THIRD SUPPLEMENTAL INDENTURE

Exhibit (10)(f)

EXECUTION COPY

VULCAN MATERIALS COMPANY

and

WILMINGTON TRUST COMPANY,
Trustee

THIRD SUPPLEMENTAL INDENTURE

Dated as of February 3, 2009

to

SENIOR DEBT INDENTURE

Dated as of December 11, 2007

10.125% Notes due 2015
10.375% Notes due 2018

THIRD SUPPLEMENTAL INDENTURE, dated as of February 3, 2009 (this “Supplemental Indenture”), between Vulcan Materials Company, a corporation duly organized and existing under the laws of the State of New Jersey, having its principal office at 1200 Urban Center Drive, Birmingham, Alabama 35242 (the “Company”), and Wilmington Trust Company, a corporation duly organized and existing under the laws of the State of Delaware, as trustee (the “Trustee”).

WHEREAS, the Company executed and delivered the senior debt indenture, dated as of December 11, 2007, to the Trustee (as heretofore supplemented, the “Indenture”), to provide for the issuance of the Company’s notes or other evidences of indebtedness (the “Securities”), to be issued in one or more series;

WHEREAS, pursuant to the terms of the Indenture, the Company desires to provide for the establishment of two new series of its notes under the Indenture to be known as its “10.125% Notes due 2015” (the “2015 Notes”) and “10.375% Notes due 2018” (the “2018 Notes”), the form and substance of each of the series and the terms, provisions and conditions thereof to be set forth as provided in the Indenture and this Supplemental Indenture;

WHEREAS, the Board of Directors of the Company pursuant to resolutions duly adopted on November 12, 2007 and January 21, 2009, and the Pricing Committee thereof pursuant to resolutions duly adopted on January 23, 2009, have duly authorized the issuance of the 2015 Notes and the 2018 Notes, and have authorized the proper officers of the Company to execute any and all appropriate documents necessary or appropriate to effect each such issuance;

WHEREAS, this Supplemental Indenture is being entered into pursuant to the provisions of Article Two and Section 901(7) of the Indenture;

WHEREAS, the Company has requested that the Trustee execute and deliver this Supplemental Indenture; and

WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Company, in accordance with its terms, and to make each of the 2015 Notes and the 2018 Notes, each when executed by the Company and authenticated and delivered by the Trustee or an authentication agent, the valid obligations of the Company, have been performed, and the execution and delivery of this Supplemental Indenture has been duly authorized in all respects;

NOW THEREFORE, in consideration of the premises and the purchase and acceptance of each of the 2015 Notes and the 2018 Notes by the Holder thereof, and for the purpose of setting forth, as provided in the Indenture, the forms and terms of each of the 2015 Notes and the 2018 Notes, the Company covenants and agrees, with the Trustee, as follows:

ARTICLE ONE
DEFINITIONS

Section 101. Definition of Terms.

Unless the context otherwise requires:

     (a) each term defined in the Indenture has the same meaning when used in this Supplemental Indenture;

     (b) the singular includes the plural and vice versa; and

     (c) headings are for convenience of reference only and do not affect interpretation.

“Agent Member” means any member of, or participant in, the Depositary.

“Change of Control” means the occurrence of any of the following: (1) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than the Company or one of its subsidiaries) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Voting Stock of the Company or other Voting Stock into which the Voting Stock of the Company is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of the assets of the Company and the assets of its subsidiaries, taken as a whole, to one or more Persons (other than the Company or one of its subsidiaries); or (3) the first day on which a majority of the members of the Board of Directors of the Company is composed of members who are not Continuing Directors. Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (1) the Company becomes a direct or indirect wholly-owned subsidiary of a holding company and (2)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Voting Stock of the Company immediately prior to that transaction or (B) immediately following that transaction no person (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company.

“Continuing Directors” means, as of any date of determination, any member of the Company’s Board of Directors who (1) was a member of such Board of Directors on the date of this Supplemental Indenture or (2) was nominated for election, elected or appointed to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination, election or appointment (either by a specific vote or by approval of the Company’s proxy statement in which such member was named as a nominee for election as a director, without objection to such nomination).

