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, LENDER JOINDER AGREEMENT 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. JOINING LENDER:

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, LENDER JOINDER AGREEMENT 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 and be obligated to perform all of the obligations of a Lender thereunder with a Commitment of $25,000,000 (Opinion Letter, 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. JOINING LENDERfollows:

Reliance on Opinions. The foregoing opinions are being furnished to the Lender Parties addressees hereof 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, LENDER JOINDER AGREEMENT November 21[Manual Signature of McGuireWoods LLP] Attachments: Xxxxx X - Xxxxxxxx’s Certificate Annex A [DALLAS CLEAN ENERGY XXXXXXXX BLUFF, 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: LLC] Borrower’s Certificate Reference is made to that certain 364-Day Credit the opinion letter of XxXxxxxXxxxx LLP (the “Opinion Letter”) delivered in connection with the Loan Agreement, dated as of November 17January 1, 2008 (2011, between Dallas Clean Energy XxXxxxxx Bluff, LLC, 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 borrower (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A.Mission Economic Development Corporation, as Administrative Agent (issuer. Capitalized terms used in this Certificate and not otherwise defined have the “Administrative Agent”)meanings assigned to such terms in the Opinion Letter. This Lender Joinder Agreement (this “Agreement”) is made and delivered pursuant to Section 2.14(c) The undersigned officer 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 XxXxxxxXxxxx LLP of the rights and be obligated to perform all of the obligations of a Lender thereunder with a Commitment of $25,000,000 (Opinion Letter, 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. JOINING LENDERfollows: