EXECUTION
      VERSION

     

    Texas
      Industries, Inc.

     

    and
      the Guarantors 

     

    listed
      on Schedule A hereto

     

    $300,000,000

     

    7.25%
      Senior Notes due 2013

     

    Purchase
      Agreement

     

    dated
      August 7, 2008

     

    Banc
      of
      America Securities LLC

     

    UBS
      Securities LLC

     

    Wachovia
      Capital Markets, LLC

     

    Wells
      Fargo Securities, LLC

     

    Comerica
      Securities, Inc.

     

    SunTrust
      Robinson Humphrey, Inc.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Purchase
      Agreement

     

    August
      7,
      2008

     

    BANC
      OF
      AMERICA SECURITIES LLC

    UBS
      SECURITIES LLC

    WACHOVIA
      CAPITAL MARKETS, LLC 

    WELLS
      FARGO SECURITIES, LLC

    COMERICA
      SECURITIES, INC.

    SUNTRUST
      ROBINSON HUMPHREY, INC.

    As
      Initial Purchasers

     

    c/o
      BANC
      OF AMERICA SECURITIES LLC

    One
      Bryant Park

    New
      York,
      New York 10036

     

    Ladies
      and Gentlemen:

     

    Texas
      Industries Inc., a Delaware corporation (the “Company”), proposes to issue and
      sell to the several Initial Purchasers named in Schedule B
      (the
“Initial Purchasers”), acting severally and not jointly, the respective amounts
      set forth in such Schedule B
      of
      $300,000,000 aggregate principal amount of the Company’s 7.25% Senior Notes due
      2013 (the “Notes”).

     

    The
      Notes
      will be issued pursuant to an existing indenture, dated as of July 6, 2005
      (the
“Existing Indenture”), among the Company, the Guarantors (as defined below) and
      Wells Fargo Bank, National Association, as trustee (the “Trustee”), as
      supplemented by a first supplemental indenture to be dated on or prior to the
      Closing Date (as defined in Section 2) (the “First Supplemental
      Indenture” and,
      together with the Existing Indenture, the “Indenture”). Notes issued in
      book-entry form will be issued in the name of Cede & Co., as nominee of The
      Depository Trust Company (the “Depositary”) pursuant to a DTC Agreement, to be
      dated on or prior to the Closing Date (as defined in Section 2) (the “DTC
      Agreement”), among the Company and the Depositary.

     

    The
      payment of principal of, premium and Liquidated Damages (as defined in the
      Indenture), if any, and interest on the Notes and the Exchange Notes (as defined
      below) will be fully and unconditionally guaranteed on a senior basis, jointly
      and severally by the Guarantors listed on Schedule
      A
      hereto
      (collectively, the “Guarantors”) pursuant to their guarantees (the
“Guarantees”). The Notes and the Guarantees attached thereto are herein
      collectively referred to as the “Securities” and the Exchange Notes and the
      Guarantees attached thereto are herein collectively referred to as the “Exchange
      Securities.”

     

    The
      holders of the Notes will be entitled to the benefits of a registration rights
      agreement, to be dated as of the Closing Date (the “Registration Rights
      Agreement”), among the Company, the Guarantors and the Initial Purchasers,
      pursuant to which the Company and the Guarantors will agree, to the extent
      the
      Notes are not Freely Tradable (as defined in the Registration Rights Agreement)
      as of the 375th
      day
      after the Closing Date, to file a registration statement with the Securities
      and
      Exchange Commission (the “Commission”) registering under the Securities Act of
      1933 (as amended, the “Securities Act,” which term, as used herein, includes the
      rules and regulations of the Commission promulgated thereunder) debt securities
      of the Company and the Guarantors with terms substantially identical to the
      Notes (the “Exchange Notes”) and the Guarantees thereof to be offered in
      exchange for the Notes and the Guarantees thereof (the “Exchange Offer”) and, to
      the extent required by the Registration Rights Agreement, a shelf registration
      statement relating to resales of the Notes.

     

    
      
        
        

      

      
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    The
      Company understands that the Initial Purchasers propose to make an offering
      of
      the Securities on the terms and in the manner set forth herein and in the
      Pricing Disclosure Package and the Final Offering Memorandum (each as defined
      below) and agrees that the Initial Purchasers may resell, subject to the
      conditions set forth herein, all or a portion of the Securities to subsequent
      purchasers (the “Subsequent Purchasers”) at any time after the date of this
      Purchase Agreement (this “Agreement”). The Securities are to be offered and sold
      to or through the Initial Purchasers without being registered with the
      Commission under the Securities Act, in reliance upon exemptions therefrom.
      The
      terms of the Securities and the Indenture will require that investors that
      acquire Securities expressly agree that Securities may only be resold or
      otherwise transferred, after the date hereof, if such Securities are registered
      for sale under the Securities Act or if an exemption from the registration
      requirements of the Securities Act is available (including the exemptions
      afforded by Rule 144A (“Rule 144A”) or Regulation S
      (“Regulation S”) thereunder).

     

    The
      Company has prepared a preliminary offering memorandum, dated as of August
      7,
      2008 (the “Preliminary Offering Memorandum”) and a pricing supplement thereto
      dated the date hereof (the “Pricing Supplement”). The Preliminary Offering
      Memorandum and the Pricing Supplement are herein referred to as the “Pricing
      Disclosure Package.” Promptly after the execution of this Agreement, the Issuers
      will prepare a final offering memorandum dated the date hereof (the “Final
      Offering Memorandum”). Unless stated to the contrary, any references herein to
      the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be
      deemed to refer to and include any information filed under the Securities
      Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used
      herein, includes the rules and regulations of the Commission promulgated
      thereunder), prior to the date hereof and incorporated by reference therein,
      and
      any references herein to the terms “amend,” “amendment” or “supplement” with
      respect to the Final Offering Memorandum shall be deemed to refer to and include
      any information filed under the Exchange Act subsequent to the date hereof
      that
      is incorporated by reference therein. All references in this Agreement to
      financial statements and schedules and other information which is “contained,”
“included” or “stated” (or other references of like import) in the Pricing
      Disclosure Package (including the Preliminary Offering Memorandum) or Final
      Offering Memorandum shall be deemed to mean and include all such financial
      statements and schedules and other information which are incorporated by
      reference in the Pricing Disclosure Package or Final Offering Memorandum, as
      the
      case may be.

     

    In
      connection with the issuance of the Notes, the Company is soliciting consents
      to
      a proposed amendment (the “Amendment”) to the Indenture (the “Consent
      Solicitation”) pursuant to the terms of a Consent Solicitation Statement dated
      August 7, 2008 (the “Consent Solicitation Statement”). If the Amendment is
      approved, it will be set forth in a second supplemental indenture (the “Second
      Supplemental Indenture”) to the Indenture.

     

    Each
      of
      the Company and the Guarantors hereby confirms its agreements with the Initial
      Purchasers as follows:

     

    Section
      1. Representations
      and Warranties.
      Each of
      the Company and the Guarantors hereby jointly and severally represents, warrants
      and covenants to each Initial Purchaser, as of the date hereof and as of the
      Closing Date (references in this Section 1 to the “Offering Memorandum” are to
      (x) the Pricing Disclosure Package in the case of representations and warranties
      made as of the date hereof and (y) the Final Offering Memorandum in the case
      of
      representations and warranties made as of the Closing Date), as
      follows:

     

    (a) No
      Registration Required.
      Subject
      to compliance by the Initial Purchasers with the representations and warranties
      set forth in Section 2 hereof and with the procedures set forth in
      Section 7 hereof, it is not necessary in connection with the offer, sale
      and delivery of the Securities to the Initial Purchasers and to each Subsequent
      Purchaser in the manner contemplated by this Agreement and the Offering
      Memorandum to register the Securities under the Securities Act or, until such
      time, if any, as the Exchange Securities are issued pursuant to an effective
      registration statement, to qualify the Indenture under the Trust Indenture
      Act
      of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the
      rules and regulations of the Commission promulgated thereunder).

     

    (b) No
      Integration of Offerings or General Solicitation.
      Neither
      the Company nor any Guarantor has, directly or indirectly, solicited any offer
      to buy or offered to sell, and will not, directly or indirectly, solicit any
      offer to buy or offer to sell, in the United States or to any United States
      citizen or resident, any security which is or would be integrated with the
      sale
      of the Securities in a manner that would require the Securities to be registered
      under the Securities Act. None of the Company, the Guarantors, their respective
      affiliates (as such term is defined in Rule 501(b) under the Securities Act
      (each, an “Affiliate”)), or any person acting on its or any of their behalf
      (other than the Initial Purchasers, as to whom neither the Company nor the
      Guarantors makes any representation or warranty) has engaged or will engage,
      in
      connection with the offering of the Securities, in any form of general
      solicitation or general advertising within the meaning of Rule 502(c) under
      the
      Securities Act. With respect to those Securities sold in reliance upon
      Regulation S, (i) none of the Company, the Guarantors, their respective
      Affiliates or any person acting on their behalf (other than the Initial
      Purchasers, as to whom neither the Company nor any Guarantor makes any
      representation or warranty) has engaged or will engage in any directed selling
      efforts within the meaning of Regulation S and (ii) each of the Company and
      the
      Guarantors and their respective Affiliates and any person acting on their behalf
      (other than the Initial Purchasers, as to whom neither the Company nor any
      Guarantor makes any representation or warranty) has complied and will comply
      with the offering restrictions set forth in Regulation S.

     

    
      
        
        

      

      
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    (c) Eligibility
      for Resale under Rule 144A.
      The
      Securities are eligible for resale pursuant to Rule 144A and will not be,
      at the Closing Date, of the same class as securities listed on a national
      securities exchange registered under Section 6 of the Exchange Act or
      quoted in a U.S. automated interdealer quotation system.

     

    (d) Pricing
      Disclosure Package and Offering
      Memorandum. Neither
      the Pricing Disclosure Package, as of the date hereof or as of the Closing
      Date,
      nor the Final Offering Memorandum, as of its date or (as amended or supplemented
      in accordance with Section 3(a), if applicable) as of the Closing Date, contains
      or represents any untrue statement of a material fact or omit to state a
      material fact necessary in order to make the statements therein, in the light
      of
      the circumstances under which they were made, not misleading; provided that
      this
      representation, warranty and agreement shall not apply to statements in or
      omissions from the Pricing Disclosure Package, the Final Offering Memorandum
      or
      any amendment or supplement thereto made in reliance upon and in conformity
      with
      information furnished to the Company in writing by any Initial Purchaser through
      Banc of America Securities LLC expressly for use in the Pricing Disclosure
      Package, the Final Offering Memorandum or amendment or supplement thereto,
      as
      the case may be. Each of the Pricing Disclosure Package and the Final Offering
      Memorandum, as of its date, contains all the information specified in, and
      meeting the requirements of, Rule 144A. No order preventing the use of the
      Preliminary Offering Memorandum, the Pricing Supplement or the Final Offering
      Memorandum, or any amendment or supplement thereto, or any order asserting
      that
      any of the transactions contemplated by this Agreement are subject to the
      registration requirements of the Securities Act, has been issued or, to the
      knowledge of the Company, has been threatened.

     

    (e) Other
      Written Communications. The
      Company (including its agents and representatives, other than the Initial
      Purchasers in their capacity as such) has not prepared, made, used, authorized,
      approved or referred to and will not prepare, make, use, authorize, approve
      or
      refer to any written communication that constitutes an offer to sell or
      solicitation of an offer to buy the Securities (each such communication by
      the
      Company or its agents and representatives an “Issuer Written Communication”)
      other than (i) the Pricing Disclosure Package, (ii) the Final Offering
      Memorandum, (iii) the documents listed on Annex A hereto and (iv) any electronic
      road show or other written communications. Each such Issuer Written
      Communication, when taken together with the Pricing Disclosure Package, did
      not,
      and at the Closing Date will not, contain any untrue statement of a material
      fact or omit to state a material fact necessary in order to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading. 

     

    The
      documents incorporated by reference in the Offering Memorandum at the time
      they
      were or hereafter are filed with the Commission complied and will comply in
      all
      material respects with the requirements of the Exchange Act.

     

    (f) The
      Purchase Agreement.
      This
      Agreement has been duly authorized, executed and delivered by, and is a valid
      and binding agreement of, the Company and each Guarantor, enforceable in
      accordance with its terms, except as rights to indemnification hereunder may
      be
      limited by applicable law and except as the enforcement hereof may be limited
      by
      bankruptcy, insolvency, reorganization, moratorium or other similar laws
      relating to or affecting the rights and remedies of creditors or by general
      equitable principles.

     

    (g) The
      Registration Rights Agreement.
      At
      the
      Closing Date, the Registration Rights Agreement will have been duly authorized,
      executed and delivered by, and will be a valid and binding agreement of, the
      Company and each of the Guarantors, enforceable against the Company and each
      Guarantor in accordance with its terms, except as the enforcement thereof may
      be
      limited by bankruptcy, insolvency, reorganization, moratorium or other similar
      laws relating to or affecting the rights and remedies of creditors or by general
      equitable principles and except as rights to indemnification thereunder may
      be
      limited by applicable law.

