EX-10(G)






Exhibit (10)(g)




EXECUTION COPY




Vulcan Materials Company




10.125% Notes due 2015




10.375% Notes due 2018



 






Exchange and Registration Rights Agreement




February 3, 2009




Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004



Ladies and Gentlemen:




     Vulcan Materials Company, a New Jersey corporation (the “Company”), proposes to issue and sell
to the Purchaser (as defined herein) upon the terms set forth in the Purchase Agreement (as defined
herein) (i) $150,000,000 aggregate principal amount of its 10.125% Notes due 2015 and (ii)
$250,000,000 in aggregate principal amount of its 10.375% Notes due 2018 (together, the “Notes”)
As an inducement to the Purchaser to enter into the Purchase Agreement and in satisfaction of a
condition to the obligations of the Purchaser thereunder, the Company agrees with the Purchaser for
the benefit of holders (as defined herein) from time to time of the Registrable Securities (as
defined herein) as follows:



     1. Certain Definitions. For purposes of this Exchange and Registration Rights Agreement (this
“Agreement”), the following terms shall have the following respective meanings:



     “Base Interest” shall mean the interest that would otherwise accrue on the Securities under
the terms thereof and the Indenture, without giving effect to the provisions of this Agreement.



     The term “broker-dealer” shall mean any broker or dealer registered with the Commission under
the Exchange Act.



     “Business Day” shall have the meaning set forth in Rule 14d-1(g)(3) promulgated by the
Commission under the Exchange Act, as the same may be amended or succeeded from time to time.



     “Closing Date” shall mean the date on which the Securities are initially issued.



 









 





     “Commission” shall mean the United States Securities and Exchange Commission, or any other
federal agency at the time administering the Exchange Act or the Securities Act, whichever is the
relevant statute for the particular purpose.



     “EDGAR System” means the EDGAR filing system of the Commission and the rules and regulations
pertaining thereto promulgated by the Commission in Regulation S-T under the Securities Act and the
Exchange Act, in each case as the same may be amended or succeeded from time to time (and without
regard to format).



     “Effective Time,” in the case of (i) an Exchange Registration, shall mean the time and date as
of which the Commission declares the Exchange Registration Statement effective or as of which the
Exchange Registration Statement otherwise becomes effective and (ii) a Shelf Registration, shall
mean the time and date as of which the Commission declares the Shelf Registration Statement
effective or as of which the Shelf Registration Statement otherwise becomes effective.



     “Electing Holder” shall mean any holder of Registrable Securities that has returned a
completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(ii) or
Section 3(d)(iii) and the instructions set forth in the Notice and Questionnaire.



     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated by the Commission thereunder, as the same may be amended or succeeded from
time to time.



     “Exchange Offer” shall have the meaning assigned thereto in Section 2(a).



     “Exchange Registration” shall have the meaning assigned thereto in Section 3(c).



     “Exchange Registration Statement” shall have the meaning assigned thereto in Section 2(a).



     “Exchange Securities” shall have the meaning assigned thereto in Section 2(a).



     The term “holder” shall mean each of the Purchaser and any other persons who acquire
Securities from time to time (including any successors or assigns), in each case for so long as
such person owns any Securities.



     “Indenture” shall mean the Senior Debt Indenture, dated as of December 11, 2007 between the
Company and Trustee, as supplemented by the Third Supplemental Indenture, to be dated February 3,
2009, between the Company and the Trustee (together, the “Indenture”).



     “Notice and Questionnaire” means a Notice of Registration Statement and Selling Securityholder
Questionnaire substantially in the form of Exhibit A hereto.



     The term “person” shall mean a corporation, limited liability company, association,
partnership, organization, business, individual, government or political subdivision thereof or
governmental agency.



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     “Purchase Agreement” shall mean the Purchase Agreement, dated as of January 23, 2009, between
the Purchaser and the Company relating to the Securities.



     “Purchaser” shall mean the Purchaser named in the Purchase Agreement.



     “Registrable Securities” shall mean the Securities; provided, however, that a Security shall
cease to be a Registrable Security upon the earliest to occur of the following: (i) in the
circumstances contemplated by Section 2(a), the Security has been exchanged for an Exchange
Security in an Exchange Offer as contemplated in Section 2(a) (provided that any Exchange Security
that, pursuant to the last two sentences of Section 2(a), is included in a prospectus for use in
connection with resales by broker-dealers shall be deemed to be a Registrable Security with respect
to Sections 5, 6 and 9 until resale of such Registrable Security has been effected within the
Resale Period); (ii) in the circumstances contemplated by Section 2(b), a Shelf Registration
Statement registering such Security under the Securities Act has been declared or becomes effective
and such Security has been sold or otherwise transferred by the holder thereof pursuant to and in a
manner contemplated by such effective Shelf Registration Statement; (iii) subject to Section 8(b),
such Security is actually sold by the holder thereof pursuant to Rule 144 under circumstances in
which any legend borne by such Security relating to restrictions on transferability thereof, under
the Securities Act or otherwise, is removed by the Company or pursuant to the Indenture; or (iv) 20
Business Days after completion of an Exchange Offer as contemplated in Section 2(a) hereof, such
Registrable Security is freely transferable by persons who are not “affiliates” (as defined in Rule
144) of the Company (and have not been affiliates of the Company for the preceding three months)
without registration under the Securities Act pursuant to the second sentence of Rule 144(b)(1)(i);
provided, however; no holder gave notice pursuant to Section 2(b)(iii) hereof; or (v) such Security
shall cease to be outstanding.



     “Registration Default” shall have the meaning assigned thereto in Section 2(c).



     “Registration Default Period” shall have the meaning assigned thereto in Section 2(c).



     “Registration Expenses” shall have the meaning assigned thereto in Section 4.



     “Resale Period” shall have the meaning assigned thereto in Section 2(a).



     “Restricted Holder” shall mean (i) a holder that is an affiliate of the Company within the
meaning of Rule 405, (ii) a holder who acquires Exchange Securities outside the ordinary course of
such holder’s business, (iii) a holder who has arrangements or understandings with any person to
participate in the Exchange Offer for the purpose of distributing Exchange Securities and (iv) a
holder that is a broker-dealer, but only with respect to Exchange Securities received by such
broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities acquired by the
broker-dealer directly from the Company.



     “Rule 144,” “Rule 405“, “Rule 415“, “Rule 424“, “Rule 430B” and “Rule 433” shall mean, in each
case, such rule promulgated by the Commission under the Securities Act (or any successor
provision), as the same may be amended or succeeded from time to time.



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     “Securities” shall mean the Notes to be issued and sold to the Purchaser, and securities
issued in exchange therefor or in lieu thereof pursuant to the Indenture.



     “Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and
regulations promulgated by the Commission thereunder, as the same may be amended or succeeded from
time to time.



     “Shelf Registration” shall have the meaning assigned thereto in Section 2(b).



     “Shelf Registration Statement” shall have the meaning assigned thereto in Section 2(b).



     “Special Interest” shall have the meaning assigned thereto in Section 2(c).



     “Suspension Period” shall have the meaning assigned thereto in Section 2(b).



     “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and the rules
and regulations promulgated by the Commission thereunder, as the same may be amended or succeeded
from time to time.



     “Trustee” shall mean Wilmington Trust Company, as trustee under the Indenture, together with
any successors thereto in such capacity.



     Unless the context otherwise requires, any reference herein to a “Section” or “clause” refers
to a Section or clause, as the case may be, of this Agreement, and the words “herein,” “hereof” and
“hereunder” and other words of similar import refer to this Agreement as a whole and not to any
particular Section or other subdivision.



     2. Registration Under the Securities Act.



     (a) Except as set forth in Section 2(b) below, the Company agrees to file under the Securities
Act, no later than 90 days after the Closing Date, a registration statement relating to an offer to
exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the
“Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt
securities issued by the Company, which debt securities are substantially identical to the
Securities (and are entitled to the benefits of the Indenture), except that they have been
registered pursuant to an effective registration statement under the Securities Act and do not
contain provisions for Special Interest contemplated in Section 2(c) below (such new debt
securities hereinafter called “Exchange Securities”). The Company agrees to use commercially
reasonable efforts to cause the Exchange Registration Statement to be declared effective under the
Securities Act no later than 180 days after the Closing Date. The Exchange Offer will be
registered under the Securities Act on the appropriate form and will comply with all applicable
tender offer rules and regulations under the Exchange Act. Unless the Exchange Offer would not be
permitted by applicable law or Commission policy, the Company further agrees to use commercially
reasonable efforts to (i) commence the Exchange Offer no later than 10 Business Days after the
Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at
least 20 Business Days (or longer if required by applicable law) after the date notice of the



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Exchange Offer is mailed to holders of Notes in accordance with Regulation 14E promulgated by the
Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable
Securities that have been properly tendered and not withdrawn on or prior to the expiration of the
Exchange Offer, promptly following the expiration of the Exchange Offer. The Exchange Offer will
be deemed to have been “completed” only (i) if the debt securities received by holders other than
Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable
by each such holder without restriction under the Securities Act and the Exchange Act (except for
the requirement to deliver a prospectus included in the Exchange Registration Statement applicable
to resales by certain broker-dealers of Exchange Securities received by them pursuant to the
Exchange Offer) and without material restrictions under the blue sky or securities laws of a
substantial majority of the States of the United States of America and (ii) upon the Company having
exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that
have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which
shall be on a date that is at least 20 and not more than 30 Business Days following the
commencement of the Exchange Offer. The Company agrees (x) to include in the Exchange Registration
Statement a prospectus for use in any resales by any holder of Exchange Securities that is a
broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the
"Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and
ending upon the earlier of the expiration of the 180th day after the Exchange Offer has
been completed or such time as such broker-dealers no longer own any Registrable Securities. With
respect to such Exchange Registration Statement, such holders shall have the benefit of the rights
of indemnification and contribution set forth in Subsections 6(a), (c), (d) and (e).



