
Aggregates, et al.; Cleveland vs. X. Xxxxxxxx & Son.; Guido vs. X. Xxxxxxxx
& Son, Inc.; and Xxxxxxxx vs. X. Xxxxxxxx & 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,
Xxxxx
X. Xxxx, 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:
| Xxxxx X. Xxxxx | Chairman of the Board |
| Xxxxxxx X. Xxxxx | President and Chief Executive Officer |
| Xxxx X. Xxxxxxx | Executive Vice President and Chief Operating Officer |
| Xxxxxxx X. Xxxxxx | Senior Vice President, Chief Financial Officer, Corporate Compliance Officer and Assistant Secretary |
| Xxxxxxx X. Xxxxxxx | Senior Vice President and Manager, Heavy Construction Division and Assistant Secretary |
| Xxxxx X. Xxxxxxx | Senior Vice President, Branch Division Manager and Assistant Secretary |
| Xxxxxxx Xxxxx | Vice President, General Counsel and Secretary |
| Xxxxxx X. Xxxxxxxxxx | Vice President, Treasurer, Assistant Financial Officer and Assistant Secretary |
| Xxxxxx X. Xxxxxxx | Vice President, Heavy Construction Division Assistant Manager and Assistant Secretary |
| Xxxxx X. Xxxx | Vice President, Assistant Manager, Heavy Construction Division & Assistant Secretary |
| Xxxxx X. Xxxxxx | Vice President, Branch Division Manager of Construction Materials and Assistant Secretary |
| Xxxx X. Xxxxxxx | Vice President, Branch Division Manager of Construction & Assistant Secretary |
| Xxxx X. XxXxxx-Jenni | Vice President, Assistant Financial Officer, Controller and Assistant Secretary |
| Xxxxx X. Xxxxxxx | Director of Corporate Taxation and Assistant Secretary |
| Xxxxxxx Xxxxx | 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:
| Xxxxxxx X. Xxxxx | President and Chief Executive Officer |
| Xxxx X. Xxxxxxx | Executive Vice President and Chief Operating Officer |
| Xxxxxxx X. Xxxxxx | Senior Vice President, Chief Financial Officer, Corporate Compliance Officer and Assistant Secretary |
| Xxxxxxx X. Xxxxxxx | Senior Vice President and Manager, Heavy Construction Division and Assistant Secretary |
| Xxxxx X. Xxxxxxx | Senior Vice President, Branch Division Manager and Assistant Secretary |
| Xxxxxxx Xxxxx | Vice President, General Counsel and Secretary |
| Xxxxxx X. Xxxxxxxxxx | Vice President, Treasurer, Assistant Financial Officer and Assistant Secretary |
| Xxxxxx X. Xxxxxxx | Vice President, Heavy Construction Division Assistant Manager and Assistant Secretary |
| Xxxxx X. Xxxx | Vice President, Assistant Manager, Heavy Construction Division & Assistant Secretary |
| Xxxxx X. Xxxxxx | Vice President, Branch Division Manager of Construction Materials and Assistant Secretary |
| Xxxx X. Xxxxxxx | Vice President, Branch Division Manager of Construction & Assistant Secretary |
| Xxxx X. XxXxxx-Jenni | Vice President, Assistant Financial Officer, Controller and Assistant Secretary |
| Xxxxx X. Xxxxxxx | Director of Corporate Taxation and Assistant Secretary |
| Xxxxxxx Xxxxx | Assistant Treasurer and Assistant Secretary |
| Xxxxx X. Xxxx | Assistant General Counsel and Assistant Secretary |
| Xxxxxxx X. Xxxxx | Heavy Construction Division Counsel and Assistant Secretary |
| Xxxxxxx X. Xxxxx | Branch Division Counsel and Assistant Secretary |
Dated:
June 20, 2006
/s/
Xxxxx X. Xxxx
Xxxxx
X.
