EXHIBIT 10.3
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GRANITE CONSTRUCTION INCORPORATED
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FIRST AMENDMENT
Dated as of June 15, 2003
to
AMENDED AND RESTATED NOTE PURCHASE AGREEMENT
Dated as of November 1, 2001
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Re: $60,000,000 6.54% Senior Notes due March 15, 2010
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FIRST AMENDMENT TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT
THIS FIRST AMENDMENT dated as of June 15, 2003 (the or this "First
Amendment") to that certain Amended and Restated Note Purchase Agreement dated
as of November 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 Amended and Restated Note Purchase Agreement dated as
of November 1, 2001 (the "Note Purchase Agreement"). The Company has heretofore
issued $60,000,000 aggregate principal amount of its 6.54% Senior Notes due
March 15, 2010 (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)(I) 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, ▇▇▇▇▇▇ shall not be required to execute
a supplement to the Guaranty Agreement or otherwise Guaranty the Notes
until the earliest to occur of: (A) ▇▇▇▇▇▇ becoming an obligor or
guarantor of any Debt existing under the Bank Credit Agreement, (B)(I)
the total net revenues of ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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) ▇▇▇▇▇▇ 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:
""▇▇▇▇▇▇" shall mean ▇▇▇▇▇▇ 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.l(c);
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(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
(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) ▇▇▇▇▇▇ 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
▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇, 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.
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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 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.]
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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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Financial Officer
SIGNATURE PAGE TO THE
FIRST AMENDMENT TO ▇▇▇
▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ AGREEMENT
Accepted and Agreed to:
ALLSTATE LIFE INSURANCE COMPANY
By __________________________
Name:
By___________________________
Name:
Authorized Signatories
UNITED OF OMAHA LIFE INSURANCE COMPANY
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Its Vice President
MUTUAL OF OMAHA INSURANCE COMPANY
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Its Vice President
COMPANION LIFE INSURANCE COMPANY
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Authorized Signer
SIGNATURE PAGE TO THE
FIRST AMENDMENT TO THE
MARCH 1, 1998 NOTE PURCHASE AGREEMENT
NATIONWIDE LIFE INSURANCE COMPANY
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
THRIVENT FINANCIAL FOR LUTHERANS,
successor by merger to Lutheran Brotherhood
By _________________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
TITLE: Portfolio Manager
AMERICAN UNITED LIFE INSURANCE COMPANY
By _________________________________________
Its
SIGNATURE PAGE TO THE
FIRST AMENDMENT TO THE
MARCH 1, 1998 NOTE PURCHASE AGREEMENT
NATIONWIDE LIFE INSURANCE COMPANY
By_______________________________________
Name:
Title:
THRIVENT FINANCIAL FOR LUTHERANS,
successor by merger to Lutheran Brotherhood
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Portfolio Manager
AMERICAN UNITED LIFE INSURANCE COMPANY
By_________________________________________
Its
SIGNATURE PAGE TO THE
FIRST AMENDMENT TO THE
MARCH 1, 1998 NOTE PURCHASE AGREEMENT
Accepted and Agreed to:
ALLSTATE LIFE INSURANCE COMPANY
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Authorized Signatories
UNITED OF OMAHA LIFE INSURANCE COMPANY
By ______________________________________
Its
MUTUAL OF OMAHA INSURANCE COMPANY
By ______________________________________
Its
COMPANION LIFE INSURANCE COMPANY
By_______________________________________
Name:
Title:
SIGNATURE PAGE TO THE
FIRST AMENDMENT TO THE
MARCH 1, 1998 NOTE PURCHASE AGREEMENT
NATIONWIDE LIFE INSURANCE COMPANY
By_______________________________________
Name:
Title:
THRIVENT FINANCIAL FOR LUTHERANS,
successor by merger to Lutheran Brotherhood
By __________________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Portfolio Manager
AMERICAN UNITED LIFE INSURANCE COMPANY
By /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Its ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
VP PRIVATE PLACEMENTS
SIGNATURE PAGE TO THE
FIRST AMENDMENT TO THE
MARCH 1, 1998 NOTE PURCHASE AGREEMENT
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 March 1, 1998 given in favor of each Noteholder and their respective
successors and assigns:
GRANITE CONSTRUCTION COMPANY
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President
BY /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Financial Officer
GRANITE LAND COMPANY
BY /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President, Granite Construction Incorporated
GRANITE HALMAR CONSTRUCTION COMPANY,
INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Financial Officer
SIGNATURE PAGE TO THE
REAFFIRMATION OF GUARANTY TO ▇▇▇
▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ AGREEMENT
INTERMOUNTAIN SLURRY SEAL, INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chief Financial Officer
POZZOLAN PRODUCTS COMPANY (P.P.C.)