     (b) If (i) on or prior to the time the Exchange Offer is completed existing law or Commission
interpretations are changed such that the debt securities received by holders other than Restricted
Holders in the Exchange Offer for Registrable Securities are not or would not be, upon receipt,
transferable by each such holder without restriction under the Securities Act, (ii) the Effective
Time of the Exchange Registration Statement is not within 180 days following the Closing Date, the
Exchange Offer does not commence within 10 Business Days of such Effective Time, or the Exchange
Offer is not open for at least 20 Business Days or (iii) any holder of Registrable Securities
notifies the Company prior to the 20th Business Day following the completion of the
Exchange Offer that: (A) it is prohibited by law or Commission policy from participating in the
Exchange Offer, (B) it may not resell the Exchange Securities to the public without delivering a
prospectus and the prospectus supplement contained in the Exchange Registration Statement is not
appropriate or available for such resales or (C) it is a broker-dealer and owns Securities acquired
directly from the Company or an affiliate of the Company, then the Company shall, in lieu of (or,
in the case of clause (iii), in addition to) conducting the Exchange Offer contemplated by Section
2(a), file under the Securities Act no later than 30 days after the time such obligation to file
arises (but no earlier than 90 days after the Closing Date), a “shelf” registration statement
providing for the registration of, and the sale on a continuous or delayed basis by the holders of,
all of the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by
the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf
Registration Statement”). The Company agrees to use commercially reasonable efforts to cause the
Shelf Registration Statement to become or be declared effective no later than 90 days after such
Shelf Registration Statement filing obligation



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arises (but no earlier than 180 days after the Closing Date); provided, that if at any time the
Company is or becomes a “well-known seasoned issuer” (as defined in Rule 405) and is eligible to
file an “automatic shelf registration statement” (as defined in Rule 405), then the Company shall
file the Shelf Registration Statement in the form of an automatic shelf registration statement as
provided in Rule 405. The Company agrees to use commercially reasonable efforts to keep such Shelf
Registration Statement continuously effective for a period ending on the earlier of the second
anniversary of the Effective Time or such time as there are no longer any Registrable Securities
outstanding. No holder shall be entitled to be named as a selling securityholder in the Shelf
Registration Statement or to use the prospectus forming a part thereof for resales of Registrable
Securities unless such holder is an Electing Holder. The Company agrees, after the Effective Time
of the Shelf Registration Statement and promptly upon the request of any holder of Registrable
Securities that is not then an Electing Holder, to use commercially reasonable efforts to enable
such holder to use the prospectus forming a part thereof for resales of Registrable Securities,
including, without limitation, any action necessary to identify such holder as a selling
securityholder in the Shelf Registration Statement (whether by post-effective amendment thereto or
by filing a prospectus pursuant to Rules 430B and 424(b) under the Securities Act identifying such
holder), provided, however, that nothing in this sentence shall relieve any such holder of the
obligation to return a completed and signed Notice and Questionnaire to the Company in accordance
with Section 3(d)(iii). Notwithstanding anything to the contrary in this Section 2(b), upon notice
to the Electing Holders, the Company may suspend the use or the effectiveness of such Shelf
Registration Statement, or extend the time period in which it is required to file the Shelf
Registration Statement, for up to 30 consecutive days and up to 60 days in the aggregate, in each
case in any 12-month period (a “Suspension Period”) if the Board of Directors of the Company
determines that there is a valid business purpose for suspension of the Shelf Registration
Statement; provided that the Company shall promptly notify the Electing Holders when the Shelf
Registration Statement may once again be used or is effective. Each holder, by his acceptance of
any Registrable Securities, agrees that upon receipt of such notice of a Suspension Period (i) it
will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration
Statement or the Exchange Registration Statement, and (ii) it will not deliver any prospectus
forming a part of the Shelf Registration Statement or the Exchange Registration Statement in
connection with any sale of Registrable Securities, if and as applicable until such holder’s
receipt of copies of the supplemented or amended prospectus provided for in clause (e) of Section 3
hereof, or until it is advised in writing by the Company that the prospectus forming part of the
Shelf Registration Statement or the Exchange Registration Statement may be used, and has received
copies of any additional or supplemental filings that are incorporated or deemed incorporated by
reference in such prospectus.



     (c) In the event that (i) the Company has not filed the Exchange Registration Statement or the
Shelf Registration Statement on or before the date on which such registration statement is required
to be filed pursuant to Section 2(a) or Section 2(b), respectively, or (ii) such Exchange
Registration Statement or Shelf Registration Statement has not become effective or been declared
effective by the Commission on or before the date on which such registration statement is required
to become or be declared effective pursuant to Section 2(a) or Section 2(b), respectively, or (iii)
the Exchange Offer does not commence within 10 Business Days of such Effective Time, or the
Exchange Offer is not open for at least 20 Business Days (if the Exchange Offer is then required to
be made) or (iv) any Exchange Registration Statement or Shelf



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Registration Statement required by Section 2(a) or Section 2(b) is filed and declared effective but
shall thereafter either be withdrawn by the Company or shall become subject to an effective stop
order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such
registration statement (except as specifically permitted herein, including, with respect to any
Shelf Registration Statement, during any applicable Suspension Period in accordance with the last
sentence of Section 2(b)) without being succeeded as promptly as practical by an additional
registration statement filed and declared effective (each such event referred to in clauses (i)
through (iv), a “Registration Default” and each period from and including the date on which a
Registration Default has occurred and is continuing but excluding the date on which the
Registration Default has been cured, a “Registration Default Period”), then, as liquidated damages
for such Registration Default, subject to the provisions of Section 9(b), special interest
(“Special Interest”), in addition to the Base Interest, shall accrue on all Registrable Securities
then outstanding at a per annum rate of 0.25% for the first 90 days of the Registration Default
Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at
a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per
annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period.
Special Interest shall accrue and be payable only with respect to a single Registration Default at
any given time, notwithstanding the fact that multiple Registration Defaults may exist at such
time. Following the cure of all Registration Defaults, the accrual of Special Interest shall
cease.



     (d) The Company shall take all actions reasonably necessary or advisable to be taken by it to
ensure that the transactions contemplated herein are effected as so contemplated.



     (e) Any reference herein to a registration statement or prospectus as of any time shall be
deemed to include any document incorporated, or deemed to be incorporated, therein by reference as
of such time; and any reference herein to any post-effective amendment to a registration statement
or to any prospectus supplement as of any time shall be deemed to include any document
incorporated, or deemed to be incorporated, therein by reference as of such time.



     3. Registration Procedures.



     If the Company files a registration statement pursuant to Section 2(a) or Section 2(b), the
following provisions shall apply:



     (a) At or before the Effective Time of the Exchange Registration or any Shelf Registration,
whichever may occur first, the Company shall qualify the Indenture under the Trust Indenture Act.



     (b) In the event that such qualification would require the appointment of a new trustee under
the Indenture, the Company shall appoint a new trustee thereunder pursuant to the applicable
provisions of the Indenture.



     (c) In connection with the Company’s obligations with respect to the registration of Exchange
Securities as contemplated by Section 2(a) (the “Exchange Registration”), if applicable, the
Company shall:



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     (i) prepare and file with the Commission, no later than 90 days after the Closing Date,
an Exchange Registration Statement on any form which may be utilized by the Company and
which shall permit the Exchange Offer and resales of Exchange Securities by broker-dealers
during the Resale Period to be effected as contemplated by Section 2(a), and use
commercially reasonable efforts to cause such Exchange Registration Statement to become
effective no later than 180 days after the Closing Date;




     (ii) as soon as reasonably practicable prepare and file with the Commission such
amendments and supplements to such Exchange Registration Statement and the prospectus
included therein as may be necessary to effect and maintain the effectiveness of such
Exchange Registration Statement for the periods and purposes contemplated in Section 2(a)
and as may be required by the applicable rules and regulations of the Commission and the
instructions applicable to the form of such Exchange Registration Statement, and promptly
provide each broker-dealer holding Exchange Securities with such number of copies of the
prospectus included therein (as then amended or supplemented), in conformity in all material
respects with the requirements of the Securities Act and the Trust Indenture Act, as such
broker-dealer reasonably may request prior to the expiration of the Resale Period, for use
in connection with resales of Exchange Securities;