“Exchange Notes” means the notes issued pursuant to the Exchange Offer and their Successor Notes and shall be in the form of Unrestricted Global Notes. The Exchange Notes shall be deemed part of the same series as the Original Notes for which they are exchanged.

“Exchange Offer” has the meaning specified in each of the forms of the 2015 Note and the 2018 Note contained in Exhibit A and Exhibit B, respectively.

“Exchange Offer Registration Statement” has the meaning specified in each of the forms of the 2015 Note and the 2018 Note contained in Exhibit A and Exhibit B, respectively.

“Global Note” means each of a 2015 Note or a 2018 Note that evidences all or part of the 2015 Notes or the 2018 Notes, respectively, and bears the legend specified in Exhibit A and Exhibit B, respectively. The Restricted Global Notes, the Regulation S Global Notes, and the Unrestricted Global Notes representing the 2015 Notes and the 2018 Notes shall each be a Global Note.

“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s); a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P); and the equivalent investment grade credit rating from any additional Rating Agency or Rating Agencies selected by the Company.

“Moody’s” means Moody’s Investors Service, Inc.

“Original Notes” means the 2015 Notes and the 2018 Notes issued on February 3, 2009 (and not Regulation S Global Notes, Exchange Notes or Unrestricted Global Notes).

“Rating Agency” means in respect of any series of Securities (a) each of Moody’s and S&P; and (b) if either of Moody’s or S&P ceases to rate the Securities of such series or fails to make a rating of the Securities of such series publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act, selected by the Company and certified by the Company’s Board of Directors as a replacement agency for the agency that ceased such rating or failed to make it publicly available.

“Registration Default” has the meaning specified in each of the forms of the 2015 Notes and the 2018 Notes contained in Exhibit A and Exhibit B, respectively.

“Registration Rights Agreement” means the Exchange and Registration Rights Agreement, dated February 3, 2009, by and among the Company and Goldman, Sachs & Co.

“Regulation S” means Regulation S under the Securities Act (or any successor provision), as it may be amended from time to time.

“Regulation S Global Note” means the Global Notes representing Regulation S Notes, together with their Successor Notes, which are Global Notes other than Restricted Global Notes or Unrestricted Global Notes.

“Regulation S Legend” means a legend substantially in the form of the legend required in each of the forms of the 2015 Note and the 2018 Note contained in Exhibit A and Exhibit B, respectively, to be placed upon each Regulation S Note.

“Regulation S Notes” means all the 2015 Notes and the 2018 Notes and their Successor Notes required to bear a Regulation S Legend. Such term includes the Regulation S Global Note.

“Restricted Global Notes” means the 2015 Notes and the 2018 Notes and any respective Successor Notes (other than Unrestricted Global Notes) that bear the Restricted Notes Legend.

“Restricted Notes Legend” means a legend substantially in the form of the legend required under Rule 144A in each of the forms of 2015 Notes and the 2018 Note contained in Exhibit A and Exhibit B, respectively.

“Restricted Period” means the period of 41 consecutive days beginning on the day on which the 2015 Notes or the 2018 Notes are first offered to persons other than distributors (as defined in Regulation S) in reliance on Regulation S.

“Rule 144A” means Rule 144A under the Securities Act (including any successor rule thereto), as the same may be amended from time to time.

“S&P” means Standard & Poor’s Ratings Services, a division of McGraw-Hill, Inc.

“Securities Act” means the Securities Act of 1933 as it may be amended and any successor act thereto.

“Securities Act Legend” means the Restricted Notes Legend and Regulation S Legend.

“Shelf Registration Statement” has the meaning specified in each of the forms of the 2015 Note and the 2018 Note contained in Exhibit A and Exhibit B, respectively.

“Special Interest” has the meaning specified in each of the forms of the 2015 Notes and the 2018 Note contained in Exhibit A and Exhibit B, respectively.

“Successor Note” of any particular 2015 Note or 2018 Note means every 2015 Note or 2018 Note issued after, and evidencing all or a portion of the same debt as that evidenced by, such particular 2015 Note or 2018 Note, respectively; and, for the purposes of this definition, any Exchange Note issued in exchange for an Original Note shall be deemed a Successor Note of such Original Note and any 2015 Note or 2018 Note authenticated and delivered under Section 303, 304, 305, 306 or 906 of the Indenture in exchange for or in lieu of a 2015 Note or 2018 Note shall be deemed to evidence the same debt as the particular 2015 Note or 2018 Note, respectively.