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chief Financial Officer
GILC, L.P.
By: GILC Incorporated, its sole General
Partner
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Executive Officer
By /s/ ▇.▇. ▇▇▇▇▇▇▇▇▇▇
---------------------------------
▇.▇. ▇▇▇▇▇▇▇▇▇▇
Chief Financial Officer
SIGNATURE PAGE TO THE
REAFFIRMATION OF GUARANTY TO ▇▇▇
▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ AGREEMENT
FEE SCHEDULE
Allstate Life Insurance Company $ 8,555.56
United of Omaha Life Insurance Company $ 3,888.89
Mutual of Omaha Insurance Company $ 1,944.45
Companion Life Insurance Company $ 777.78
Nationwide Life Insurance Company $ 3,111.11
American United Life Insurance Company $ 1,944.45
Thrivent Financial For Lutherans $ 3,111.11
Total: $23,333.33
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 ▇▇▇▇▇▇ 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
(l)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 ▇▇▇▇▇▇ Construction Company ("▇▇▇▇▇▇") Washington C Corp GCCo 60.04% investor
1 ▇▇▇▇▇▇ Realty Washington C Corp ▇▇▇▇▇▇ 100.00% investor
1 Wilder Washington Washington C Corp ▇▇▇▇▇▇ 100.00% investor
2 ▇▇▇▇▇ Aggregate Partnership Washington General Partnership ▇▇▇▇▇▇ 50.00% GP
2 ▇▇▇▇▇ Aggregate Company Washington General Partnership ▇▇▇▇▇▇ 50.00% GP
1 HLA / ▇▇▇▇▇▇, a Joint Venture Washington Construction Joint Venture ▇▇▇▇▇▇ 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-▇▇▇▇▇, a Joint Venture Arizona Construction Joint Venture GCCo 65.00% sponsor
1 Granite-Frontier ▇▇▇▇▇▇, a Joint Venture Arkansas Construction Joint Venture GCCo 82.00% sponsor
2 Granite-▇▇▇▇▇▇, 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 ▇▇ ▇▇▇▇▇▇, a Joint Venture Florida Construction Joint Venture GCCo 60.00% sponsor
1 Granite-▇▇▇▇▇, 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 ▇▇▇▇▇▇▇-Granite, a Joint Venture California Construction Joint Venture GCCo 40.00% partner
▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇, a Joint Venture New York Construction Joint Venture GHCCo 100.00% partner
1 Granite Halmar/▇▇▇▇▇▇▇▇▇, 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 ▇▇▇▇▇▇▇▇▇/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
▇ ▇▇▇▇ ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇ ▇▇ 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
▇▇▇▇▇ ▇. ▇▇▇▇▇ - Chairman of the ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ - Director
Board & CEO
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ - Director ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ - Director
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ - Director ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ - Director
▇▇▇▇▇ ▇▇▇▇▇▇ - Director J. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ - Director
▇▇▇▇▇ ▇. ▇▇▇▇▇ - Director ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ - Director
SENIOR OFFICERS
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ - President & COO
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ - Executive Vice President & Branch Division Manager
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ - Senior Vice President & Heavy Construction Division
Manager
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ - Senior Vice President & CFO
▇.▇. ▇▇▇▇▇▇▇▇▇▇ - Vice President & Treasurer
▇▇▇▇▇▇▇ ▇▇▇▇▇ - Vice President, Secretary & General Counsel
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ - Vice President & Heavy Construction Division Asstistant
Manager
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ - Vice President & Branch Division Assistant Manager
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ - 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 ▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇ False Calims Act arising from I-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
Due 03/15/10 Refinance debt & general corporate
purposes 6.54% 03/15/10 46,666,668
Granite Construction Incorporated Private Placement
Due 05/01/13 Refinance debt & general corporate
purposes 6.96% 05/01/13 75,000,000
Granite Construction Incorporated Lenders under
existing Bank
Credit Agreement Self insured Worker's Compensation 100.0 bps 04/30/02 1,293,390
Granite Construction Company Bank of America
