0000950144-09-001772 Sample Contracts

Vulcan Materials Company Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement • March 2nd, 2009 • Vulcan Materials CO • Mining & quarrying of nonmetallic minerals (no fuels) • New York

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:

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