“Unrestricted Global Note” means a Global Note that does not contain a Securities Act Legend.

“Unrestricted Notes Certificate” means a certificate substantially in the form set forth in Exhibit C.

“Voting Stock” of any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

ARTICLE TWO
GENERAL TERMS AND CONDITIONS OF THE 2015 NOTES

Section 201. Designation and Principal Amount.

There is hereby authorized and established a series of Securities under the Indenture, designated as the “10.125% Notes due 2015”, which is not limited in aggregate principal amount. The aggregate principal amount of the 2015 Notes to be issued shall be as set forth in any Company Order for the authentication and delivery of the 2015 Notes, pursuant to Section 303 of the Indenture.

Section 202. Maturity.

The Stated Maturity of principal for the 2015 Notes will be December 15, 2015.

Section 203. Further Issues.

The Company may from time to time, without the consent of the Holders of the 2015 Notes, issue additional notes of that series. Any such additional notes will have the same ranking, interest rate, maturity date and other terms as the 2015 Notes. Any such additional notes, together with the 2015 Notes herein provided for, will constitute a single series of Securities under the Indenture.

Section 204. Form and Payment.

Principal of, premium, if any, and interest on the 2015 Notes shall be payable in U.S. dollars.

Section 205. Global Securities.

Upon the original issuance, the 2015 Notes will be represented by one or more Global Securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The Company will issue the 2015 Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof and will deposit the Global Securities with DTC or its custodian and register the Global Securities in the name of Cede & Co.

Section 206. Securities Act Legend; Transfers and Exchanges.

     (a) Upon the original issuance, the 2015 Notes shall be issued in the form of Restricted Global Notes.

     (b) Transfers and exchanges of the 2015 Notes and beneficial interests in such 2015 Notes represented by a Global Note shall be made only in accordance with this Section 206(b).

          (i)  Restricted Global Note to Regulation S Global Note or Unrestricted Global Note. If the owner of a beneficial interest in the Restricted Global Note wishes to transfer such interest to a Person who wishes to acquire the same in the form of a beneficial interest in the Regulation S Global Note or the Unrestricted Global Note, such transfer may be effected only in accordance with the provisions of this Section 206(b)(i) and subject to the rules and procedures of the Depositary. Upon receipt by the Security Registrar of (A) an order given by the Depositary or its authorized representative directing that a beneficial interest in the Regulation S Global Note or Unrestricted Global Note in a specified principal amount be credited to a specified Agent Member’s account and that a beneficial interest in the Restricted Global Note in an equal amount be debited from the same or another specified Agent Member’s account and (B) an Unrestricted Notes Certificate, satisfactory to the Company and duly executed by the Holder of such Restricted Global Note or his attorney duly authorized in writing, then the Security Registrar shall reduce the principal amount of such Restricted Global Note and increase the principal amount of the Regulation S Global Note or the Unrestricted Global Note by such specified principal amount, provided that if the transfer is to occur during the Restricted Period, then such Person will take delivery in the form of a Regulation S Global Note.

          (ii)  Regulation S Global Note to Restricted Global Note. If, during the Restricted Period, the owner of a beneficial interest in the Regulation S Global Note wishes to transfer such interest to a Person who wishes to acquire the same in the form of a beneficial interest in the Restricted Global Note, such transfer may be effected only in accordance with this Section 206(b)(ii) and subject to the rules and procedures of the Depositary. Upon receipt by the Security Registrar of (A) an order given by the Depositary or its authorized representative directing that a beneficial interest in the Restricted Global Note in a specified principal amount be credited to a specified Agent Member’s account and that a beneficial interest in the Regulation S Global Note in an equal principal amount be debited from the same or another specified Agent Member’s account and (B) an Unrestricted Notes Certificate, satisfactory to the Company and duly executed by the Holder of such Regulation S Global Note or his attorney duly authorized in writing, then the Security Registrar, shall reduce the principal amount of such Regulation S Global Note and increase the principal amount of the Restricted Global Note by such specified principal amount.