     

    
      
        
        

      

      
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    (h) The
      DTC Agreement. At
      the
      Closing Date, the DTC Agreement will have been duly authorized, executed and
      delivered by the Company, and, assuming the due authorization, execution and
      delivery thereof by the other parties thereto, will be a valid and binding
      agreement of the Company, enforceable against the Company in accordance with
      its
      terms, except as the enforcement thereof may be limited by bankruptcy,
      insolvency, reorganization, moratorium or other similar laws relating to or
      affecting the rights and remedies of creditors or by general equitable
      principles. 

     

    (i) Authorization
      of the Securities and the Exchange Securities.
      (i)
      The
      Notes to be purchased by the Initial Purchasers from the Company are in the
      form
      contemplated by the Indenture, have been duly authorized for issuance and sale
      pursuant to this Agreement and the Indenture, at the Closing Date will have
      been
      duly executed by the Company and, when authenticated in the manner provided
      for
      in the Indenture and delivered against payment of the purchase price therefor,
      will constitute valid and binding agreements of the Company, enforceable in
      accordance with their terms, except as the enforcement thereof may be limited
      by
      bankruptcy, insolvency, reorganization, moratorium or other similar laws
      relating to or affecting the rights and remedies of creditors or by general
      equitable principles and will be entitled to the benefits of the Indenture.
      (ii)
      The Exchange Notes have been duly and validly authorized for issuance by the
      Company and, if and when issued and authenticated in accordance with the terms
      of the Indenture, the Registration Rights Agreement and the Exchange Offer,
      will
      constitute valid and binding obligations of the Company, enforceable against
      the
      Company in accordance with their terms, except as the enforcement thereof may
      be
      limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws
      relating to or affecting enforcement of the rights and remedies of creditors
      or
      by general principles of equity and will be entitled to the benefits of the
      Indenture. (iii) The Guarantees of the Notes and the Exchange Notes are in
      the
      respective forms contemplated by the Indenture, have been duly authorized for
      issuance and sale pursuant to this Agreement and the Indenture and, when duly
      executed by each of the Guarantors, when the Notes have been authenticated
      in
      the manner provided for in the Indenture and delivered against payment of the
      purchase price therefor, and if and when the Exchange Notes have been issued
      and
      authenticated in accordance with the terms of the Indenture, the Registration
      Rights Agreement and the Exchange Offer, the Guarantees thereof, respectively,
      will constitute valid and binding agreements of the Guarantors, enforceable
      against the Guarantors in accordance with their terms, except as the enforcement
      thereof may be limited by bankruptcy, insolvency, reorganization, moratorium
      or
      other similar laws relating to or affecting the rights and remedies of creditors
      or by general equitable principles and will be entitled to the benefits of
      the
      Indenture.

     

    (j) Authorization
      of the Indenture.
      The
      Existing Indenture has been duly authorized, executed and delivered by the
      Company and each of the Guarantors and, at the Closing Date, the First
      Supplemental Indenture will have been duly authorized, executed and delivered
      by
      the Company and each of the Guarantors and the Indenture will constitute a
      valid
      and binding agreement of the Company and each of the Guarantors, enforceable
      against the Company and each of the Guarantors in accordance with its terms,
      except as the enforcement thereof may be limited by bankruptcy, insolvency,
      reorganization, moratorium or other similar laws relating to or affecting the
      rights and remedies of creditors or by
      general
      equitable principles.

     

    (k) Authorization
      of the Consent Solicitation.
      The
      Company has taken all necessary corporate action to authorize the Consent
      Solicitation. As of the date on which the Consent Solicitation is consummated
      (assuming receipt by the Company of the requisite consents pursuant to the
      Consent Solicitation), the Company will have all necessary corporate power
      and
      authority to execute and deliver the Second Supplemental Indenture and perform
      all of its obligations contemplated under the Consent Solicitation Statement.
      

     

    (l) Description
      of the Securities and the Indenture.
      The
      Notes, the Guarantees of the Notes and the Indenture and, if applicable, the
      Exchange Notes and the Guarantees of the Exchange Notes will conform in all
      material respects to the respective statements relating thereto contained in
      the
      Offering Memorandum. The Exchange Notes and the Guarantees of the Exchange
      Securities will conform in all material respects to the respective statements
      relating thereto contained in the Offering Memorandum and the Registration
      Statement at the time such Registration Statement becomes effective, if
      applicable.

     

    
      
        
        

      

      
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    (m) No
      Material Adverse Change.
      Except
      as otherwise disclosed in the Offering Memorandum, subsequent to the respective
      dates as of which information is given in the Offering Memorandum: (i) there
      has
      been no material adverse change, or any development that could reasonably be
      expected to result in such a material adverse change, in the condition,
      financial or otherwise, or in the earnings, business, operations or prospects,
      whether or not arising from transactions in the ordinary course of business,
      of
      the Company and its subsidiaries, considered as one entity, or the Guarantors,
      considered as one entity (any such change is called a “Material Adverse
      Change”); (ii) neither the Company and its subsidiaries, considered as one
      entity, nor the Guarantors, considered as one entity, have incurred any material
      liability or obligation, indirect, direct or contingent, not in the ordinary
      course of business nor entered into any material transaction or agreement not
      in
      the ordinary course of business; and (iii) except as disclosed in the Offering
      Memorandum and except for the regular quarterly dividends on the Common Stock
      in
      amounts per share that are consistent with past practice, there has been no
      dividend or distribution of any kind declared, paid or made by the Company
      or,
      except for dividends paid to the Company or other subsidiaries, any of its
      subsidiaries on any class of capital stock or repurchase or redemption by the
      Company or any of its subsidiaries of any class of capital stock.

     

    (n) Independent
      Accountants.
      Ernst
      & Young LLP, who have expressed their opinion with respect to the financial
      statements (which term as used in this Agreement includes the related notes
      thereto) filed with the Commission and included in the Offering Memorandum
      is an
      independent registered public accounting firm within the meaning of Regulation
      S-X under the Securities Act and the Exchange Act.

     

    (o) Preparation
      of the Financial Statements.
      The
      financial statements, together with the related notes, included in the Offering
      Memorandum present fairly the consolidated financial position of the Company
      and
      its subsidiaries as of and at the dates indicated and the results of their
      operations and cash flows for the periods specified. Such financial statements
      have been prepared in conformity with generally accepted accounting principles,
      as applied in the United States, applied on a consistent basis throughout the
      periods involved, except as may be expressly stated in the related notes
      thereto. The financial data set forth in the Offering Memorandum under the
      caption “Summary-Summary Historical Consolidated Financial and Other Data”
fairly present the information set forth therein on a basis consistent with
      that
      of the audited financial statements contained in the Offering
      Memorandum.