Letter of Credit City of ▇▇▇▇▇▇▇▇▇ Performance
Guarantee 32.5 bps 02/04/04 200,000
▇▇▇▇▇▇ Construction Company (1) ▇▇▇▇▇▇▇▇ Promisory Note - stock repurchase prime 05/16/07 180,997
▇▇▇▇▇▇ Construction Company (1) Hesell Promisory Note - stock repurchase prime 03/15/10 2,607,761
▇▇▇▇▇▇ Construction Company (1) ▇▇▇▇ Promisory Note - stock repurchase prime 04/29/05 2,588,757
▇▇▇▇▇▇ Construction Company (1) ▇▇▇▇▇▇ Promisory Note - stock repurchase prime 12/20/07 104,317
▇▇▇▇▇▇ Construction Company (1) Gent Promisory Note - stock repurchase prime 12/20/07 948,333
▇▇▇▇▇▇ Construction Company (1) Jonasson Promisory Note - stock repurchase prime 12/20/07 569,000
▇▇▇▇▇▇ Construction Company (1) ▇▇▇▇▇▇▇▇▇▇ Promisory Note - stock repurchase prime 12/20/07 246,567
▇▇▇▇▇▇ Construction Company (1) Giammalva Promisory Note - stock repurchase prime 03/15/06 897,083
▇▇▇▇▇▇ Construction Company (1) Bank of America Priority Debt - Construction
Equipment 3.90% 06/01/05 975,000
▇▇▇▇▇▇ Construction Company (1) Bank of America Priority Debt - Alaska
Yard & Office 7.40% 12/01/08 799,938
▇▇▇▇▇▇ 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
interest rate swap 6 Mth LIBOR + 09/15/05 (559,168)
agreement 386.75 bps
Granite Construction Incorporated BNP Paribas $20MM notional amount floating
interest rate swap 6 Mth LIBOR + 11/05/05 (369,914)
agreement 418.00 bps
($929,082)
(1) - ▇▇▇▇▇▇ debt is not guaranteed by Granite Construction Incorporated or any
of it non-▇▇▇▇▇▇ 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/▇▇▇▇▇▇▇▇▇, a Joint Venture Construction Joint Venture 350,000
Granite Kiewit, a Joint Venture Construction Joint Venture 105,962
Granite2-▇▇▇▇▇, a Joint Venture Construction Joint Venture 5,163,735
Granite-Rizzani ▇▇ ▇▇▇▇▇▇, a Joint Venture Construction Joint Venture (2,524,188)
Granite-▇▇▇▇▇, a Joint Venture Construction Joint Venture 497,796
Halmar-Egis, a Joint Venture Construction Joint Venture 2,977,542
▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇, 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
▇▇▇▇▇▇▇-Granite, a Joint Venture Construction Joint Venture 11,008
▇▇▇▇▇▇▇▇▇/Granite Halmar, a Joint Venture Construction Joint Venture 800,032
Sierra ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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
▇▇▇▇▇▇▇▇▇▇ Ranch Plaza, LP Development Project (364,595)
▇▇ ▇▇ 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
▇▇ ▇▇▇▇▇▇ Prime Institutional Fund Money Market Funds 1,466,920
▇▇ ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ Mid - Cap Value Fund Mutual Fund - Equity 217,013
▇▇▇▇▇▇ Fund for Growth & Income Mutual Fund - Equity 2,205,437
▇▇▇▇▇▇ International Growth CLA Mutual Fund - Equity 2,522,837
▇▇▇▇▇▇ Investors Fund Mutual Fund - Equity 430,494
▇▇▇▇▇▇ New Opportunities Fund Mutual Fund - Equity 803,789
▇▇▇▇▇▇ Vista Fund Mutual Fund - Equity 728,709
▇▇▇▇▇▇ Voyager Fd CLA Mutual Fund - Equity 629,304
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ 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
▇▇▇▇▇▇ Construction Company ("▇▇▇▇▇▇") stock 26,932,686
California Private Transportation Company, LP Toll Road 354,349
▇▇▇▇▇▇ Mae US Treasury & Agency Notes 3,391,481
▇▇▇▇▇▇ ▇▇▇ US Treasury & Agency Notes 2,993,900
▇▇▇▇▇▇ 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
▇▇▇▇▇▇▇ Mac US Treasury & Agency Notes 2,997,233
▇▇▇▇▇▇▇ Mac US Treasury & Agency Notes 1,497,975
▇▇▇▇▇▇▇ Mac US Treasury & Agency Notes 5,104,376
▇▇▇▇▇▇ 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
▇▇▇▇▇▇, 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
▇▇▇ ▇▇▇▇▇▇, 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
▇▇▇▇▇▇▇▇, 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
▇▇▇▇▇▇ County, UT Surface Spills 10,000
North Ogden, UT Old fill material 250,000
Ogden, UT * Former ▇▇▇▇ ▇▇ Plant 723,377
Salt City, UT * Former ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇,▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ AC Plant 150,000
Salt Lake City, UT Surface Spills 50,000
Salt Lake City, UT * Former ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇,▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ 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