SUPPLEMENTAL INDENTURE NO. 1
Exhibit 4.1
SUPPLEMENTAL INDENTURE NO. 1
This SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is dated as of
November 16, 2007, among Legacy Vulcan Corp. (formerly known as “Vulcan Materials
Company”), a New Jersey corporation (the “Company”), Vulcan Materials Company (formerly
known as “Virginia Holdco, Inc.”), a New Jersey corporation (“Holdco”), and The
Bank of New York Trust Company, N.A., as successor trustee (together with its successors in trust,
the “Trustee”) under the Indenture (as hereinafter defined).
WHEREAS, the Company and the Trustee (as successor to Xxxxxx Guaranty Trust Company of New
York and The Bank of New York) are parties to an Indenture, dated as of May 1, 1991 (the
“Indenture”), pursuant to which the Company issued its $250 million 6.00% Notes due 2009
(the “2009 Notes”) and $5 million 8.8% medium-term notes due 2011, $10 million 8.7%
medium-term notes due 2013, and $6 million 8.85% medium term notes due 2021 (the “Medium-Term
Notes”, and together with the 2009 Notes, the “Securities”);
WHEREAS, on February 19, 2007, the Company entered into an Agreement and Plan of Merger, as
amended (the “Merger Agreement”) with Holdco, Florida Rock Industries, Inc. (“Florida
Rock”), Virginia Merger Sub, Inc. (“Virginia Merger Sub”), and Fresno Merger Sub, Inc.
(“Fresno Merger Sub”), pursuant to which (i) Virginia Merger Sub will merge with and into
the Company, with the Company being the surviving company and a wholly owned subsidiary of Holdco
and (ii) Fresno Merger Sub will merge with and into Florida Rock, with Florida Rock being the
surviving company and a wholly owned subsidiary of Holdco (the “Mergers”);
WHEREAS, in connection with the Mergers, Holdco desires to fully and unconditionally guarantee
to each Holder the full and punctual payment of the principal of, premium, if any, and interest on
the Securities on the dates and in the manner provided for in the Indenture and the Securities;
WHEREAS, Section 901(5) of the Indenture provides that, without the consent of any Holders,
the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more supplemental indentures, to add to, change or eliminate any of the
provisions of the Indenture in respect of one or more series of Securities, provided that any such
addition, change or elimination shall not modify the rights of the Holder of any such Security with
respect to such provision;
WHEREAS, the execution and delivery of this instrument have been duly authorized and all
conditions and requirements necessary to make this instrument a valid and binding agreement have
been duly performed and complied with; and
WHEREAS, this Supplemental Indenture is being executed immediately after the closing of the
Mergers;
NOW, THEREFORE, in consideration of the premises set forth herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is mutually covenanted and agreed, for the equal and proportionate benefit of
all Holders, as follows:
ARTICLE 1. HOLDCO GUARANTEE
Section 1.01. Holdco hereby fully and unconditionally guarantees to each Holder the full and
punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise,
of all obligations of the Company under the Indenture and the Securities, whether for payment of
principal of, premium, if any, or interest on the Securities and all other monetary obligations of
the Company under the Indenture and the Securities. Holdco hereby waives diligence, presentment,
demand of payment, any right to require a proceeding first against the Company, protest or notice
and all demands whatsoever with respect to the Securities or the indebtedness evidenced thereby.
Section 1.02 The agreements of Holdco herein shall be valid and obligatory with respect to any
Security that heretofore or hereinafter has been authenticated and delivered under the Indenture.
ARTICLE 2. MISCELLANEOUS
Section 2.01. On the date hereof, the Indenture shall be supplemented and amended in
accordance herewith, and this Supplemental Indenture shall form part of the Indenture for all
purposes, and the Holder of every Security heretofore or hereafter authenticated and delivered
under the Indenture shall be bound thereby. The Trustee accepts the trusts created by the
Indenture, as amended and supplemented by this Supplemental Indenture, and agrees to perform the
same upon the terms and conditions of the Indenture, as amended and supplemented by this
Supplemental Indenture.
Section 2.02. Capitalized terms used herein and not defined herein have the meanings ascribed
to such terms in the Indenture.
Section 2.03. This Supplemental Indenture shall become effective as of the date hereof at such
time as executed counterparts of this Supplemental Indenture have been delivered by each party
hereto to the other party thereto.
Section 2.04. All provisions of this Supplemental Indenture shall be deemed to be incorporated
in, and made a part of, the Indenture. The Indenture, as amended and supplemented by this
Supplemental Indenture, shall be read, taken and construed as one and the same instrument and all
provisions in the Indenture and the Securities shall remain in full force and effect.
Section 2.05. In case any one or more of the provisions contained in this Supplemental
Indenture shall for any reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provisions of this
Supplemental Indenture, but this Supplemental Indenture shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein.
2
Section 2.06. The parties may sign any number of copies of this Supplemental Indenture. Each
signed copy shall be an original, but all of them together represent the same agreement. One signed
copy is enough to prove this Supplemental Indenture.
Section 2.07. The Trustee shall not be responsible in any manner whatsoever for or in respect
of the validity and sufficiency of this Supplemental Indenture or for or in respect of the recitals
contained herein, all of which are made solely by the Company and Holdco.
Section 2.08. In entering into this Supplemental Indenture, the Trustee shall be entitled to
the benefit of every provision of the Indenture and the Securities relating to the conduct or
affecting the liability of or affording protection to the Trustee, whether or not elsewhere herein
so provided.
Section 2.09. All covenants and agreements in this Supplemental Indenture by the Company and
the Trustee shall bind their respective successors and assigns. Nothing in this Supplemental
Indenture, express or implied, shall give to any person, other than the parties hereto and their
successors under the Indenture and the Holders of the Securities, any benefit of any legal or
equitable right, remedy or claim under the Indenture.
Section 2.10. This Supplemental Indenture shall be governed by, and construed in accordance
with, the laws of the State of New York.
[Signature page follows]
3
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the day and year first above written.
| LEGACY VULCAN CORP. |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Senior Vice President and Chief Financial Officer |
|||
| VULCAN MATERIALS COMPANY |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Senior Vice President and Chief Financial Officer |
|||
| THE BANK OF NEW YORK TRUST COMPANY, N.A., Trustee |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxx, XX | |||
| Name: | Xxxxxxx X. Xxxxxxx, XX | |||
| Title: | Vice President | |||
[Supplemental Indenture Signature Page]
