Common use of Reliance on Opinions Clause in Contracts

Reliance on Opinions. The foregoing opinions are being furnished to the Lender Parties for the purpose referred to in the first paragraph of this opinion letter, and this opinion letter is not to be furnished to any other person or entity or used or relied upon for any other purpose without our prior written consent. The opinions set forth herein are made as of the date hereof, and we assume no obligation to supplement this opinion letter if any applicable laws change after the date hereof or if we become aware after the date hereof of any facts that might change the opinions expressed herein. Headings in this opinion letter are intended for convenience of reference only and shall not affect its interpretation. Very truly yours, November 21, 2008 Xxxxx X. Xxxxxx Assistant Vice President, Agency Management Officer II Bank of America, N.A. 000 X. Xxxxx Street NC1-001-15-14 Charlotte, North Carolina 28255 Vulcan Materials Company 0000 Xxxxx Xxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxx 00000 Attention: Xxxxxx X. Xxxxxxx, Senior Vice President and Chief Financial Officer Ladies and Gentlemen: Reference is made to that certain 364-Day Credit Agreement, dated as of November 17, 2008 (as amended, restated, extended, supplemented, amended and restated or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among Vulcan Materials Company, a New Jersey corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent (the “Administrative Agent”). This Lender Joinder Agreement (this “Agreement”) is made and delivered pursuant to Section 2.14(c) of the Credit Agreement. The Borrower hereby confirms its agreement to increase the Aggregate Commitments by $25,000,000 in accordance with the terms of said Section 2.14 effective as of November 21, 2008 (the “Increase Effective Date”). As of the Increase Effective Date, the undersigned (the “Joining Lender”) will become a party to the Credit Agreement as a Lender and, after giving effect to said Section 2.14, the Joining Lender will have a Commitment equal to $25,000,000 (as from time to time adjusted in accordance with the terms of the Credit Agreement). The Joining Lender, by its execution of this Agreement, hereby confirms and agrees that with effect on and after the Increase Effective Date, it shall be and become a party to the Credit Agreement as a Lender, and shall have all of the rights and be obligated to perform all of the obligations of a Lender thereunder with a Commitment of $25,000,000 (as from time to time adjusted in accordance with the Credit Agreement). The Joining Lender hereby (a) acknowledges that it has received a copy of the Credit Agreement and the schedules and exhibits thereto and such other documents and information as it has deemed appropriate to make its own credit and legal analysis and decision to enter into this Agreement; and (b) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit and legal decisions in taking or not taking action under the Credit Agreement and the other Loan Documents. The administrative details set forth on Annex A hereto apply to the Joining Lender. This Agreement shall constitute a Loan Document. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Reliance on Opinions. The foregoing opinions are being furnished only to the Lender Parties and only for the purpose referred to in the first paragraph of this opinion letter, and this opinion letter is not to be furnished to any other person or entity or used or relied upon by any other person or entity or for any other purpose without our prior written consent. The opinions set forth herein are At your request, we hereby consent to reliance hereon by any future successor or assignee of any Lender’s interest in the loans under the Credit Agreement pursuant to an assignment that is made and consented to in accordance with the express provisions of Section 11.8 of the Credit Agreement, on the condition and understanding that (i) this letter speaks only as of the date hereof, and (ii) we assume have no responsibility or obligation to supplement update this opinion letter if letter, to consider its applicability or correctness to any applicable laws change after person other than its addressee(s), or to take into account changes in law, facts or any other developments of which we may later become aware, and (iii) any such reliance by a future assignee must be actual and reasonable under the date hereof circumstances existing at the time of assignment, including any changes in law, facts or if we become aware after any other developments known to or reasonably knowable by the date hereof assignee at such time. The headings or titles to paragraphs or sections of any facts that might change the opinions expressed herein. Headings in this opinion letter are intended for convenience of reference only and shall are not affect its interpretationto be construed to have any effect or meaning with respect to such paragraphs or sections. Very truly yours, November 21Schedule I - Borrower Parties Schedule II UCC Filing Offices Schedule III Control Agreements Annex A - Borrower’s Certificate A. The Account Control Agreement dated as of May 7, 2008 Xxxxx X. Xxxxxx Assistant Vice President2010, Agency Management Officer II Bank of Americaamong Borrower, N.A. 000 X. Xxxxx Street NC1-001-15-14 CharlotteCollateral Trustee, North Carolina 28255 Vulcan Materials Company 0000 Xxxxx Xxxxxx Xxxxx Xxxxxxxxxxand PNC Bank, Xxxxxxx 00000 Attention: Xxxxxx X. XxxxxxxNational Association (“PNC”), Senior Vice President and Chief Financial Officer Ladies and Gentlemen: Reference is made to that certain 364-Day Credit as depository bank Uncertificated Securities Control Agreement, dated as of November 17May 28, 2008 2010, among