AMENDMENT NO. 3 TO CREDIT AGREEMENT

This AMENDMENT NO. 3 TO CREDIT AGREEMENT dated as of August 28 , 2009 (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.

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 and Amendment No. 2 to Credit Agreement dated as of December 7, 2007, 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.   Amendment to Credit Agreement .  Subject to the terms and conditions set forth herein, Section 7.02(g) of the Credit Agreement is hereby amended by deleting “$75,000,000” and inserting “$100,000,000” in lieu thereof.

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 (the first date on which all such conditions have been satisfied shall be referred to as the “ Third Amendment Effective Date ”):

(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;

(b)   the Borrower shall have paid to each Lender that signs this Amendment on or before the Third Amendment Effective Date a fee in an amount equal to 0.125% times such Lender’s Commitment which fee shall be fully earned and due on the Third Amendment Effective Date and shall be nonrefundable; and

(c)   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 t