     (iii) promptly notify each broker-dealer that has requested or received copies of the
prospectus included in such Exchange Registration Statement, and confirm such advice in
writing, (A) when such Exchange Registration Statement or the prospectus included therein or
any prospectus amendment or supplement or post-effective amendment has been filed, and, with
respect to such Exchange Registration Statement or any post-effective amendment, when the
same has become effective, (B) of any comments by the Commission and by the blue sky or
securities commissioner or regulator of any state with respect thereto or any request by the
Commission for amendments or supplements to such Exchange Registration Statement or
prospectus or for additional information, (C) of the issuance by the Commission of any stop
order suspending the effectiveness of such Exchange Registration Statement or, if known to
the Company, the initiation or threatening of any proceedings for that purpose, (D) if at
any time during the Resale Period when a prospectus is required to be delivered under the
Securities Act the representations and warranties of the Company contemplated by Section 5
cease to be true and correct in all material respects, (E) of the receipt by the Company of
any notification with respect to the suspension of the qualification of the Exchange
Securities for sale in any jurisdiction or, if known to the Company, the initiation or
threatening of any proceeding for such purpose, (F) the occurrence of any event that causes
the Company to become an “ineligible issuer” as defined in Rule 405, or (G) if at any time
during the Resale Period when a prospectus is required to be delivered under the Securities
Act, that such Exchange Registration Statement, prospectus, prospectus amendment or
supplement or post-effective amendment does not conform in all material respects to the
applicable requirements of the Securities Act and the Trust Indenture Act or (i) such
Exchange Registration Statement contains an untrue statement of a material fact or omits to
state any material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances



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then existing, or (ii) such prospectus, prospectus amendment or supplement or post-effective
amendment contains an untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances under which they were made.




     (iv) in the event that the Company would be required, pursuant to Section 3(c)(iii)(G),
to notify any broker-dealers holding Exchange Securities (except as otherwise permitted
during any Suspension Period), use commercially reasonable efforts to promptly prepare and
furnish to each such holder a reasonable number of copies of a prospectus supplemented or
amended so that, as thereafter delivered to purchasers of such Exchange Securities during
the Resale Period, such prospectus shall conform in all material respects to the applicable
requirements of the Securities Act and the Trust Indenture Act and shall not contain an
untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in light of the
circumstances under which they were made; and each such broker-dealer agrees that upon
receipt of any notice from the Company pursuant to Section 3(c)(iii)(G) it shall forthwith
discontinue the disposition of Exchange Securities pursuant to the Exchange Registration
Statement applicable to such Exchange Securities until such broker-dealer shall have
received copies of such amended or supplemented prospectus.




     (v) use commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of such Exchange Registration Statement or any post-effective
amendment thereto at the earliest practicable date;




     (vi) use commercially reasonable efforts to (A) register or qualify the Exchange
Securities under the securities laws or blue sky laws of such jurisdictions as are
contemplated by Section 2(a) no later than the commencement of the Exchange Offer, to the
extent required by such laws, (B) keep such registrations or qualifications in effect and
comply with such laws so as to permit the continuance of offers, sales and dealings therein
in such jurisdictions until the expiration of the Resale Period, (C) take any and all other
actions as may be reasonably necessary or advisable to enable each broker-dealer holding
Exchange Securities to consummate the disposition thereof in such jurisdictions and (D)
obtain the consent or approval of each governmental agency or authority, whether federal,
state or local, which may be required to effect the Exchange Registration, the Exchange
Offer and the offering and sale of Exchange Securities by broker-dealers during the Resale
Period; provided, however, that the Company shall not be required for any such purpose to
(1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be
required to qualify but for the requirements of this Section 3(c)(vi), (2) consent to
general service of process in any such jurisdiction or become subject to taxation in any
such jurisdiction, (3) qualify as a dealer in Securities in a jurisdiction in which it isn’t
so qualified or (4) make any changes to its certificate of incorporation or by-laws or any
agreement between it and its stockholders;




     (vii) obtain a CUSIP number for all Exchange Securities, not later than the applicable
Effective Time;



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     (viii) issue to the holder of each validly tendered Registrable Security an Exchange
Security in a principal amount equal to that of the Registrable Security surrendered; and




     (ix) comply with all applicable rules and regulations of the Commission, and make
generally available to its securityholders no later than eighteen months after the Effective
Time of such Exchange Registration Statement, an “earning statement” of the Company and its
subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of
the Company, Rule 158 thereunder).



     (d) In connection with the Company’s obligations with respect to the Shelf Registration, if
applicable, the Company shall:




     (i) prepare and file with the Commission, within the time periods specified in Section
2(b), a Shelf Registration Statement on any form which may be utilized by the Company and
which shall register all of the Registrable Securities for resale by the holders thereof in
accordance with such method or methods of disposition as may be specified by the holders of
Registrable Securities as, from time to time, may be Electing Holders and use commercially
reasonable efforts to cause such Shelf Registration Statement to become effective within the
time periods specified in Section 2(b);




     (ii) mail the Notice and Questionnaire to the holders of Registrable Securities (A) not
less than 30 days prior to the anticipated Effective Time of the Shelf Registration
Statement or (B) in the case of an “automatic shelf registration statement” (as defined in
Rule 405), mail the Notice and Questionnaire to the holders of Registrable Securities not
later than the Effective Time of such Shelf Registration Statement, and in any such case no
holder shall be entitled to be named as a selling securityholder in the Shelf Registration
Statement, and no holder shall be entitled to use the prospectus forming a part thereof for
resales of Registrable Securities at any time, unless and until the Company has received a
completed and signed Notice and Questionnaire to the Company by the deadline for response
set forth therein;




     (iii) after the Effective Time of the Shelf Registration Statement, upon the request of
any holder of Registrable Securities that is not then an Electing Holder, promptly send a
Notice and Questionnaire to such holder; provided that the Company shall not be required to
take any action to name such holder as a selling securityholder in the Shelf Registration
Statement or to enable such holder to use the prospectus forming a part thereof for resales
of Registrable Securities until such holder has returned a completed and signed Notice and
Questionnaire to the Company;




     (iv) as soon as practicable prepare and file with the Commission such amendments and
supplements to such Shelf Registration Statement and the prospectus included therein as may
be necessary to effect and maintain the effectiveness of such Shelf Registration Statement
for the period specified in Section 2(b) and as may be required by the applicable rules and
regulations of the Commission and the instructions



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applicable to the form of such Shelf Registration Statement, and furnish to the Electing
Holders copies of any such supplement or amendment simultaneously with or prior to its being
used or filed with the Commission to the extent such documents are not publicly available on
the Commission’s EDGAR System;




     (v) comply with the provisions of the Securities Act with respect to the disposition of
all of the Registrable Securities covered by such Shelf Registration Statement in accordance
with the intended methods of disposition by the Electing Holders provided for in such Shelf
Registration Statement;




     (vi) provide the Electing Holders and not more than one counsel for all the Electing
Holders the opportunity to participate in the preparation of such Shelf Registration
Statement, each prospectus included therein or filed with the Commission and each amendment
or supplement thereto;




     (vii) for a reasonable period prior to the filing of such Shelf Registration Statement,
and throughout the period specified in Section 2(b), make available at reasonable times at
the Company’s principal place of business or such other reasonable place for inspection by
the persons referred to in Section 3(d)(vi) who shall certify to the Company that they have
a current intention to sell the Registrable Securities pursuant to the Shelf Registration
such material financial and other information and books and records of the Company, and
cause the officers, employees, counsel and independent certified public accountants of the
Company to respond to such inquiries, as shall be reasonably necessary (and in the case of
counsel, not violate an attorney-client privilege, in such counsel’s reasonable belief), in
the judgment of the respective counsel referred to in Section 3(d)(vi), to conduct a
reasonable investigation within the meaning of Section 11 of the Securities Act; provided,
however, that the foregoing inspection and information gathering on behalf of the Electing
Holders shall be conducted by one counsel designated by the holders of at least a majority
in aggregate principal amount of the Registrable Securities held by the Electing Holders at
the time outstanding and provided further that each such party shall be required to agree in
writing to maintain in confidence and not to disclose to any other person any information or
records reasonably designated by the Company as being confidential, until such time as (A)
such information becomes a matter of public record (whether by virtue of its inclusion in
such Shelf Registration Statement or otherwise), or (B) such person shall be required so to
disclose such information pursuant to a subpoena or order of any court or other governmental
agency or body having jurisdiction over the matter (subject to the requirements of such
order, and only after such person shall have given the Company prompt prior written notice
of such requirement), or (C) such information is in the reasonable judgment if the Company
required to be set forth in such Shelf Registration Statement or the prospectus included
therein or in an amendment to such Shelf Registration Statement or an amendment or
supplement to such prospectus in order that such Shelf Registration Statement, prospectus,
amendment or supplement, as the case may be, complies in all material respects with
applicable requirements of the federal securities laws and the rules and regulations of the
Commission and (i) such Shelf Registration Statement does not contain an untrue statement of
a material fact or omit to state therein a material fact



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required to be stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing, or (ii) such prospectus, prospectus amendment or
supplement does not contain an untrue statement of a material fact or omit to state therein
a material fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances under which they were made;




     (viii) promptly notify each of the Electing Holders and confirm such advice in writing,
(A) when such Shelf Registration Statement or the prospectus included therein or any
prospectus amendment or supplement or post-effective amendment has been filed, and, with
respect to such Shelf Registration Statement or any post-effective amendment, when the same
has become effective, (B) of any comments by the Commission and by the blue sky or
securities commissioner or regulator of any state with respect thereto or any request by the
Commission for amendments or supplements to such Shelf Registration Statement or prospectus
or for additional information, (C) of the issuance by the Commission of any stop order
suspending the effectiveness of such Shelf Registration Statement or, if known to the
Company, the initiation or threatening of any proceedings for that purpose, (D) if at any
time during the Resale Period when a prospectus is required to be delivered under the
Securities Act the representations and warranties of the Company set forth in Section 5
cease to be true and correct in all material respects, (E) of the receipt by the Company of
any notification with respect to the suspension of the qualification of the Registrable
Securities for sale in any jurisdiction or, if known to the Company the initiation or
threatening of any proceeding for such purpose, (F) the occurrence of any event that causes
the Company to become an “ineligible issuer” as defined in Rule 405, or (G) if at any time
when a prospectus is required to be delivered under the Securities Act, that such Shelf
Registration Statement, prospectus, prospectus amendment or supplement or post-effective
amendment does not conform in all material respects to the applicable requirements of the
Securities Act and the Trust Indenture Act or (i) such Shelf Registration Statement contains
an untrue statement of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein not misleading in light of the
circumstances then existing, or (ii) such prospectus, prospectus amendment or supplement or
post-effective amendment contains an untrue statement of a material fact or omits to state
any material fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances under which they were made;




     (ix) use commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of such Shelf Registration Statement or any post-effective
amendment thereto at the earliest practicable date;




     (x) if requested by any Electing Holder, promptly incorporate in a prospectus
supplement or post-effective amendment such information as is required by the applicable
rules and regulations of the Commission and as such Electing Holder reasonably specifies
should be included therein relating to the terms of the sale of such Registrable Securities,
including information with respect to the principal amount of Registrable Securities being
sold by such Electing Holder, the name and description of such Electing Holder, the offering
price of such Registrable Securities and any discount,



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commission or other compensation payable in respect thereof and with respect to any other
terms of the offering of the Registrable Securities to be sold by such Electing Holder; and
make all required filings of such prospectus supplement or post-effective amendment promptly
after notification of the matters to be incorporated in such prospectus supplement or
post-effective amendment;




     (xi) furnish to each Electing Holder and the counsel referred to in Section 3(d)(vi) an
executed copy (or a conformed copy) of such Shelf Registration Statement, each such
amendment and supplement thereto (in each case including all exhibits thereto (in the case
of an Electing Holder of Registrable Securities, upon request) and documents incorporated by
reference therein) and such number of copies of such Shelf Registration Statement (excluding
exhibits thereto and documents incorporated by reference therein unless specifically so
requested by such Electing Holder) and of the prospectus included in such Shelf Registration
Statement (including each preliminary prospectus and any summary prospectus), in conformity
in all material respects with the applicable requirements of the Securities Act and the
Trust Indenture Act to the extent such documents are not available through the Commission’s
EDGAR System, and such other documents, as such Electing Holder may reasonably request in
order to facilitate the offering and disposition of the Registrable Securities owned by such
Electing Holder and to permit such Electing Holder to satisfy the prospectus delivery
requirements of the Securities Act; and subject to Section 3(e), the Company hereby consents
to the use of such prospectus (including such preliminary and summary prospectus) and any
amendment or supplement thereto by each such Electing Holder (subject to any applicable
Suspension Period), in each case in the form most recently provided to such person by the
Company, in connection with the offering and sale of the Registrable Securities covered by
the prospectus (including such preliminary and summary prospectus) or any supplement or
amendment thereto;




     (xii) use commercially reasonable efforts to (A) register or qualify the Registrable
Securities to be included in such Shelf Registration Statement under such securities laws or
blue sky laws of such jurisdictions as any Electing Holder shall reasonably request, (B)
keep such registrations or qualifications in effect and comply with such laws so as to
permit the continuance of offers, sales and dealings therein in such jurisdictions during
the period the Shelf Registration Statement is required to remain effective under Section
2(b) and for so long as may be necessary to enable any such Electing Holder to complete its
distribution of Registrable Securities pursuant to such Shelf Registration Statement, (C)
take any and all other actions as may be reasonably necessary or advisable to enable each
such Electing Holder to consummate the disposition in such jurisdictions of such Registrable
Securities and (D) obtain the consent or approval of each governmental agency or authority,
whether federal, state or local, which may be required to effect the Shelf Registration or
the offering or sale in connection therewith or to enable the selling holder or holders to
offer, or to consummate the disposition of, their Registrable Securities; provided, however,
that the Company shall not be required for any such purpose to (1) qualify as a foreign
corporation in any jurisdiction wherein it would not otherwise be required to qualify but
for the requirements of this Section 3(d)(xii), (2) consent to general service of process in
any



-13-









 







such jurisdiction or become subject to taxation in any such jurisdiction, (3) qualify as a
dealer in Securities in a jurisdiction in which it isn’t so qualified or (4) make any
changes to its certificate of incorporation or by-laws or any agreement between it and its
stockholders;




     (xiii) unless any Registrable Securities shall be in book-entry only form, cooperate
with the Electing Holders to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold, which certificates, if so required by any
securities exchange upon which any Registrable Securities are listed, shall be printed,
penned, lithographed, engraved or otherwise produced by any combination of such methods, on
steel engraved borders, and which certificates shall not bear any restrictive legends;




     (xiv) obtain a CUSIP number for all Securities that have been registered under the
Securities Act, not later than the applicable Effective Time;




     (xv) issue to the holder of each validly tendered Registrable Security an Exchange
Security in a principal amount equal to that of the Registrable Security surrendered;




     (xvi) notify in writing each holder of Registrable Securities of any proposal by the
Company to amend or waive any provision of this Agreement pursuant to Section 9(h) and of
any amendment or waiver effected pursuant thereto, each of which notices shall contain the
text of the amendment or waiver proposed or effected, as the case may be; and




     (xvii) comply with all applicable rules and regulations of the Commission, and make
generally available to its securityholders no later than eighteen months after the Effective
Time of such Shelf Registration Statement an “earning statement” of the Company and its
subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of
the Company, Rule 158 thereunder).



     (e) In the event that the Company would be required, pursuant to Section 3(d)(viii)(G), to
notify the Electing Holders, the Company shall as soon as reasonably practical prepare and furnish
to each of the Electing Holders a reasonable number of copies of a prospectus supplemented or
amended so that, as thereafter delivered to purchasers of Registrable Securities, such prospectus
shall conform in all material respects to the applicable requirements of the Securities Act and the
Trust Indenture Act and shall not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances under which they were made. Each Electing Holder agrees
that upon receipt of any notice from the Company pursuant to Section 3(d)(viii)(G), such Electing
Holder shall forthwith discontinue the disposition of Registrable Securities pursuant to the Shelf
Registration Statement applicable to such Registrable Securities until such Electing Holder shall
have received copies of such amended or supplemented prospectus, and if so directed by the Company,
such Electing Holder shall deliver to the Company (at the Company’s expense) all copies, other than
permanent file copies, of the



-14-









 







prospectus covering such Registrable Securities in such Electing Holder’s possession at the time of
receipt of such notice.



     (f) In the event of a Shelf Registration, in addition to the information required to be
provided by each Electing Holder in its Notice and Questionnaire, the Company may require such
Electing Holder to furnish to the Company such additional information regarding such Electing
Holder and such Electing Holder’s intended method of distribution of Registrable Securities as the
Company may deem necessary and appropriate in order to comply with the Securities Act. Each such
Electing Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change
in information previously furnished by such Electing Holder to the Company or of the occurrence of
any event in either case as a result of which any prospectus relating to such Shelf Registration
contains or would contain an untrue statement of a material fact regarding such Electing Holder or
such Electing Holder’s intended method of disposition of such Registrable Securities or omits to
state any material fact regarding such Electing Holder or such Electing Holder’s intended method of
disposition of such Registrable Securities required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances under which they were made, and
promptly to furnish to the Company any additional information required to correct and update any
previously furnished information or required so that such prospectus shall not contain, with
respect to such Electing Holder or the disposition of such Registrable Securities, an untrue
statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the circumstances under which
they were made. The Company may refuse to name any holder as an Electing Holder that fails to
provide the Company with such required information.



     (g) Until the expiration of one year after the Closing Date, the Company will not, and will
not permit any of its “affiliates” (as defined in Rule 144) to, resell any of the Securities that
have been reacquired by any of them except pursuant to an effective registration statement, or a
valid exemption from the registration requirements, under the Securities Act.



     (h) As a condition to its participation in the Exchange Offer, each holder of Registrable
Securities shall furnish, upon the request of the Company, a written representation to the Company
(which may be contained in the letter of transmittal or “agent’s message” transmitted via The
Depository Trust Company’s Automated Tender Offer Procedures, in either case contemplated by the
Exchange Registration Statement) to the effect that (A) it is not an “affiliate” of the Company, as
defined in Rule 405 of the Securities Act, or if it is such an “affiliate”, it will comply with the
registration and prospectus delivery requirements of the Securities Act to the extent applicable,
(B) it is not engaged in and does not intend to engage in, and has no arrangement or understanding
with any person to participate in, a distribution of the Exchange Securities to be issued in the
Exchange Offer, (C) it is acquiring the Exchange Securities in its ordinary course of business, (D)
if it is a broker-dealer that holds Securities that were acquired for its own account as a result
of market-making activities or other trading activities (other than Securities acquired directly
from the Company or any of its affiliates), it will deliver a prospectus meeting the requirements
of the Securities Act in connection with any resales of the Exchange Securities received by it in
the Exchange Offer, (E) if it is a broker-dealer, that it did not purchase the Securities to be
exchanged in the Exchange Offer from the



-15-









 







Company or any of its affiliates, and (F) it is not acting on behalf of any person who could not
truthfully and completely make the representations contained in the foregoing subclauses (A)
through (E).