Borrower, Wilmington Trust Company, as Collateral Trustee and and BlackRock Liquidity Funds, acting through its agent, BlackRock Institutional Management Corporation B. Notice of assignment related to the Account Control Agreement dated as of May 7, 2010, among Borrower, Collateral Trustee, and PNC Bank, National Association (“PNC”), as amended, restated, extended, supplemented, amended and restated or otherwise modified in writing from time to time, depository bank (the “Credit Account Control Agreement”; ) Notice of assignment related to the terms defined therein being used herein Uncertificated Securities Control Agreement, dated as therein defined)of May 28, 2010, among Vulcan Materials Borrower, Wilmington Trust Company, a New Jersey corporation as Collateral Trustee and and BlackRock Liquidity Funds, acting through its agent, BlackRock Institutional Management Corporation Reference is made to the opinion letter of Xxxx Xxxxx LLP (the “Opinion Letter”) delivered in connection with the Amended and Restated Credit Agreement dated as of April 12, 2011 among CNX Gas Corporation, as borrower (the “Borrower”), the Lenders from time Guarantors party thereto (collectively, the “Guarantors;” the Borrower and the Guarantors are collectively referred to time party theretoas the “Borrower Parties” and each individually as a “Borrower Party”), and Bank of America, N.A., in its capacity as Administrative Agent (syndication agent, PNC Bank, National Association, in its capacity as administrative agent, and the “Administrative Agent”)financial institutions party thereto, as lenders. This Lender Joinder Agreement (Capitalized terms used in this “Agreement”) is Certificate and not otherwise defined have the meanings assigned to such terms in the Opinion Letter. Xxxx Xxxxx LLP may rely on the respective representations and warranties that each Borrower Party has made in the Subject Documents and delivered pursuant to Section 2.14(c) each of the Credit Agreementcertificates delivered thereunder. The In addition, the Borrower hereby confirms its agreement to increase the Aggregate Commitments by $25,000,000 certifies, in accordance connection with the terms of said Section 2.14 effective as of November 21execution, 2008 (delivery and performance by the “Increase Effective Date”). As Borrower Parties of the Increase Effective DateSubject Documents, the undersigned (consummation of the “Joining Lender”) will become transactions contemplated by the Subject Documents and issuance by Xxxx Xxxxx LLP of the Opinion Letter, as follows: 1. Attached as Schedule I is a party description of each of the Reviewed Agreements. A true and complete copy of each of the Reviewed Agreements has been previously furnished to the Credit Agreement as a Lender andXxxx Xxxxx LLP. No default or event of default or violation of any such agreements, after instruments, decrees or orders exists both before and immediately giving effect to said Section 2.14the transactions contemplated by the Subject Documents. 2. Neither the Borrower nor any Guarantor engages or proposes to engage in any industry or business or activity, the Joining Lender will have a Commitment equal or own any property or asset, that causes or would cause it to $25,000,000 (as from time be subject to time adjusted in accordance with the terms of the Credit Agreement). The Joining Lenderspecial local, by its execution of this Agreementstate or federal regulation not applicable to business corporations generally, hereby confirms and agrees that with effect on and after the Increase Effective Date, it shall be and become a party other than Laws relating to the Credit Agreement as a Lender, and shall have all of the rights and be obligated to perform all of the obligations of a Lender thereunder with a Commitment of $25,000,000 (as from time to time adjusted in accordance with the Credit Agreement). The Joining Lender hereby (a) acknowledges that it has received a copy the exploration, production, processing, transmission, transportation or sale of the Credit Agreement and the schedules and exhibits thereto and such methane natural gas, coal bed methane, coal mine methane or other documents and information as it has deemed appropriate to make its own credit and legal analysis and decision to enter into this Agreement; and gas or oil, (b) agrees the growth, harvesting and sale of timber, (c) acquisitions, dispositions and leasing of real property or (d) research and development relating to any of the foregoing. 3. There is no Borrower Party and no Guarantor that it will(i) holds any permit issued by any Official Body or (ii) is a signatory party to or otherwise bound by any consent order, independently consent decree, notice of violation, compliance order or similar order issued by any Official Body, that would either (x) require such Borrower Party or Guarantor to obtain the approval of an Official Body to execute and without reliance upon the Administrative Agent deliver any Subject Document or any other Lender document or instrument contemplated thereby or required or permitted to be delivered pursuant thereto to which it is a party or consummate the transactions as therein contemplated or (y) prohibit or limit any such Borrower Party or Guarantor from executing and based on such documents and information delivering any Subject Document to which it is a party or consummating the transactions as it shall deem appropriate at the time, continue to make its own credit and legal decisions in taking or not taking action under the Credit Agreement and the other Loan Documents. The administrative details set forth on Annex A hereto apply to the Joining Lender. This Agreement shall constitute a Loan Document. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATEtherein contemplated.