          (iii)  Global Note to Non-Global Note . Except as set forth in this Indenture or pursuant to any such transfer in accordance with the Registration Rights Agreement, no Global Note may be exchanged in whole or in part for registered 2015 Notes, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof.

Section 207. Definitive Form.

If (a) the Depositary is at any time unwilling or unable to continue as depositary or ceases to be a registered clearing agency and, in either case, a successor depositary is not appointed by the Company within 90 days of notice thereof, (b) an Event of Default has occurred with regard to the 2015 Notes and has not been cured or waived, or (c) the Company at any time and in its sole discretion determines not to have the 2015 Notes represented by Global Securities, the Company may issue the 2015 Notes in definitive form in exchange for such Global Securities. In any such instance, an owner of a beneficial interest in 2015 Notes will be entitled to physical delivery in definitive form of 2015 Notes, equal in principal amount to such beneficial interest and to have 2015 Notes registered in its name as shall be established in a Company Order.

Section 208. Interest.

The 2015 Notes will bear interest (computed on the basis of a 360-day year consisting of twelve 30-day months) from February 3, 2009 at the rate of 10.125% per annum, payable semiannually; interest payable on each Interest Payment Date will include interest accrued from February 3, 2009, or from the most recent Interest Payment Date to which interest has been paid or duly provided for; the Interest Payment Dates on which such interest shall be payable are June 15 and December 15, commencing on June 15, 2009; and the record date for the interest payable on any Interest Payment Date is the close of business on June 1 or December 1 (whether or not such day is a Business Day), as the case may be, next preceding the relevant Interest Payment Date. Interest on each Exchange Note will accrue from the last interest payment date on which interest was paid on the 2015 Note surrendered in exchange therefore, or, if no interest has been paid on such 2015 Note, from the date of its original issue.

Section 209. Authorized Denominations.

The 2015 Notes shall be issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Section 210. Redemption.

The 2015 Notes are subject to redemption at the option of the Company as set forth in the form of the 2015 Note attached hereto as Exhibit A.

Section 211. Exchange Notes.

Unless the context otherwise requires, the 2015 Notes that are Original Notes, and the Exchange Notes issued in exchange for such Original Notes, shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers and redemptions. All Exchange Notes issued upon any exchange of such Original Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under the Indenture, as the Original Notes surrendered upon such exchange. Each Exchange Note delivered in exchange for an Original Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such Original Note.

The Company shall provide prompt written notice of any Registration Default to the Trustee and Paying Agent. Neither the Trustee nor the Paying Agent shall be charged with knowledge of a Registration Default until such time as a Responsible Officer of the Trustee or Paying Agent, as applicable, shall have received written notice thereof.

Section 212. Change of Control.

     (a) Upon the occurrence of a 2015 Change of Control Repurchase Event (as defined below), unless the Company has exercised its right to redeem all of the 2015 Notes in accordance with the redemption terms as set forth in the 2015 Notes or has defeased the 2015 Notes as set forth in the 2015 Notes, the Company shall make an irrevocable offer to each Holder of 2015 Notes to repurchase all or any part (equal to or in excess of $2,000 and in integral multiples of $1,000) of such Holder’s 2015 Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of 2015 Notes repurchased plus accrued and unpaid interest, if any, on the 2015 Notes repurchased to, but not including, the date of repurchase.

     (b) Within 30 days following any 2015 Change of Control Repurchase Event or, at the Company’s option, prior to any Change of Control, but in either case, after the public announcement of such Change of Control, the Company shall mail, or shall cause to be mailed, to each Holder of 2015 Notes, with a copy to the Trustee, a notice:

          (i) describing the transaction or transactions that constitute or may constitute the 2015 Change of Control Repurchase Event;

          (ii) offering to repurchase all of the 2015 Notes tendered;

          (iii) setting forth the payment date (the “2015 Change of Control Payment Date”) for the repurchase of the 2015 Notes, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed;

          (iv) if mailed prior to the date of consummation of the Change of Control, stating that the offer to repurchase is conditioned on a 2015 Change of Control Repurchase Event occurring on or prior to the 2015 Change of Control Payment Date specified in such notice;

          (v) disclosing that any 2015 Note not tendered for repurchase will continue to accrue interest; and

          (vi) specifying the procedures for tendering 2015 Notes.