     

    (p) Incorporation
      and Good Standing of the Company and its Subsidiaries.
      Each of
      the Company and its subsidiaries has been duly incorporated or organized, as
      applicable, and is validly existing as a corporation, trust, limited liability
      company, limited partnership or general partnership in good standing under
      the
      laws of the jurisdiction of its incorporation or organization and has corporate,
      trust, limited liability company, or partnership power and authority to own,
      lease and operate its properties and to conduct its business as described in
      the
      Offering Memorandum and, in the case of the Company and each of the Guarantors,
      to enter into and perform its obligations, as applicable, under each of this
      Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities,
      the Exchange Securities and the Indenture. The Company and each subsidiary
      is
      duly qualified as a foreign corporation, trust, limited liability company,
      limited partnership, or general partnership, as applicable, to transact business
      and is in good standing in each jurisdiction in which such qualification is
      required, whether by reason of the ownership or leasing of property or the
      conduct of business, except for such jurisdictions where the failure to so
      qualify or to be in good standing would not, individually or in the aggregate,
      result in a Material Adverse Change. The only jurisdictions in which the Company
      and its subsidiaries are required to be so qualified are set forth in
Schedule
      C
      hereto.
      All of the issued and outstanding capital stock or partnership or other
      ownership interest of each subsidiary has been duly authorized and validly
      issued, is fully paid and nonassessable and, except as disclosed in the Offering
      Memorandum, is owned by the Company, directly or through subsidiaries, free
      and
      clear of any security interest, mortgage, pledge, lien, encumbrance or claim.
      

     

    (q) Capitalization
      and Other Capital Stock Matters.
      As
      of May
      31, 2008, on a consolidated basis, after giving pro forma effect to the
      transaction contemplated hereby, the Company will have an outstanding
      capitalization as set forth in the Offering Memorandum under the caption
“Capitalization” (other than for subsequent issuances of capital stock, if any,
      pursuant to employee benefit plans). All of the outstanding shares of capital
      stock of the Company have been duly authorized and validly issued, are fully
      paid and nonassessable and have been issued in compliance with federal and
      state
      securities laws. None of the outstanding shares of capital stock of the Company
      were issued in violation of any preemptive rights, rights of first refusal
      or
      other similar rights to subscribe for or purchase securities of the
      Company.

     

    
      
        
        

      

      
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    (r) Stock
      Exchange Listing.
      The
      Common Stock of the Company is registered pursuant to Section 12(b) of the
      Exchange Act and is listed on the New York Stock Exchange (the “NYSE”), and the
      Company has taken no action designed to, or likely to have the effect of,
      terminating the registration of the Common Stock under the Exchange Act or
      delisting the Common Stock from the NYSE, nor has the Company received any
      notification that the Commission or the NYSE is contemplating terminating such
      registration or listing.

     

    (s) Non-Contravention
      of Existing Instruments; No Further Authorizations or Approvals
      Required.
      Neither
      the Company nor any of its subsidiaries is in violation of its charter or
      by-laws, or in default (or, with the giving of notice or lapse of time or both,
      would be in default) (“Default”) under any indenture, mortgage, loan or credit
      agreement, note, contract, franchise, lease or other instrument to which the
      Company or any of its subsidiaries is a party or by which it or any of them
      may
      be bound or to which any of the property or assets of the Company or any of
      its
      subsidiaries is subject (each, an “Existing Instrument”), except for such
      Defaults as would not, individually or in the aggregate, result in a Material
      Adverse Change. The Company’s and each Guarantors’ execution, delivery and
      performance of this Agreement, the Registration Rights Agreement and the First
      Supplemental Indenture, the issuance and delivery of the Securities and, if
      applicable, the Exchange Securities and the Company’s execution, delivery and
      performance of the DTC Agreement (i) have been duly authorized by all necessary
      corporate, trust, limited liability company or partnership action of the Company
      and the Guarantors and will not result in any violation of the provisions of
      the
      charter or by-laws, trust agreement, operating agreement or partnership
      agreement of the Company or any subsidiary, (ii) will not conflict with or
      constitute a breach of, or constitute a Default or a Debt Repayment Triggering
      Event (as defined below) under, or result in the creation or imposition of
      any
      lien, charge or encumbrance upon any property or assets of the Company or any
      of
      its subsidiaries pursuant to, or require the consent of any other party to,
      any
      Existing Instrument, except for such conflicts, breaches, Defaults, liens,
      charges or encumbrances as would not, individually or in the aggregate, result
      in a Material Adverse Change and such consents as have been obtained and are
      in
      full force and effect and (iii) will not result in any violation of any law,
      administrative regulation or administrative or court decree applicable to the
      Company or any subsidiary. No consent, approval, authorization or other order
      of, or registration or filing with, any court or other governmental or
      regulatory authority or agency, is required for the Company’s or any
      Guarantor’s, as applicable, execution, delivery and performance of this
      Agreement, the Registration Rights Agreement, the DTC Agreement or the First
      Supplemental Indenture, or the issuance and delivery of the Securities or,
      if
      applicable, the Exchange Securities, except such as have been obtained or made
      by the Company or such Guarantors and are in full force and effect and except
      such as may be required by federal and state securities laws with respect to
      the
      filing and effectiveness of the applicable registration statement under the
      Securities Act and qualification of the Indenture under the Trust Indenture
      Act
      in connection with the Registration Rights Agreement. As used herein, a “Debt
      Repayment Triggering Event” means any event or condition which gives, or with
      the giving of notice or lapse of time would give, the holder of any note,
      debenture or other evidence of indebtedness (or any person acting on such
      holder’s behalf) the right to require the repurchase, redemption or repayment of
      all or a portion of such indebtedness by the Company or any of its subsidiaries.
      The Existing Agreements listed in Schedule
      D
      hereto
      (the “Material Existing Instruments”) are the only agreements that are material
      to the Company and its subsidiaries taken as a whole.

     

    (t) No
      Material Actions or Proceedings.
      Except
      as
      otherwise disclosed in the Offering Memorandum, there are no legal or
      governmental actions, suits or proceedings pending or, to the best of the
      Company’s and the Guarantors’ knowledge, threatened (i) against or affecting the
      Company or any of its subsidiaries, or (ii) which has as the subject thereof
      any
      property owned or leased by, the Company or any of its subsidiaries, where
      in
      any such case (A) there is a reasonable possibility that such action, suit
      or
      proceeding might be determined adversely to the Company or such subsidiary
      and
      (B) any such action, suit or proceeding, if so determined adversely, would
      reasonably be expected to result in a Material Adverse Change. No material
      labor
      dispute with the employees of the Company or any of its subsidiaries exists
      or,
      to the best of the Company’s and the Guarantors’ knowledge, is threatened or
      imminent. 