Reliance on Opinions. The foregoing opinions are being furnished to the Lender Parties Banks for the purpose referred to in the first paragraph of this opinion letter, and this opinion letter is not to be furnished to any other person or entity or used or relied upon for any other purpose without our prior written consent. The opinions set forth herein are made as of the date hereof, and we assume no obligation to supplement this opinion letter if any applicable laws change after the date hereof or if we become aware after the date hereof of any facts that might change the opinions expressed herein. Headings in this opinion letter are intended for convenience of reference only and shall not affect its interpretation. Very truly yours, November 21, 2008 Xxxxx X. Xxxxxx Assistant Vice President, Agency Management Officer II Bank of America, N.A. 000 X. Xxxxx Street NC1-001-15-14 Charlotte, North Carolina 28255 Vulcan Materials Company 0000 Xxxxx Xxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxx 00000 Attention: Xxxxxx X. Xxxxxxx, Senior Vice President and Chief Financial Officer Ladies and Gentlemen: Annex A THE PEOPLES GAS LIGHT AND COKE COMPANY BORROWER'S CERTIFICATE Reference is made to that certain 364-Day the opinion letter of XxXxxxx Xxxxx LLP (the "Opinion Letter") delivered in connection with the Credit Agreement, Agreement dated as of November 17, 2008 the date hereof (as amended, restated, extended, supplemented, amended and restated or otherwise modified in writing from time to time, the “"Credit Agreement”; the terms defined therein being used herein as therein defined), ") among Vulcan Materials Company, a New Jersey corporation The Peoples Gas Light and Coke Company (the “"Borrower”"), the Lenders financial institutions from time to time party thereto, thereto (each a "Bank" and collectively the "Banks") and ABN AMRO Bank of America, N.A.N.V., as Administrative Agent (agent for the “Administrative Agent”)Banks. This Lender Joinder Agreement (Capitalized terms used in this “Agreement”) is made Certificate and delivered pursuant not otherwise defined have the meanings assigned to Section 2.14(c) such terms in the Opinion Letter. The undersigned, Xxxxxxx X. Xxxxxxx, Vice President and Treasurer of the Credit Agreement. The Borrower hereby confirms its agreement to increase the Aggregate Commitments by $25,000,000 certifies, in accordance connection with the terms of said Section 2.14 effective as of November 21execution, 2008 (delivery and performance by the “Increase Effective Date”). As Borrower of the Increase Effective DateSubject Documents, the undersigned (the “Joining Lender”) will become a party to the Credit Agreement as a Lender and, after giving effect to said Section 2.14, the Joining Lender will have a Commitment equal to $25,000,000 (as from time to time adjusted in accordance with the terms consummation of the Credit Agreement). The Joining Lender, transactions contemplated by its execution of this Agreement, hereby confirms the Subject Documents and agrees that with effect on and after the Increase Effective Date, it shall be and become a party to the Credit Agreement as a Lender, and shall have all issuance by McGuireWoods LLP of the rights Opinion Letter, as follows: 1. Attached as Schedule I hereto is a list of all indentures, mortgages, deeds of trust, bonds, notes, security or pledge agreements, guarantees, loan or credit agreements and be obligated other agreements or instruments which affect or purport to perform all affect the ability of the Borrower to borrow money, to guaranty the obligations of a Lender thereunder with a Commitment of $25,000,000 (as from time other persons or entities, to time adjusted create security interests, liens, or other encumbrances in accordance with the Credit Agreement). The Joining Lender hereby (a) acknowledges that it has received a copy of the Credit Agreement or on its property or to undertake and the schedules and exhibits thereto and such other documents and information as it has deemed appropriate to make perform its own credit and legal analysis and decision to enter into this Agreement; and (b) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit and legal decisions in taking or not taking action obligations under the Credit Agreement and the or any other Loan Subject Documents. The administrative details set forth on Annex A hereto apply true and complete copy of each of the above agreements and instruments has been previously furnished to McGuireWoods LLP. No default or event of default or violation of any such agreements, instruments, decrees or orders exists both before and immediately giving effect to the Joining Lendertransactions contemplated by the Subject Documents. 2. This Agreement shall constitute The Borrower is a Loan Documentpublic utility within the meaning of Section 3-105 of the Illinois Public Utilities Act (the "Public Utilities Act"), 220 ILCS 5/1-101 et seq. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATEand does not directly or through a Subsidiary conduct business in any other state that would subject the Company to regulation as a public utility by any other jurisdiction outside the State of Xxxxxxxx.