     (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the 2015 Notes as a result of a 2015 Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the 2015 Change of Control Repurchase Event provisions of the 2015 Notes, the Company will comply with the applicable securities laws and regulations and

will not be deemed to have breached its obligations under the 2015 Change of Control Repurchase Event provisions of the 2015 Notes by virtue of such conflict.

     (d) On the repurchase date following a 2015 Change of Control Repurchase Event, the Company shall, to the extent lawful:

          (i) accept for payment all of the 2015 Notes or portions thereof properly tendered pursuant to such offer;

          (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all of the 2015 Notes or portions thereof properly tendered; and

          (iii) deliver or cause to be delivered to the Trustee the 2015 Notes properly accepted, together with an Officers’ Certificate of the Company stating the aggregate principal amount of 2015 Notes or portions thereof being repurchased by the Company.

     (e) Upon receipt of the required funds, the Paying Agent will promptly distribute to each Holder of 2015 Notes properly tendered the purchase price for such 2015 Notes deposited with the Paying Agent by the Company, the Company will execute and the Authenticating Agent, upon the execution and delivery by the Company of such 2015 Notes, will promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new 2015 Note equal in principal amount to any unpurchased portion of any 2015 Notes surrendered; provided that each new 2015 Note will be in a principal amount of an integral multiple of $1,000.

     (f) The Company shall not be required to make an offer to repurchase the 2015 Notes upon a 2015 Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all 2015 Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any 2015 Notes if there has occurred and is continuing on the 2015 Change of Control Payment Date an Event of Default in respect of any series of notes under the Indenture, other than a default in the payment of all or any portion of the aggregate purchase price in respect of all 2015 Notes or portions thereof properly tendered in connection with a 2015 Change of Control Repurchase Event.

     (g) Solely for purposes of this Section 212 in connection with the 2015 Notes, the following terms shall have the following meanings:

“2015 Below Investment Grade Ratings Event” means that on any day commencing 60 days prior to the first public announcement by the Company of any Change of Control (or pending Change of Control) and ending 60 days following consummation of such Change of Control (which period will be extended following consummation of a Change of Control for up to an additional 60 days for so long as either of the Rating Agencies has publicly announced that it is considering a possible ratings change), the 2015 Notes are downgraded to a rating that is below

Investment Grade by each of the Rating Agencies (regardless of whether the rating prior to such downgrade was Investment Grade or below Investment Grade).

“2015 Change of Control Repurchase Event” means the occurrence of both a Change of Control and a 2015 Below Investment Grade Ratings Event.

Section 213. Appointment of Agents.

Citibank, N.A. will initially be the Security Registrar and Paying Agent for the 2015 Notes and will act as such only at its offices (a) for Securities transfer purposes and for purposes of presentment and surrender of Securities for the final distributions thereon, at Citibank, N.A., 111 Wall Street, 15th Floor, New York, New York 10005, Attention: 15th Floor Window and (b) for all other purposes, at Citibank, N.A., 388 Greenwich Street, 14th Floor, New York, New York, 10013, Attention: Global Transaction Services, Vulcan Materials Company; or any other address that the Securities Registrar and Paying Agent may designate with respect to itself from time to time by notice to the Trustee, the Company and the Holders.

ARTICLE THREE
GENERAL TERMS AND CONDITIONS OF THE 2018 NOTES

Section 301. Designation and Principal Amount.

There is hereby authorized and established a series of Securities under the Indenture, designated as the “10.375% Notes due 2018”, which is not limited in aggregate principal amount. The aggregate principal amount of the 2018 Notes to be issued shall be as set forth in any Company Order for the authentication and delivery of the 2018 Notes, pursuant to Section 303 of the Indenture.

Section 302. Maturity.

The Stated Maturity of principal for the 2018 Notes will be December 15, 2018.

Section 303. Further Issues.

The Company may from time to time, without the consent of the Holders of the 2018 Notes, issue additional notes of that series. Any such additional notes will have the same ranking, interest rate, maturity date and other terms as the 2018 Notes. Any such additional notes, together with the 2018 Notes herein provided for, will constitute a single series of Securities under the Indenture.

Section 304. Form and Payment.

Principal of, premium, if any, and interest on the 2018 Notes shall be payable in U.S. dollars.

Section 305. Global Securities.

Upon the original issuance, the 2018 Notes will be represented by one or more Global Securities registered in the name of Cede & Co., the nominee of DTC. The Company will issue the 2018 Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof and will deposit the Global Securities with DTC or its custodian and register the Global Securities in the name of Cede & Co.

Section 306. Securities Act Legend; Transfers and Exchanges.

     (a) Upon the original issuance, the 2018 Notes shall be issued in the form of Restricted Global Notes.

     (b) Transfers and exchanges of the 2018 Notes and beneficial interests in such 2018 Notes represented by a Global Note shall be made only in accordance with this Section 306(b).

          (i)  Restricted Global Note to Regulation S Global Note or Unrestricted Global Note . If the owner of a beneficial interest in the Restricted Global Note wishes to transfer such interest to a Person who wishes to acquire the same in the form of a beneficial interest in the Regulation S Global Note or the Unrestricted Global Note, such transfer may be effected only in accordance with the provisions of this Section 306(b)(i) and subject to the rules and procedures of the Depositary. Upon receipt by the Security Registrar of (A) an order given by the Depositary or its authorized representative directing that a beneficial interest in the Regulation S Global Note or Unrestricted Global Note in a specified principal amount be credited to a specified Agent Member’s account and that a beneficial interest in the Restricted Global Note in an equal amount be debited from the same or another specified Agent Member’s account and (B) an Unrestricted Notes Certificate, satisfactory to the Company and duly executed by the Holder of such Restricted Global Note or his attorney duly authorized in writing, then the Security Registrar shall reduce the principal amount of such Restricted Global Note and increase the principal amount of the Regulation S Global Note or the Unrestricted Global Note by such specified principal amount, provided that if the transfer is to occur during the Restricted Period, then such Person will take delivery in the form of a Regulation S Global Note.

          (ii)  Regulation S Global Note to Restricted Global Note . If, during the Restricted Period, the owner of a beneficial interest in the Regulation S Global Note wishes to transfer such interest to a Person who wishes to acquire the same in the form of a beneficial interest in the Restricted Global Note, such transfer may be effected only in accordance with this Section 306(b)(ii) and subject to the rules and procedures of the Depositary. Upon receipt by the Security Registrar of (A) an order given by the Depositary or its authorized representative directing that a beneficial interest in the Restricted Global Note in a specified principal amount be credited to a specified Agent Member’s account and that a beneficial interest in the Regulation S Global Note in an equal principal amount be debited from the same or another specified Agent Member’s account and (B) an Unrestricted Notes Certificate, satisfactory to the Company and duly executed by the Holder of such Regulation S Global Note or his attorney duly authorized in writing, then the Security Registrar, shall reduce the principal amount of such Regulation S Global Note and increase the principal amount of the Restricted Global Note by such specified principal amount.

          (iii)  Global Note to Non-Global Note . Except as set forth in this Indenture or pursuant to any such transfer in accordance with the Registration Rights Agreement, no Global Note may be exchanged in whole or in part for registered 2018 Notes, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof.

Section 307. Definitive Form.

If (a) the Depositary is at any time unwilling or unable to continue as depositary or ceases to be a registered clearing agency and, in either case, a successor depositary is not appointed by the Company within 90 days of notice thereof, (b) an Event of Default has occurred with regard to the 2018 Notes and has not been cured or waived, or (c) the Company at any time and in its sole discretion determines not to have the 2018 Notes represented by Global Securities, the Company may issue the 2018 Notes in definitive form in exchange for such Global Securities. In any such instance, an owner of a beneficial interest in 2018 Notes will be entitled to physical delivery in definitive form of 2018 Notes, equal in principal amount to such beneficial interest and to have 2018 Notes registered in its name as shall be established in a Company Order.

Section 308. Interest.