     

    (u) Intellectual
      Property Rights.
      The
      Company and its subsidiaries own or possess sufficient trademarks, trade names,
      patent rights, copyrights, licenses, approvals, trade secrets and other similar
      rights (collectively, “Intellectual Property Rights”) reasonably necessary to
      conduct their businesses as now conducted; and the expected expiration of any
      of
      such Intellectual Property Rights would not reasonably be expected to result
      in
      a Material Adverse Change. Neither the Company nor any of its subsidiaries
      has
      received any notice of infringement or conflict with asserted Intellectual
      Property Rights of others, which infringement or conflict, if the subject of
      an
      unfavorable decision, would reasonably be expected to result in a Material
      Adverse Change.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (v) All
      Necessary Permits,
      etc.
      The
      Company and each subsidiary possess such valid and current certificates,
      authorizations or permits issued by the appropriate local, state, federal or
      foreign regulatory agencies or bodies necessary to conduct their respective
      businesses, each such certificate, authorization and permit being in full force
      and effect, and the Company and each subsidiary is in compliance with the terms
      of each such certificate, authorization and permit, except where the failure
      to
      so possess or comply would not, individually or in the aggregate, result in
      a
      Material Adverse Change. Except as disclosed in the Offering Memorandum, neither
      the Company nor any subsidiary has received any notice of proceedings relating
      to the revocation or modification of, or non-compliance with, any such
      certificate, authorization or permit which, singly or in the aggregate, if
      the
      subject of an unfavorable decision, ruling or finding, would result in a
      Material Adverse Change.

     

    (w) Title
      to Properties.
      The
      Company and each of its subsidiaries has good and marketable title to all the
      properties and assets reflected as owned in the financial statements referred
      to
      in Section 1(o) above (or elsewhere in the Offering Memorandum), in each
      case free and clear of any security interests, mortgages, liens, encumbrances,
      equities, claims and other defects, except such as do not materially and
      adversely affect the value of such property and do not materially interfere
      with
      the use made or proposed to be made of such property by the Company or such
      subsidiary. The real property, improvements, equipment and personal property
      held under lease by the Company or any subsidiary are held under valid and
      enforceable leases, with such exceptions as are not material and do not
      materially interfere with the use made or proposed to be made of such real
      property, improvements, equipment or personal property by the Company or such
      subsidiary.

     

    (x) Tax
      Law Compliance.
      The
      Company and its consolidated subsidiaries have filed all necessary material
      federal, state and foreign income and franchise tax returns and have paid all
      material taxes required to be paid by any of them and, if due and payable,
      any
      related or similar assessment, fine or penalty levied against any of them,
      except for such taxes that are contested in good faith by proper proceedings.
      The Company has made adequate charges, accruals and reserves in the applicable
      financial statements referred to in Section 1(o) above in respect of all
      federal, state and foreign income and franchise taxes for all periods as to
      which the tax liability of the Company or any of its consolidated subsidiaries
      has not been finally determined.

     

    (y) Company
      Not an “Investment Company”.
      The
      Company is not, and after giving effect to the Transactions, will not be, an
      “investment company” within the meaning of Investment Company Act of 1940, as
      amended (the “Investment Company Act”) and will conduct its business in a manner
      so that it will not become subject to the Investment Company Act.

     

    (z) Insurance.
      Except
      as otherwise disclosed in the Offering Memorandum, each of the Company and
      its
      subsidiaries are insured by recognized, financially sound institutions with
      coverage in such amounts and with such deductibles and covering such risks
      as
      are generally deemed prudent and customary for their businesses including,
      but
      not limited to, policies covering real and personal property owned or leased
      by
      the Company and its subsidiaries against theft, damage, destruction, acts of
      vandalism and earthquakes. The Company has no reason to believe that it or
      any
      subsidiary will not be able (i) to renew its existing insurance coverage as
      and
      when such policies expire or (ii) to obtain comparable coverage from similar
      institutions as may be necessary or appropriate to conduct its business as
      now
      conducted and at a cost that would not result in a Material Adverse Change.
      Neither the Company nor any subsidiary has been denied any insurance coverage
      that it has sought or for which it has applied.

     

    (aa) No
      Price Stabilization or Manipulation.
      Neither
      the Company nor any Guarantor has taken or will take, directly or indirectly,
      any action designed to or that might be reasonably expected to cause or result
      in stabilization or manipulation of the price of any security of the Company
      to
      facilitate the sale or resale of the Securities.

     

    (bb) Solvency.
      Each of
      the Company and the Guarantors is, and as of the Closing Date will be, Solvent.
      As used herein, the term “Solvent” means, with respect to the Company and each
      Guarantor on a particular date, that on such date (i) the fair market value
      of its assets is greater than the total amount of its liabilities (including
      contingent liabilities), (ii) the present fair salable value of its assets
      is greater than the amount that will be required to pay its probable liabilities
      on its debts as they become absolute and matured, (iii) it is then able to
      realize upon its assets and pay its debts and other liabilities, including
      contingent obligations, as they mature, (iv) it does not have unreasonably
      small capital to carry on its business as conducted and as proposed to be
      conducted and (v) it does not intend to, and does not believe that it will,
      incur debts and liabilities beyond its ability to pay as such debts and
      liabilities mature.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (cc) Company’s
      Accounting System.
      The
      Company maintains a system of accounting controls sufficient to provide
      reasonable assurances that: (i) transactions are executed in accordance with
      management’s general or specific authorization; (ii) transactions are recorded
      as necessary to permit preparation of financial statements in conformity with
      generally accepted accounting principles, as applied in the United States,
      and
      to maintain accountability for assets; (iii) access to assets is permitted
      only
      in accordance with management’s general or specific authorization; and (iv) the
      recorded accountability for assets is compared with existing assets at
      reasonable intervals and appropriate action is taken with respect to any
      differences. Except as otherwise disclosed in the Offering Memorandum, the
      Company is not aware, and the Company’s auditors have not brought to the
      Company’s attention: (i) any significant deficiencies or material
      weaknesses in the design or operation of internal controls which could adversely
      affect the Company’s ability to record, process, summarize, and report financial
      data; or (ii) any fraud, whether or not material, that involves management
      or other employees who have a role in the Company’s internal
      controls.

     

    (dd) Sarbanes-Oxley.
      There
      is
      and has been no failure on the part of the Company and any of the Company’s
      directors or officers, in their capacities as such, to comply in any material
      respect with any provision of the Sarbanes-Oxley Act of 2002 and the rules
      and
      regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”),
      including Section 402 related to loans and Sections 302 and 906 related to
      certifications.