     4. Registration Expenses.



     The Company agrees to bear and to pay or cause to be paid promptly all expenses incident to
the Company’s performance of or compliance with this Agreement, including (a) all Commission and
any FINRA registration, filing and review fees and expenses including reasonable fees and
disbursements of not more than one counsel for the Eligible Holders in connection with such
registration, filing and review, (b) all reasonable fees and expenses in connection with the
qualification of the Registrable Securities and the Exchange Securities, as applicable, for
offering and sale under the State securities and blue sky laws referred to in Section 3(d)(xii) and
determination of their eligibility for investment under the laws of such jurisdictions as the
Electing Holders may designate, including any reasonable fees and disbursements of not more than
one counsel for the Electing Holders in connection with such qualification and determination, (c)
all expenses relating to the preparation, printing, production, distribution and reproduction of
each registration statement required to be filed hereunder, each prospectus included therein or
prepared for distribution pursuant hereto, each amendment or supplement to the foregoing, the
expenses of preparing the Securities or Exchange Securities, as applicable, for delivery and the
expenses of printing or producing any selling agreements and blue sky or legal investment memoranda
and all other documents in connection with the offering, sale or delivery of Securities or Exchange
Securities, as applicable, to be disposed of (including certificates representing the Securities or
Exchange Securities, as applicable), (d) messenger, telephone and delivery expenses of the Company
relating to the offering, sale or delivery of Securities or Exchange Securities, as applicable, and
the preparation of documents referred in clause (c) above, (e) fees and expenses of the Trustee
under the Indenture, any agent of the Trustee and any counsel for the Trustee and of any collateral
agent or custodian, (f) internal expenses of the Company (including all salaries and expenses of
the Company’s officers and employees performing legal or accounting duties), (g) reasonable fees,
disbursements and expenses of counsel and independent certified public accountants of the Company,
(h) reasonable fees, disbursements and expenses of one counsel for the Electing Holders retained in
connection with a Shelf Registration, as selected by the Electing Holders of at least a majority in
aggregate principal amount of the Registrable Securities held by Electing Holders (which counsel
shall be reasonably satisfactory to the Company), (i) any fees charged by securities rating
services for rating the Registrable Securities or the Exchange Securities, as applicable, and (j)
fees, expenses and disbursements of any other persons, including special experts, retained by the
Company in connection with such registration (collectively, the “Registration Expenses”). To the
extent that any Registration Expenses are incurred, assumed or paid by any holder of Registrable
Securities, Securities or Exchange Securities, as applicable, the Company shall reimburse such
person for the full amount of the Registration Expenses so incurred, assumed or paid promptly after
receipt of a request therefor. Notwithstanding the foregoing, the holders of the Registrable
Securities being registered shall pay all agency fees and commissions and underwriting discounts
and commissions, if any, and transfer taxes, if any, attributable to the sale of such Registrable
Securities and Exchange Securities, as applicable, and the fees and disbursements of any counsel



-16-









 







or other advisors or experts retained by such holders (severally or jointly), other than the
counsel and experts specifically referred to above.



     5. Representations and Warranties.



     The Company represents and warrants to, and agrees with, each Purchaser and each of the
holders from time to time of Registrable Securities that:



     (a) Each registration statement covering Registrable Securities, Securities or Exchange
Securities, as applicable, and each prospectus (including any preliminary or summary prospectus)
contained therein or furnished pursuant to Section 3(c) or Section 3(d) and any further amendments
or supplements to any such registration statement or prospectus, when it becomes effective or is
filed with the Commission, as the case may be, will conform in all material respects to the
requirements of the Securities Act and the Trust Indenture Act and (i) such registration statement
will not contain an untrue statement of a material fact or omit to state therein a material fact
required to be stated therein or necessary to make the statements therein not misleading in light
of the circumstances then existing, or (ii) such prospectus will not contain an untrue statement of
a material fact or omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading in light of the circumstances under which they were made; and
at all times subsequent to the Effective Time when a prospectus would be required to be delivered
under the Securities Act, other than (A) from (i) such time as a notice has been given to holders
of Registrable Securities pursuant to Section 3(c)(iii)(G) or Section 3(d)(viii)(G) until (ii) such
time as the Company furnishes an amended or supplemented prospectus pursuant to Section 3(c)(iv) or
Section 3(e) or (B) during any applicable Suspension Period, each such registration statement, and
each prospectus (including any summary prospectus) contained therein or furnished pursuant to
Section 3(c) or Section 3(d), as then amended or supplemented, will conform in all material
respects to the requirements of the Securities Act and the Trust Indenture Act and will not contain
an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in the light of the
circumstances under which they were made; provided, however, that this representation and warranty
shall not apply to any statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by a holder of Registrable Securities expressly
for use therein.



     (b) Any documents incorporated by reference in any prospectus referred to in Section 5(a),
when they become or became effective or are or were filed with the Commission, as the case may be,
will conform or conformed in all material respects to the requirements of the Securities Act or the
Exchange Act, as applicable, and none of such documents will contain or contained an untrue
statement of a material fact or will omit or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; provided, however, that this
representation and warranty shall not apply to any statements or omissions made in reliance upon
and in conformity with information furnished in writing to the Company by a holder of Registrable
Securities expressly for use therein.



     (c) The compliance by the Company with all of the provisions of this Agreement and the
consummation of the transactions herein contemplated will not (i) conflict with or result in a



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breach or violation of any of the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the
Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is
bound or to which any of the property or assets of the Company or any of its subsidiaries is
subject except as would not have a material adverse effect on the business, consolidated financial
position, shareholders’ equity, or results of operations of the Company and its subsidiaries taken
as a whole (a “Material Adverse Effect”), (ii) result in any violation of the provisions of the
certificate of incorporation, as amended or the by-laws of the Company or (iii) result in any
violation of any statute or any order, rule or regulation of any court or governmental agency or
body having jurisdiction over the Company or any of its subsidiaries or any of their respective
properties except as would not have a Material Adverse Effect; and no consent, approval,
authorization, order, registration or qualification of or with any such court or governmental
agency or body is required for the consummation by the Company of the transactions contemplated by
this Agreement, except (x) the registration under the Securities Act of the Registrable Securities
and the Exchange Securities, as applicable, and qualification of the Indenture under the Trust
Indenture Act, (y) such consents, approvals, authorizations, registrations or qualifications as may
be required under state securities or blue sky laws in connection with the offering and
distribution of the Registrable Securities and the Exchange Securities, as applicable, except as
would not have a Material Adverse Effect, and (z) such consents, approvals, authorizations,
registrations or qualifications that have been obtained and are in full force and effect as of the
date hereof.



     (d) This Agreement has been duly authorized, executed and delivered by the Company.



     6. Indemnification and Contribution.



     (a) Indemnification by the Company. The Company will indemnify and hold harmless each of the
holders of Registrable Securities included in an Exchange Registration Statement and each of the
Electing Holders as holders of Registrable Securities included in a Shelf Registration Statement
against any losses, claims, damages or liabilities, joint or several, to which such holder or such
Electing Holder may become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any Exchange
Registration Statement or any Shelf Registration Statement, as the case may be, under which such
Registrable Securities or Exchange Securities were registered under the Securities Act, or any
preliminary, final or summary prospectus (including, without limitation, any “issuer free writing
prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such
holder or any such Electing Holder, or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will reimburse each such
holder and each such Electing Holder on demand for any and all legal or other expenses reasonably
incurred by them in connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that the Company shall not be liable to (A) any such
person in any such case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue



-18-









 







statement or alleged untrue statement or omission or alleged omission made in such registration
statement, or preliminary, final or summary prospectus (including, without limitation, any “issuer
free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance
upon and in conformity with written information furnished to the Company by such person expressly
for use therein or (B) any such indemnified party who is an Electing Holder for any disposition by
such Electing Holder of Registrable Securities made during a Suspension Period or during any
suspension of the use of the prospectus, if prior to the commencement of such Suspension Period or
suspension of the use of the prospectus, as the case may be, the Company had provided notice of
such Suspension Period or suspension of the use of the prospectus to such Electing Holder in
accordance with Section 3(e) of this Agreement.