The 2018 Notes will bear interest (computed on the basis of a 360-day year consisting of twelve 30-day months) from February 3, 2009 at the rate of 10.375% per annum, payable semiannually; interest payable on each Interest Payment Date will include interest accrued from February 3, 2009, or from the most recent Interest Payment Date to which interest has been paid or duly provided for; the Interest Payment Dates on which such interest shall be payable are June 15 and December 15, commencing on June 15, 2009; and the record date for the interest payable on any Interest Payment Date is the close of business on June 1 or December 1 (whether or not such day is a Business Day), as the case may be, next preceding the relevant Interest Payment Date. Interest on each Exchange Note will accrue from the last interest payment date on which interest was paid on the 2018 Note surrendered in exchange therefore, or, if no interest has been paid on such 2018 Note, from the date of its original issue.

Section 309. Authorized Denominations.

The 2018 Notes shall be issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Section 310. Redemption.

The 2018 Notes are subject to redemption at the option of the Company as set forth in the form of the 2018 Note attached hereto as Exhibit B.

Section 311. Exchange Notes.

Unless the context otherwise requires, the 2018 Notes that are Original Notes, and the Exchange Notes issued in exchange for such Original Notes, shall constitute one series for all purposes

under the Indenture, including without limitation, amendments, waivers and redemptions. All Exchange Notes issued upon any exchange of such Original Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under the Indenture, as the Original Notes surrendered upon such exchange. Each Exchange Note delivered in exchange for an Original Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such Original Note.

The Company shall provide prompt written notice of any Registration Default to the Trustee and Paying Agent. Neither the Trustee nor the Paying Agent shall be charged with knowledge of a Registration Default until such time as a Responsible Officer of the Trustee or Paying Agent, as applicable, shall have received written notice thereof.

Section 312. Change of Control.

     (a) Upon the occurrence of a 2018 Change of Control Repurchase Event (as defined below), unless the Company has exercised its right to redeem all of the 2018 Notes in accordance with the redemption terms as set forth in the 2018 Notes or has defeased the 2018 Notes as set forth in the 2018 Notes, the Company shall make an irrevocable offer to each Holder of 2018 Notes to repurchase all or any part (equal to or in excess of $2,000 and in integral multiples of $1,000) of such Holder’s 2018 Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of 2018 Notes repurchased plus accrued and unpaid interest, if any, on the 2018 Notes repurchased to, but not including, the date of repurchase.

     (b) Within 30 days following any 2018 Change of Control Repurchase Event or, at the Company’s option, prior to any Change of Control, but in either case, after the public announcement of such Change of Control, the Company shall mail, or shall cause to be mailed, to each Holder of 2018 Notes, with a copy to the Trustee, a notice:

          (i) describing the transaction or transactions that constitute or may constitute the 2018 Change of Control Repurchase Event;

          (ii) offering to repurchase all of the 2018 Notes tendered;

          (iii) setting forth the payment date (the “2018 Change of Control Payment Date”) for the repurchase of the 2018 Notes, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed;

          (iv) if mailed prior to the date of consummation of the Change of Control, stating that the offer to repurchase is conditioned on a 2018 Change of Control Repurchase Event occurring on or prior to the 2018 Change of Control Payment Date specified in such notice;

          (v) disclosing that any 2018 Note not tendered for repurchase will continue to accrue interest; and

          (vi) specifying the procedures for tendering 2018 Notes.

     (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the 2018 Notes as a result of a 2018 Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the 2018 Change of Control Repurchase Event provisions of the 2018 Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the 2018 Change of Control Repurchase Event provisions of the 2018 Notes by virtue of such conflict.

     (d) On the repurchase date following a 2018 Change of Control Repurchase Event, the Company shall, to the extent lawful:

          (i) accept for payment all of the 2018 Notes or portions thereof properly tendered pursuant to such offer;

          (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all of the 2018 Notes or portions thereof properly tendered; and

          (iii) deliver or cause to be delivered to the Trustee the 2018 Notes properly accepted, together with an Officers’ Certificate of the Company stating the aggregate principal amount of 2018 Notes or portions thereof being repurchased by the Company.

     (e) Upon receipt of the required funds, the Paying Agent will promptly distribute to each Holder of 2018 Notes properly tendered th