     

    (ee) Compliance
      with Environmental Laws.
      Except
      as
      otherwise disclosed in the Offering Memorandum or would not, individually or
      in
      the aggregate, reasonably be expected to result in a Material Adverse Change
      (i)
      neither the Company nor any of its subsidiaries is in violation of any federal,
      state, local or foreign law or regulation relating to pollution or protection
      of
      human health or the environment (including, without limitation, ambient air,
      surface water, groundwater, land surface or subsurface strata) or wildlife,
      including without limitation, laws and regulations relating to emissions,
      discharges, releases or threatened releases of chemicals, pollutants,
      contaminants, wastes, toxic substances, hazardous substances, petroleum and
      petroleum products (collectively, “Materials of Environmental Concern”), or
      otherwise relating to the manufacture, processing, distribution, use, treatment,
      storage, disposal, transport or handling of Materials of Environmental Concern
      (collectively, “Environmental Laws”), which violation includes, but is not
      limited to, noncompliance with any permits or other governmental authorizations
      required for the operation of the business of the Company or its subsidiaries
      under applicable Environmental Laws, or noncompliance with the terms and
      conditions thereof, nor has the Company or any of its subsidiaries received
      any
      written communication, whether from a governmental authority, citizens group,
      employee or otherwise, that alleges that the Company or any of its subsidiaries
      is in violation of any Environmental Law; (ii) there is no claim, action or
      cause of action filed with a court or governmental authority of which the
      Company has been served, notified or otherwise made aware, no investigation
      with
      respect to which the Company or any of its subsidiaries has received written
      notice, and no written notice by any person or entity alleging potential
      liability for investigatory costs, cleanup costs, governmental responses costs,
      natural resources damages, property damages, personal injuries, attorneys’ fees
      or penalties arising out of, based on or resulting from the presence, or release
      into the environment, of any Material of Environmental Concern at any location
      owned, leased or operated by the Company or any of its subsidiaries, now or
      in
      the past (collectively, “Environmental Claims”), pending or, to the best of the
      Company’s or any Guarantor’s knowledge, threatened against the Company or any of
      its subsidiaries or any person or entity whose liability for any Environmental
      Claim the Company or any of its subsidiaries has retained or assumed either
      contractually or by operation of law; and (iii) to the best of the Company’s and
      each Guarantor’s knowledge, there are no past or present actions, activities,
      circumstances, conditions, events or incidents, including, without limitation,
      the release, emission, discharge, presence or disposal of any Material of
      Environmental Concern, that reasonably could result in a violation of any
      Environmental Law or form the basis of an Environmental Claim against the
      Company or any of its subsidiaries or against any person or entity whose
      liability for any Environmental Claim the Company or any of its subsidiaries
      has
      retained or assumed either contractually or by operation of law. 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (ff) Periodic
      Review of Costs of Environmental Compliance.
      In
      the
      ordinary course of its business, the Company conducts a periodic review of
      the
      effect of Environmental Laws on the business, operations and properties of
      the
      Company and its subsidiaries, in the course of which it identifies and evaluates
      associated costs and liabilities (including, without limitation, any capital
      or
      operating expenditures required for clean-up, closure of properties or
      compliance with Environmental Laws or any permit, license or approval, any
      related constraints on operating activities and any potential liabilities to
      third parties). On the basis of such review and the amount of its established
      reserves, the Company has reasonably concluded that such associated costs and
      liabilities would not, individually or in the aggregate, reasonably be expected
      to result in a Material Adverse Change.

     

    (gg) ERISA
      Compliance.
      The
      Company and its subsidiaries and any “employee benefit plan” (as defined under
      the Employee Retirement Income Security Act of 1974, as amended, and the
      regulations and published interpretations thereunder (collectively, “ERISA”))
      established or maintained by the Company, its subsidiaries or their “ERISA
      Affiliates” (as defined below) are in compliance in all material respects with
      the applicable provisions of ERISA, or if not in material compliance would
      not
      result in a Material Adverse Change. “ERISA Affiliate” means, with respect to
      the Company or a subsidiary, any member of any group of organizations described
      in Sections 414(b), (c), (m) or (o) of the Code of which the Company or such
      subsidiary is a member. No “reportable event” (as defined under ERISA) for which
      notice requirements have not been waived has occurred or is reasonably expected
      to occur with respect to any “employee benefit plan” established or maintained
      by the Company, its subsidiaries or any of their ERISA Affiliates and which
      is
      covered by Title IV of ERISA, except for such reportable events which would
      not,
      individually or in the aggregate, result in a Material Adverse Change. No
“employee benefit plan” established or maintained by the Company, its
      subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan”
were terminated as of the most recent annual valuation date for such plan,
      would
      have an “amount of unfunded benefit liabilities” (as defined under ERISA) that
      would result in a Material Adverse Change. None of the Company, its subsidiaries
      or any of their ERISA Affiliates has incurred or reasonably expects to incur
      any
      material liability under (i) Title IV of ERISA with respect to termination
      of,
      or withdrawal from, any “employee benefit plan” or (ii) Sections 4971, 4975 or
      4980B(a) of the Code. Each “employee benefit plan” established or maintained by
      the Company, its subsidiaries or any of their ERISA Affiliates that is intended
      to be qualified under Section 401(a) of the Code is so qualified and nothing
      has
      occurred, whether by action or failure to act, which would cause the loss of
      such qualification. 

     

    (hh) Compliance
      with Regulation S.
      The
      Company, the Guarantors and their respective affiliates and all persons acting
      on their behalf (other than the Initial Purchasers, as to whom the Company
      and
      the Guarantors make no representation) have complied with and will comply with
      the offering restrictions requirements of Regulation S in connection with
      the offering of the Securities outside the United States and, in connection
      therewith, the Offering Memorandum will contain the disclosure required by
      Rule 902(g)(2)
      of the Securities Act.

     

    (ii) Reporting
      Issuer.
      The
      Company is a “reporting issuer,” as defined in Rule 902 under the Securities
      Act.

     

    Any
      certificate signed by an officer of the Company or any Guarantor and delivered
      to the Initial Purchasers or to counsel for the Initial Purchasers on the
      Closing Date shall be deemed to be a representation and warranty by the Company
      or such Guarantor to each Initial Purchaser as to the matters set forth
      therein.

     

    Section
      2. Purchase,
      Sale and Delivery of the Securities.

     

    (a) The
      Securities.
      The
      Company and the Guarantors agree to issue and sell to the several Initial
      Purchasers, severally and not jointly, all of the Securities upon the terms
      herein set forth. On the basis of the representations, warranties and agreements
      herein contained, and upon the terms but subject to the conditions herein set
      forth, the Initial Purchasers agree, severally and not jointly, to purchase
      from
      the Company the aggregate principal amount of Securities set forth opposite
      their names on Schedule B,
      at a
      purchase price of 92.35% of the principal amount thereof plus accrued and unpaid
      interest thereon from July 15, 2008, payable on the Closing Date. 