     (b) Indemnification by the Electing Holders. The Company may require, as a condition to
including any Registrable Securities in any Shelf Registration Statement filed pursuant to Section
2(b), that the Company shall have received an undertaking reasonably satisfactory to it from each
Electing Holder of Registrable Securities included in such Shelf Registration Statement, severally
and not jointly, to (i) indemnify and hold harmless the Company and its respective directors,
officers and each person, if any, who controls the Company under the meaning of Section 15 of the
Securities Act and Section 20 of the Exchange Act and all other Electing Holders of Registrable
Securities included in such Shelf Registration Statement, against any losses, claims, damages or
liabilities to which the Company or any officer, director or controlling person or such other
Electing Holders may become subject, under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in such registration
statement, or any preliminary, final or summary prospectus (including, without limitation, any
“issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the
Company to any Electing Holder, or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each case to the extent, but
only to the extent, that such untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written information furnished to the
Company by such Electing Holder expressly for use therein, and (ii) reimburse the Company for any
legal or other expenses reasonably incurred by the Company in connection with investigating or
defending any such action or claim as such expenses are incurred; provided, however, that no such
Electing Holder shall be required to undertake liability to any person under this Section 6(b) for
any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder
from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.



     (c) Notices of Claims, Etc. Promptly after receipt by an indemnified party under subsection
(a) or (b) above of written notice of the commencement of any action, such indemnified party shall,
if a claim in respect thereof is to be made against an indemnifying party pursuant to the
indemnification provisions of or contemplated by this Section 6, notify such indemnifying party in
writing of the commencement of such action; but the omission so to notify the indemnifying party
shall not relieve it from any liability which it may have to any indemnified party otherwise than
under the indemnification provisions of or contemplated by Section 6(a) or Section 6(b) hereof. In
case any such action shall be brought against any



-19-









 







indemnified party and it shall notify an indemnifying party of the commencement thereof, such
indemnifying party shall be entitled to participate therein and, to the extent that it shall wish,
jointly with any other indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent
of the indemnified party, be counsel to the indemnifying party), and, after notice from the
indemnifying party to such indemnified party of its election so to assume the defense thereof, such
indemnifying party shall not be liable to such indemnified party for any legal expenses of other
counsel or any other expenses, in each case subsequently incurred by such indemnified party, in
connection with the defense thereof other than reasonable costs of investigation. No indemnifying
party shall, without the prior written consent of the indemnified party, effect the settlement or
compromise of, or consent to the entry of any judgment with respect to, any pending or threatened
action or claim in respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (i) includes an unconditional release of the
indemnified party from all liability arising out of such action or claim and (ii) does not include
a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of
any indemnified party.



     (d) Contribution. If for any reason the indemnification provisions contemplated by Section
6(a) or Section 6(b) are unavailable to or insufficient to hold harmless an indemnified party in
respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to
therein, then each indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect
thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party in connection with the statements or omissions which resulted in
such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other
relevant equitable considerations. The relative fault of such indemnifying party and indemnified
party shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material fact relates to
information supplied by such indemnifying party or by such indemnified party, and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission. The parties hereto agree that it would not be just and equitable if
contributions pursuant to this Section 6(d) were determined by pro rata allocation (even if the
holders were treated as one entity for such purpose) or by any other method of allocation which
does not take account of the equitable considerations referred to in this Section 6(d). The amount
paid or payable by an indemnified party as a result of the losses, claims, damages, or liabilities
(or actions in respect thereof) referred to above shall be deemed to include any legal or other
fees or expenses reasonably incurred by such indemnified party in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of this Section 6(d), no
Electing Holder shall be required to contribute any amount in excess of the amount by which the
dollar amount of the proceeds received by such holder from the sale of any Registrable Securities
(after deducting any fees, discounts and commissions applicable thereto) exceeds the amount of any
damages which such holder has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of



-20-









 







such fraudulent misrepresentation. The holders’ obligations in this Section 6(d) to contribute
shall be several in proportion to the principal amount of Registrable Securities registered by them
and not joint.



     (e) The obligations of the Company under this Section 6 shall be in addition to any liability
which the Company may otherwise have and shall extend, upon the same terms and conditions, to each
officer, director and partner of each holder, each Electing Holder, and each person, if any, who
controls any of the foregoing within the meaning of the Securities Act; and the obligations of the
holders and the Electing Holders contemplated by this Section 6 shall be in addition to any
liability which the respective holder or Electing Holder may otherwise have and shall extend, upon
the same terms and conditions, to each officer and director of the Company and to each person, if
any, who controls the Company within the meaning of the Securities Act, as well as to each officer
and director of the other holders and to each person, if any, who controls such other holders
within the meaning of the Securities Act.



     7. Underwritten Offerings.



     Each holder of Registrable Securities hereby agrees with the Company and each other such
holder that no holder of Registrable Securities may participate in any underwritten offering
hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b)
the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at
least a majority in aggregate principal amount of the Registrable Securities to be included in such
offering, provided that such designated managing underwriter or underwriters is or are reasonably
acceptable to the Company, (c) each holder of Registrable Securities participating in such
underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in
any underwriting arrangements approved by the persons entitled selecting the managing underwriter
or underwriters hereunder and (d) each holder of Registrable Securities participating in such
underwritten offering completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms of such
underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities
that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good
faith and execute all indemnities, underwriting agreements and other documents reasonably required
under the terms of such underwriting arrangements, including using commercially reasonable efforts
to procure customary legal opinions and auditor “comfort” letters.



     8. Rule 144.



     (a) Facilitation of Sales Pursuant to Rule 144. The Company covenants to the holders of
Registrable Securities that to the extent it shall be required to do so under the Exchange Act, the
Company shall timely file the reports required to be filed by it under the Exchange Act or the
Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to
in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of
Registrable Securities may reasonably request, all to the extent required from time to time to
enable such holder to sell Registrable Securities without registration under the Securities Act
within the limitations of the exemption provided by Rule 144. Upon the request



-21-









 







of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144,
the Company shall deliver to such holder a written statement as to whether it has complied with
such requirements.



     (b) Availability of Rule 144 Not Excuse for Obligations under Section 2. The fact that
holders of Registrable Securities may become eligible to sell such Registrable Securities pursuant
to Rule 144 shall not (1) cause such Securities to cease to be Registrable Securities or (2) excuse
the Company’s obligations set forth in Section 2 of this Agreement, including without limitation
the obligations in respect of an Exchange Offer, Shelf Registration and Special Interest.



     9. Miscellaneous.



     (a) No Inconsistent Agreements. The Company represents, warrants, covenants and agrees that
it has not granted, and shall not grant, registration rights with respect to Registrable
Securities, Exchange Securities or Securities, as applicable, or any other securities which would
be inconsistent with the terms contained in this Agreement.



     (b) Specific Performance. The parties hereto acknowledge that there would be no adequate
remedy at law if the Company fails to perform any of its obligations hereunder and that the
Purchaser and the holders from time to time of the Registrable Securities may be irreparably harmed
by any such failure, and accordingly agree that the Purchaser and such holders, in addition to any
other remedy to which they may be entitled at law or in equity, shall be entitled to compel
specific performance of the obligations of the Company under this Agreement in accordance with the
terms and conditions of this Agreement, in any court of the United States or any State thereof
having jurisdiction. Time shall be of the essence in this Agreement.



     (c) Notices. All notices, requests, claims, demands, waivers and other communications
hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand,
if delivered personally, by facsimile or by courier, or three days after being deposited in the
mail (registered or certified mail, postage prepaid, return receipt requested) as follows: If to
the Company, to it at 1200 Urban Center Drive, Birmingham, Alabama 35242, and if to a holder, to
the address of such holder set forth in the security register or other records of the Company, or
to such other address as the Company or any such holder may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall be effective only upon
receipt.



     (d) Parties in Interest. All the terms and provisions of this Agreement shall be binding
upon, shall inure to the benefit of and shall be enforceable by the parties hereto, the holders
from time to time of the Registrable Securities and the respective successors and assigns of the
foregoing. In the event that any transferee of any holder of Registrable Securities shall acquire
Registrable Securities, in any manner, whether by gift, bequest, purchase, operation of law or
otherwise, such transferee shall, without any further writing or action of any kind, be deemed a
beneficiary hereof for all purposes and such Registrable Securities shall be held subject to all of
the terms of this Agreement, and by taking and holding such Registrable Securities such transferee
shall be entitled to receive the benefits of, and be conclusively deemed to have agreed



-22-









 







to be bound by all of the applicable terms and provisions of this Agreement. If the Company shall
so request, any such successor, assign or transferee shall agree in writing to acquire and hold the
Registrable Securities subject to all of the applicable terms hereof.



     (e) Survival. The respective indemnities, agreements, representations, warranties and each
other provision set forth in this Agreement or made pursuant hereto shall remain in full force and
effect regardless of any investigation (or statement as to the results thereof) made by or on
behalf of any holder of Registrable Securities, any director, officer or partner of such holder, or
any controlling person of any of the foregoing, and shall survive delivery of and payment for the
Registrable Securities pursuant to the Purchase Agreement, the transfer and registration of
Registrable Securities by such holder and the consummation of an Exchange Offer.



     (f) Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.



     (g) Headings. The descriptive headings of the several Sections and paragraphs of this
Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall
not affect in any way the meaning or interpretation of this Agreement.



     (h) Entire Agreement; Amendments. This Agreement and the other writings referred to herein
(including the Indenture and the form of Securities) or delivered pursuant hereto which form a part
hereof contain the entire understanding of the parties with respect to its subject matter. This
Agreement supersedes all prior agreements and understandings between the parties with respect to
its subject matter. This Agreement may be amended and the observance of any term of this Agreement
may be waived (either generally or in a particular instance and either retroactively or
prospectively) only by a written instrument duly executed by the Company and the holders of at
least a majority in aggregate principal amount of the Registrable Securities at the time
outstanding. Each holder of any Registrable Securities at the time or thereafter outstanding shall
be bound by any amendment or waiver effected pursuant to this Section 9(h), whether or not any
notice, writing or marking indicating such amendment or waiver appears on such Registrable
Securities or is delivered to such holder.



     (i) Inspection. For so long as this Agreement shall be in effect, this Agreement and a
complete list of the names and addresses of all the record holders of Registrable Securities shall
be made available for inspection and copying on any Business Day by any holder of Registrable
Securities for proper purposes only (which shall include any purpose related to the rights of the
holders of Registrable Securities under the Securities, the Indenture and this Agreement) at the
offices of the Company at the address thereof set forth in Section 9(c) and at the office of the
Trustee under the Indenture.



     (j) Counterparts. This Agreement may be executed by the parties in counterparts, each of
which shall be deemed to be an original, but all such respective counterparts shall together
constitute one and the same instrument.



     (k) Severability. If any provision of this Agreement, or the application thereof in any
circumstance, is held to be invalid, illegal or unenforceable in any respect for any reason, the



-23-









 







validity, legality and enforceability of such provision in every other respect and of the remaining
provisions contained in this Agreement shall not be affected or impaired thereby.



     If the foregoing is in accordance with your understanding, please sign and return to us four
counterparts hereof, and upon the acceptance hereof by you, on behalf of the Purchaser this letter
and such acceptance hereof shall constitute a binding agreement between the Purchaser and the
Company.



	 	 	 	 	 
	 	Very truly yours,



Vulcan Materials Company

 	 
	 	By:  	/s/ D. F. Sansone
 	 
	 	 	Name:  	Daniel F. Sansone 	 
	 	 	Title:  	Senior Vice President and

Chief Financial Officer 	 
	 



	 	 	 	 	 
	Accepted as of the date hereof:



Goldman, Sachs & Co.

 	 	 
	By:  	/s/ Goldman, Sachs & Co.
 	 	 
	 	(Goldman, Sachs & Co.) 	 	 
	 	 	 	 
	 




-24-











 





Exhibit A




Vulcan Materials Company




INSTRUCTION TO DTC PARTICIPANTS




                    , 2009




URGENT — IMMEDIATE ATTENTION REQUESTED




DEADLINE FOR RESPONSE:                     , 2009




The Depository Trust Company (“DTC”) has identified you as a DTC Participant through which
beneficial interests in the Vulcan Materials Company (the “Company”) [Title of Securities] (the
“Securities”) are held.



The Company is in the process of registering the Securities under the Securities Act of 1933 for
resale by the beneficial owners thereof. In order to have their Securities included in the
registration statement, beneficial owners must complete and return the enclosed Notice of
Registration Statement and Selling Securityholder Questionnaire.



It is important that beneficial owners of the Securities receive a copy of the enclosed
materials as soon as possible as their rights to have the Securities included in the
registration statement depend upon their returning the Notice and Questionnaire by                     , 2009.
Please forward a copy of the enclosed documents to each beneficial owner that holds interests in
the Securities through you. If you require more copies of the enclosed materials or have any
questions pertaining to this matter, please contact Vulcan Materials Company, 1200 Urban Center
Drive, Birmingham, Alabama 35242, tel.: (205) 298-3000, Attn:                     .



A-1









 





Vulcan Materials Company




Notice of Registration Statement

and

Selling Securityholder Questionnaire




                    , 2009




Reference is hereby made to the Exchange and Registration Rights Agreement (the “Exchange and
Registration Rights Agreement”) between Vulcan Materials Company (the “Company”) and the Purchaser
named therein. Pursuant to the Exchange and Registration Rights Agreement, the Company has filed
or will file with the United States Securities and Exchange Commission (the “Commission”) a
registration statement (the “Shelf Registration Statement”) for the registration and resale under
Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s [Title
of Securities] (the “Securities”). A copy of the Exchange and Registration Rights Agreement has
been filed as an exhibit to the Shelf Registration Statement and can be obtained from the
Commission’s website at www.sec.gov. All capitalized terms not otherwise defined herein
shall have the meanings ascribed thereto in the Exchange and Registration Rights Agreement.



Each beneficial owner of Registrable Securities (as defined below) is entitled to have the
Registrable Securities beneficially owned by it included in the Shelf Registration Statement. In
order to have Registrable Securities included in the Shelf Registration Statement, this Notice of
Registration Statement and Selling Securityholder Questionnaire (“Notice and Questionnaire”) must
be completed, executed and delivered to the Company’s counsel at the address set forth herein for
receipt ON OR BEFORE                     , 2009. Beneficial owners of Registrable Securities who do not
properly complete, execute and return this Notice and Questionnaire by such date (i) will not be
named as selling securityholders in the Shelf Registration Statement and (ii) may not use the
Prospectus forming a part thereof for resales of Registrable Securities.



Certain legal consequences arise from being named as a selling securityholder in the Shelf
Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of
Registrable Securities are advised to consult their own securities law counsel regarding the
consequences of being named or not being named as a selling securityholder in the Shelf
Registration Statement and related Prospectus.



The term “Registrable Securities” is defined in the Exchange and Registration Rights Agreement.



A-2









 





ELECTION




The undersigned holder (the “Selling Securityholder”) of Registrable Securities hereby elects to
include in the Shelf Registration Statement the Registrable Securities beneficially owned by it and
listed below in Item (3). The undersigned, by signing and returning this Notice and Questionnaire,
agrees to be bound with respect to such Registrable Securities by the terms and conditions of this
Notice and Questionnaire and the Exchange and Registration Rights Agreement, including, without
limitation, Section 6 of the Exchange and Registration Rights Agreement, as if the undersigned
Selling Securityholder were an original party thereto.



Pursuant to the Exchange and Registration Rights Agreement, the undersigned has agreed to indemnify
and hold harmless the Company, its officers who sign any Shelf Registration Statement, and each
person, if any, who controls the Company within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act of 1934, as amended (the “Exchange Act”), against certain
loses arising out of an untrue statement, or the alleged untrue statement, of a material fact in
the Shelf Registration Statement or the related prospectus or the omission, or alleged omission, to
state a material fact required to be stated in such Shelf Registration Statement or the related
prospectus, but only to the extent such untrue statement or omission, or alleged untrue statement
or omission, was made in reliance on and in conformity with the information provided in this Notice
and Questionnaire.



Upon any sale of Registrable Securities pursuant to the Shelf Registration Statement, the Selling
Securityholder will be required to deliver to the Company and Trustee the Notice of Transfer set
forth in Appendix A to the Prospectus and as Exhibit B to the Exchange and Registration Rights
Agreement.



The Selling Securityholder hereby provides the following information to the Company and represents
and warrants that such information is accurate and complete:



A-3









 





QUESTIONNAIRE





	(1)	 	(a)    Full legal name of Selling Securityholder:






	 	 	 	 

	 
	 	(b)	 	Full legal name of registered Holder (if not the same as in (a) above) of
Registrable Securities listed in Item (3) below:
	 
	 	 	 	 

	 
	 	(c)	 	Full legal name of DTC Participant (if applicable and if not the same as (b)
above) through which Registrable Securities listed in Item (3) below are held:
	 
	 	 	 	 







	(2)	 	Address for notices to Selling Securityholder:
	 
	 	 	 

	 
	 	 	 

	 
	 	 	 

	 
	 	 	Telephone:  

	 
	 	 	Fax:  

	 
	 	 	Contact Person:  

	 
	 	 	E-mail for Contact Person:  

	 
	(3)	 	Beneficial Ownership of Securities:






	 	 	 	Except as set forth below in this Item (3), the undersigned does not beneficially
own any Securities.
	 
	 	(a)	 	Principal amount of Registrable Securities beneficially owned:
 

	 	 	 	CUSIP No(s). of such Registrable Securities: _____________________________________________


	 
	 	(b)	 	Principal amount of Securities other than Registrable Securities beneficially
owned:  


CUSIP No(s). of such other Securities:
_______________________________________
	 
	 	(c)	 	Principal amount of Registrable Securities that the undersigned wishes to be
included in the Shelf Registration Statement:
____________________________________________________




A-4









 






	 	 	 	CUSIP No(s). of such Registrable Securities to be included in the Shelf Registration
Statement: ____________________________________






	(4)	 	Beneficial Ownership of Other Securities of the Company:






	 	 	 	Except as set forth below in this Item (4), the undersigned Selling Securityholder
is not the beneficial or registered owner of any other securities of the Company,
other than the Securities listed above in Item (3).
	 
	 	 	 	State any exceptions here:






	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 







	(5)	 	Individuals who exercise dispositive powers with respect to the Securities:






	 	 	 	If the Selling Securityholder is not an entity that is required to file reports with
the Commission pursuant to Section 13 or 15(d) of the Exchange Act (a “Reporting
Company”), then the Selling Securityholder must disclose the name of the natural
person(s) who exercise sole or shared dispositive powers with respect to the
Securities. Selling Securityholders should disclose the beneficial holders, not
nominee holders or other such others of record. In addition, the Commission has
provided guidance that Rule 13d-3 of the Securities Exchange Act of 1934 should be
used by analogy when determining the person or persons sharing voting and/or
dispositive powers with respect to the Securities.
	 
	 	(a)	 	Is the holder a Reporting Company?
	 
	 	 	 	Yes o No o
	 
	 	 	 	If “No”, please answer Item (5)(b).
	 
	 	(b)	 	List below the individual or individuals who exercise dispositive powers with
respect to the Securities:






	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 







	 	 	 	Please note that the names of the persons listed in (b) above will be included in
the Shelf Registration Statement and related Prospectus.




A-5









 












	(6)	 	Relationships with the Company:






	 	 	 	Except as set forth below, neither the Selling Securityholder nor any of its
affiliates, officers, directors or principal equity holders (5% or more) has held
any position or office or has had any other material relationship with the Company
(or its predecessors or affiliates) during the past three years.
	 
	 	 	 	State any exceptions here:






	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 







	(7)	 	Plan of Distribution:






	 	 	 	Except as set forth below, the undersigned Selling Securityholder intends to
distribute the Registrable Securities listed above in Item (3) only as follows (if
at all): Such Registrable Securities may be sold from time to time directly by the
undersigned Selling Securityholder. Such Registrable Securities may be sold in one
or more transactions at fixed prices, at prevailing market prices at the time of
sale, at varying prices determined at the time of sale, or at negotiated prices.
Such sales may be effected in transactions (which may involve crosses or block
transactions) (i) on any national securities exchange or quotation service on which
the Registered Securities may be listed or quoted at the time of sale, (ii) in the
over-the-counter market, (iii) in transactions otherwise than on such exchanges or
services or in the over-the-counter market, or (iv) through the writing of options.
In connection with sales of the Registrable Securities or otherwise, the Selling
Securityholder may enter into hedging transactions with broker-dealers, which may in
turn engage in short sales of the Registrable Securities in the course of hedging
the positions they assume. The Selling Securityholder may also sell Registrable
Securities short and deliver Registrable Securities to close out such short
positions, or loan or pledge Registrable Securities to broker-dealers that in turn
may sell such securities.
	 
	 	 	 	State any exceptions here:






	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 











A-6









 






	 	 	 	Note: In no event may such method(s) of distribution take the form of an
underwritten offering of Registrable Securities without the prior written agreement
of the Company.






	(8)	 	Broker-Dealers:






	 	 	 	The Commission requires that all Selling Securityholders that are registered
broker-dealers or affiliates of registered broker-dealers be so identified in the
Shelf Registration Statement. In addition, the Commission requires that all Selling
Securityholders that are registered broker-dealers be named as underwriters in the
Shelf Registration Statement and related Prospectus, even if they did not receive
the Registrable Securities as compensation for underwriting activities.
	 
	 	(a)	 	State whether the undersigned Selling Securityholder is a registered
broker-dealer:
	 
	 	 	 	Yes o          No o
	 
	 	(b)	 	If the answer to (a) is “Yes”, you must answer (i) and (ii) below, and (iii)
below if applicable. Your answers to (i) and (ii) below, and (iii) below if
applicable, will be included in the Shelf Registration Statement and related
Prospectus.
	 
	 	(i)	 	Were the Securities acquired as compensation for underwriting activities?
	 
	 	 	 	Yes o          No o
	 
	 	 	 	If you answered “Yes”, please provide a brief description of the transaction(s) in
which the Securities were acquired as compensation:
	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	(ii)	 	Were the Securities acquired for investment purposes?
	 
	 	 	 	Yes o          No o
	 
	 	(iii)	 	If you answered “No” to both (i) and (ii), please explain the Selling
Securityholder’s reason for acquiring the Securities:
	 
	 	 	 	 





A-7









 






	 	 	 	 

	 
	 	 	 	 

	 
	 	(c)	 	State whether the undersigned Selling Securityholder is an affiliate of a
registered broker-dealer and, if so, list the name(s) of the broker-dealer
affiliate(s):
	 
	 	 	 	Yes o          No o
	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	(d)	 	If you answered “Yes” to question (c) above:
	 
	 	(i)	 	Did the undersigned Selling Securityholder purchase Registrable Securities in
the ordinary course of business?
	 
	 	 	 	Yes o          No o
	 
	 	 	 	If the answer is “No” to question (d)(i), provide a brief explanation of the
circumstances in which the Selling Securityholder acquired the Registrable
Securities:
	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	(ii)	 	At the time of the purchase of the Registrable Securities, did the undersigned
Selling Securityholder have any agreements, understandings or arrangements, directly
or indirectly, with any person to dispose of or distribute the Registrable
Securities?
	 
	 	 	 	Yes o          No o
	 
	 	 	 	If the answer is “Yes” to question (d)(ii), provide a brief explanation of such
agreements, understandings or arrangements:
	 
	 	 	 	 





A-8









 






	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	If the answer is
“No” to Item
(8)(d)(i) or “Yes” to Item (8)(d)(ii), you will be
named as an underwriter in the Shelf Registration Statement and the related
Prospectus.





* * * * *




By signing below, the Selling Securityholder acknowledges that it understands its obligation to
comply, and agrees that it will comply, with the provisions of the Exchange Act, particularly
Regulation M (or any successor rule or regulation).



The Selling Securityholder hereby acknowledges its obligations under the Exchange and Registration
Rights Agreement to indemnify and hold harmless the Company and certain other persons as set forth
in the Exchange and Registration Rights Agreement.



In the event that the Selling Securityholder transfers all or any portion of the Registrable
Securities listed in Item (3) above after the date on which such information is provided to the
Company, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer
of its rights and obligations under this Notice and Questionnaire and the Exchange and Registration
Rights Agreement.



By signing below, the Selling Securityholder consents to the disclosure of the information
contained herein in its answers to Items (1) through (9) above and the inclusion of such
information in the Shelf Registration Statement and related Prospectus. The Selling Securityholder
understands that such information will be relied upon by the Company in connection with the
preparation of the Shelf Registration Statement and related Prospectus.



In accordance with the Selling Securityholder’s obligation under Section 3(d) of the Exchange and
Registration Rights Agreement to provide such information as may be required by law for inclusion
in the Shelf Registration Statement, the Selling Securityholder agrees to promptly notify the
Company of any inaccuracies or changes in the information provided herein which may occur
subsequent to the date hereof at any time while the Shelf Registration Statement remains in effect
and to provide such additional information that the Company may reasonably request regarding such
Selling Securityholder and the intended method of distribution of Registrable Securities in order
to comply with the Securities Act. Except as otherwise provided in the Exchange and Registration
Rights Agreement, all notices hereunder and pursuant to the Exchange and Registration Rights
Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing
overnight delivery as follows:



	 	 	 	 	 	 	 
	 

	 	(i)
	 	To the Company:
	 	Vulcan Materials Company
	 

	 	 	 	 	 	1200 Urban Center Drive
	 

	 	 	 	 	 	Birmingham, Alabama 35242
	 

	 	 	 	 	 	Attn: General Counsel






A-9









 






	 	 	 	 	 	 	 
	 

	 	(ii)
	 	With a copy to:
	 	Wachtell Lipton Rosen & Katz
	 

	 	 	 	 	 	51 West 52nd Street
	 

	 	 	 	 	 	New York, NY 10019
	 

	 	 	 	 	 	Attn: Igor Kirman






Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the
Company’s counsel, the terms of this Notice and Questionnaire, and the representations and
warranties contained herein, shall be binding on, shall inure to the benefit of and shall be
enforceable by the respective successors, heirs, personal representatives, and assigns of the
Company and the Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above. This Notice and Questionnaire
shall be governed in all respects by the laws of the State of New York.



A-10









 





IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and
Questionnaire to be executed and delivered either in person or by its duly authorized agent.



Dated:                     




	 	 	 	 

Selling Securityholder

(Print/type full legal name of beneficial owner of Registrable Securities)





	 	 	 	 	 
	 	 	 
	By:  	
 	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE
                    , 2009 TO THE COMPANY AT:


Vulcan Materials Company



1200 Urban Center Drive



Birmingham, Alabama 35242



Attn:                                         


 






A-11









 








Exhibit B




NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT




Wilmington Trust Company

Vulcan Materials Company

c/o Wilmington Trust Company

1100 North Market Street

Wilmington, DE 19801




Attention: Trust Officer





				
	 	Re:	 	Vulcan Materials Company (the “Company”)

[Title of Securities]





Dear Sirs:




Please be
advised that
                                        
has transferred $___________________________ aggregate principal
amount of the above-referenced Notes pursuant to an effective Registration Statement on Form S-3
(File No. 333-               ) filed by the Company.



We hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933,
as amended, have been satisfied and that the above-named beneficial owner of the Notes is named as
a “Selling Holder” in the Prospectus dated                     , 2009 or in supplements thereto, and that the
aggregate principal amount of the Notes transferred are the Notes listed in such Prospectus
opposite such owner’s name.




Dated:



	 	 	 	 	 
	 	Very truly yours,



 	 
	 	(Name)
 	 
	 
	 	By:  	
 	 
	 	 	(Authorized Signature) 	 
	 	 	 	 
	 




B-1