Xxxx
Page
2 of
2
GRANITE
CONSTRUCTION INCORPORATED
CERTIFICATE
OF ASSISTANT SECRETARY
I,
Xxxxx
X. Xxxx, 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:
|
Xxxxxxx
X. Xxxxx
|
President
and Chief Executive Officer
|
|
Xxxx
X. Xxxxxxx
|
Executive
Vice President and Chief Operating Officer
|
|
Xxxxxxx
X. Xxxxxx
|
Senior
Vice President, Chief Financial Officer, Corporate Compliance Officer
and
Assistant Secretary
|
|
Xxxxxxx
X. Xxxxxxx
|
Senior
Vice President, Heavy Construction Division Manager and Assistant
Secretary
|
|
Xxxxx
X. Xxxxxxx
|
Senior
Vice President, Branch Division Manager and Assistant
Secretary
|
|
Xxxxxx
X. Xxxxxxxxxx
|
Vice
President, Treasurer, Assistant Financial Officer and Assistant
Secretary
|
|
Xxxxxx
X. Xxxxxxx
|
Vice
President, Heavy Construction Division Assistant Manager and Assistant
Secretary
|
|
Xxxxx
X. Xxxx
|
Vice
President, Heavy Construction Division Assistant Manager and Assistant
Secretary
|
|
Xxxxx
X. Xxxxxx
|
Vice
President, Branch Division Manager of Construction Materials and
Assistant
Secretary
|
|
Xxxx
X. Xxxxxxx
|
Vice
President, Branch Division Manager of Construction and Assistant
Secretary
|
|
Xxxx
X. XxXxxx-Xxxxx
|
Vice
President, Assistant Financial Officer, Controller and Assistant
Secretary
|
|
Xxxxx
X. Xxxx
|
Vice
President, Director of Human Resources and Assistant
Secretary
|
|
Xxxxx
X. Xxxxxxx
|
Director
of Corporate Taxation and Assistant Secretary
|
|
Xxxxxxx
Xxxxx
|
Assistant
Treasurer and Assistant Secretary
|
Page
1 of
2
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:
|
Xxxxxxx
X. Xxxxx
|
President
and Chief Executive Officer
|
|
Xxxx
X. Xxxxxxx
|
Executive
Vice President and Chief Operating Officer
|
|
Xxxxxxx
X. Xxxxxx
|
Senior
Vice President, Chief Financial Officer, Corporate Compliance Officer
and
Assistant Secretary
|
|
Xxxxxxx
X. Xxxxxxx
|
Senior
Vice President, Heavy Construction Division Manager and Assistant
Secretary
|
|
Xxxxx
X. Xxxxxxx
|
Senior
Vice President, Branch Division Manager and Assistant
Secretary
|
|
Xxxxxx
X. Xxxxxxx
|
Vice
President, Heavy Construction Division Assistant Manager and Assistant
Secretary
|
|
Xxxxx
X. Xxxx
|
Vice
President, Heavy Construction Division Assistant Manager, and Assistant
Secretary
|
|
Xxxxx
X. Xxxxxx
|
Vice
President, Branch Division Manager of Construction Materials and
Assistant
Secretary
|
|
Xxxx
X. Xxxxxxx
|
Vice
President, Branch Division Manager of Construction and Assistant
Secretary
|
|
Xxxx
X. XxXxxx-Jenni
|
Vice
President, Assistant Financial Officer, Controller and Assistant
Secretary
|
|
Xxxxx
X. Xxxxxxx
|
Director
of Corporate Taxation and Assistant Secretary
|
|
Xxxx
X. Xxxxxx
|
Assistant
Controller
|
Dated: June
20,
2006
/s/
Xxxxx X. Xxxx
Xxxxx
X.
Xxxx
Page
2 of
2
INCUMBENCY
CERTIFICATE
GRANITE
CONSTRUCTION INCORPORATED
I,
Xxxxx
X. Xxxx, 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
|
| Xxxxxxx Xxxxx |
Assistant
Treasurer and Assistant
Secretary
|
/s/ Xxxxxxx Xxxxx |
| Xxxxx Xxxxxx Xxxx | VP, Human Resources and Assistant Secretary | /s/ Xxxxx Xxxx |
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/
Xxxxx X. Xxxx
Xxxxx
X.
Xxxx
Assistant
Secretary