     

    (b) The
      Closing Date.
      Delivery
      of certificates for the Securities in definitive form to be purchased by the
      Initial Purchasers and payment therefor shall be made at the offices of Shearman
      & Sterling LLP, 599 Lexington Avenue, New York, New York 10022 (or such
      other place as may be agreed to by the Company and the Initial Purchasers)
      at
      9:00 a.m., New York City time, on August 18, 2008, or such other time and date
      as Banc of America Securities LLC shall designate by notice to the Company
      (the
      time and date of such closing are called the “Closing Date”). The Company hereby
      acknowledges that circumstances under which Banc of America Securities LLC
      may
      provide notice to postpone the Closing Date as originally scheduled include,
      but
      are in no way limited to, any determination by the Company or Banc of America
      Securities LLC to recirculate to investors copies of an amended or supplemented
      Offering Memorandum or a delay as contemplated by the provisions of Section
      16
      hereof.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (c) Delivery
      of the Securities.
      The
      Company shall deliver, or cause to be delivered, to Banc of America Securities
      LLC for the accounts of the several Initial Purchasers certificates for the
      Securities at the Closing Date against the irrevocable release of a wire
      transfer of immediately available funds for the amount of the purchase price
      therefor. The certificates for the Securities shall be in such denominations
      and
      registered in the name of Cede & Co., as nominee of the Depositary,
      pursuant to the DTC Agreement, and shall be made available for inspection on
      the
      business day preceding the Closing Date at a location in New York City, as
      the
      Initial Purchasers may designate. Time shall be of the essence, and delivery
      at
      the time and place specified in this Agreement is a further condition to the
      obligations of the Initial Purchasers.

     

    (d) Delivery
      of Final Offering Memorandum to the Initial Purchasers.
      As
      promptly as practicable following the execution and delivery of this Agreement
      and in any event not later than 12:00 p.m., New York City time, on the second
      business day following the date hereof, to prepare and deliver to the Initial
      Purchasers the Final Offering Memorandum, which shall consist of the Preliminary
      Offering Memorandum as modified only by the information contained in the Pricing
      Supplement.

     

    (e) Initial
      Purchasers as Qualified Institutional Buyers.
      Each
      Initial Purchaser severally and not jointly represents and warrants to, and
      agrees with, the Company that it is a “qualified institutional buyer” within the
      meaning of Rule 144A (a “Qualified Institutional Buyer”) and an “accredited
      investor” within the meaning of Rule 501(a) under the Securities Act (an
“Accredited Investor”).

     

    (f) Consent
      to Amendment. By
      execution hereof each Initial Purchaser agrees (x) that by purchasing the Notes
      in accordance with the terms hereof it shall be deemed to have irrevocably
      consented to the Amendment and (y) not to transfer the Notes to any Subsequent
      Purchaser unless such Subsequent Purchaser agrees to deliver a consent form
      to
      the Company’s Depositary and Tabulation Agent (as described in the Consent
      Solicitation Statement ) and that any such sale shall be deemed to be an
      assignment of the right to the Consent Payment (as defined in the Consent
      Solicitation Statement ) to such Subsequent Purchaser.

     

    Section
      3. Additional
      Covenants.
      Each of
      the Company and the Guarantors, jointly and severally, further covenants and
      agrees with each Initial Purchaser, as follows:

     

    (a) Initial
      Purchasers’ Review of Proposed Amendments and Supplements.
      Prior
      to
      amending or supplementing the Preliminary Offering Memorandum or the Pricing
      Supplement, or the Final Offering Memorandum prior to the Closing Date, the
      Company shall furnish to the Initial Purchasers for review a copy of each such
      proposed amendment or supplement, and the Company shall not use any such
      proposed amendment or supplement to which the Initial Purchasers reasonably
      object.

     

    (b) Amendments
      and Supplements to the Offering Memorandum and Other Securities Act
      Matters.
      If,
      prior
      to the later of (x) the Closing Date and (y) completion of the placement of
      the
      Securities by the Initial Purchasers with the Subsequent Purchasers, any event
      shall occur or condition exist as a result of which it is necessary to amend
      or
      supplement the Final Offering Memorandum, as then amended or supplemented,
      in
      order to make the statements therein, in the light of the circumstances under
      which they are made, not misleading, or if in the opinion of the Initial
      Purchasers or counsel for the Initial Purchasers it is otherwise necessary
      to
      amend or supplement the Final Offering Memorandum to comply with law, the
      Company agrees to promptly prepare (subject to Section 3(a) hereof), and furnish
      at its own expense to the Initial Purchasers, amendments or supplements to
      the
      Final Offering Memorandum so that the statements in the Final Offering
      Memorandum, as so amended or supplemented, will not, in the light of the
      circumstances at the Closing Date and at the time of sale of Securities, be
      misleading or so that the Final Offering Memorandum, as amended or supplemented,
      will comply with applicable law.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Following
      the consummation of the Exchange Offer or the effectiveness of an applicable
      shelf registration statement and for so long as the Securities are outstanding
      if, in the reasonable judgment of the Initial Purchasers, the Initial Purchasers
      or any of their affiliates (as such term is defined in the rules and regulations
      under the Securities Act) are required to deliver a prospectus in connection
      with sales of, or market-making activities with respect to, such securities,
      each of the Company and the Guarantors agree (A) to periodically amend the
      applicable registration statement so that the information contained therein
      complies with the requirements of Section 10(a) of the Securities Act,
      (B) to amend the applicable registration statement or supplement the
      related prospectus or the documents incorporated therein when necessary to
      reflect any material changes in the information provided therein so that the
      registration statement and the prospectus will not contain any untrue statement
      of a material fact or omit to state any material fact necessary in order to
      make
      the statements therein, in the light of the circumstances existing as of the
      date the prospectus is so delivered, not misleading and  to provide the
      Initial Purchasers with copies of each amendment or supplement filed and (C)
      to
      provide the Initial Purchasers with such other documents as the Initial
      Purchasers may reasonably request.

     

    The
      Company and the Guarantors hereby expressly acknowledge that the indemnification
      and contribution provisions of Sections 8 and 9 hereof are
      specifically applicable and relate to each offering memorandum, registration
      statement, prospectus, amendment or supplement referred to in this
      Section 3(b).

     

    (c) Copies
      of the Offering Documents.
      The
      Company agrees to furnish the Initial Purchasers, without charge, as many copies
      of the Preliminary Offering Memorandum, the Pricing Supplement, any Issuer
      Written Communication and the Final Offering Memorandum, and any amendments
      or
      supplements thereto, as they shall have reasonably requested; provided that
      such
      requests are made prior to the original printing of such requested
      document.

     

    (d) Blue
      Sky Compliance.
      The
      Company and the Guarantors shall cooperate with the Initial Purchasers and
      counsel for the Initial Purchasers to qualify or register the Securities for
      sale under (or obtain exemptions from the application of) the Blue Sky or state
      securities laws of those jurisdictions designated by the Initial Purchasers,
      shall comply with such laws and shall continue such qualifications,
      registrations and exemptions in effect so long as required for the distribution
      of the Securities. The Company and the Guarantors shall not be required to
      qualify as a foreign corporation or to take any action that would subject it
      to
      general service of process in any such jurisdiction where it is not presently
      qualified or where it would be subject to taxation as a foreign corporation.
      The
      Company and the Guarantors will advise the Initial Purchasers promptly of the
      suspension of the qualification or registration of (or any such exemption
      relating to) the Securities for offering, sale or trading in any jurisdiction
      or
      any initiation or threat of any proceeding for any such purpose, and in the
      event of the issuance of any order suspending such qualification, registration
      or exemption, the Company and the Guarantors shall use their reasonable best
      efforts to obtain the withdrawal thereof as soon as possible.

     

    (e) Use
      of Proceeds.
      The
      Company shall apply the net proceeds from the sale of the Securities sold by
      it
      in the manner described under the caption “Use of Proceeds” in the Pricing
      Disclosure Package. 

     

    (f) The
      Depositary.
      The
      Company will cooperate with the Initial Purchasers and use its best efforts
      to
      permit the Securities to be eligible for clearance and settlement through the
      facilities of the Depositary.

     

    (g) Additional
      Issuer Information.
      Prior
      to the completion of the placement of the Securities by the Initial Purchasers
      with the Subsequent Purchasers, the Company shall file, on a timely basis,
      with
      the Commission and the NYSE all reports and documents required to be filed
      under
      Section 13 or 15(d) of the Exchange Act. Additionally, at any time when the
      Company is not subject to Section 13 or 15(d) of the Exchange Act, for the
      benefit of holders and beneficial owners from time to time of Securities, the
      Company shall furnish, at its expense, upon request, to holders and beneficial
      owners of Securities and prospective purchasers of Securities information
      (“Additional Issuer Information”) satisfying the requirements of subsection
      (d)(4) of Rule 144A.

     

    (h) Agreement
      Not To Offer or Sell Additional Securities.
      During
      the period of 180 days following the date of the Final Offering Memorandum,
      the Company will not, without the prior written consent of Banc of America
      Securities LLC (which consent may be withheld at the sole discretion of Banc
      of
      America Securities LLC), directly or indirectly, issue, sell, offer to sell,
      contract or grant any option to sell, pledge, transfer or establish an open
“put
      equivalent position” within the meaning of Rule 16a-1 under the Exchange
      Act, or otherwise dispose of or transfer, or announce the offering of, or file
      any registration statement under the Securities Act in respect of, any debt
      securities of the Company or securities exchangeable for or convertible into
      debt securities of the Company (other than as contemplated by this Agreement
      and, if applicable, to register the Exchange Securities).

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (i) Future
      Reports to the Initial Purchasers.
      For
      so
      long as any Securities or Exchange Securities remain outstanding, the Company,
      upon request, will furnish to Banc of America Securities LLC (i) as soon as
      reasonably practicable after the end of each fiscal year, copies of the Annual
      Report of the Company containing the balance sheet of the Company as of the
      close of such fiscal year and statements of income, stockholders’ equity and
      cash flows for the year then ended and the opinion thereon of the Company’s
      independent registered public accounting firm; (ii) as soon as reasonably
      practicable after the filing thereof, copies of each proxy statement, Annual
      Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form
      8-K
      or other report filed by the Company with the Commission, the NYSE or any
      securities exchange; and (iii) as soon as available, copies of any report or
      communication of the Company mailed generally to holders of its capital stock
      or
      debt securities (including the holders of the Securities).

     

    (j) No
      Integration.
      The
      Company agrees that it will not and will cause its Affiliates not to make any
      offer or sale of securities of the Company of any class if, as a result of
      the
      doctrine of “integration” referred to in Rule 502 under the Securities Act,
      such offer or sale would render invalid (for the purpose of (i) the sale of
      the Securities by the Company to the Initial Purchasers, (ii) the resale of
      the Securities by the Initial Purchasers to Subsequent Purchasers or
      (iii) the resale of the Securities by such Subsequent Purchasers to others)
      the exemption from the registration requirements of the Securities Act provided
      by Section 4(2) thereof or by Rule 144A or by Regulation S
      thereunder or otherwise.

     

    (k) Legended
      Securities.
      Each
      certificate for a Security will bear the legend contained in “Notice to
      Investors” in the Offering Memorandum for the time period and upon the other
      terms stated in the Offering Memorandum.

     

    (l) PORTAL.
      The
      Company will use its reasonable best efforts to cause the Securities to be
      eligible for the Financial Industry Regulatory Authority PORTAL market (the
      “PORTAL market”).

     

    (m) Rating
      of Securities. The
      Company shall take all reasonable action necessary to enable Standard &
Poor’s Ratings Services, a division of McGraw Hill, Inc. (“S&P”), and
      Moody’s Investor Services, Inc. (“Moody’s”) to provide their respective credit
      ratings to the Securities at or prior to the time of their initial
      issuance.

     

    (n) Distribution
      of Offering Documents. The
      Company will not, and will not permit any of its Affiliates or anyone acting
      on
      its or its Affiliates behalf to (other than the Initial Purchasers and their
      affiliates), distribute prior to the Closing Date any offering material in
      connection with the offer and sale of the Securities other than the Preliminary
      Offering Memorandum, the Pricing Supplement, any electronic roadshow and the
      Final Offering Memorandum. Before making, preparing, using, authorizing,
      approving or refer-ring to any Issuer Written Communication, the Company will
      furnish to Banc of America Securities LLC and counsel for the Initial Purchasers
      a copy of such written communication for review and will not make, prepare,
      use,
      authorize, approve or refer to any such written communication to which Banc
      of
      America Securities LLC reasonably objects. 

     

    Banc
      of
      America Securities LLC, on behalf of the several Initial Purchasers, may, in
      its
      sole discretion, waive in writing the performance by the Company or any
      Guarantor of any one or more of the foregoing covenants or extend the time
      for
      their performance.

     

    Section
      4. Payment
      of Expenses.
      Each of
      the Company and the Guarantors jointly and severally agrees to pay all costs,
      fees and expenses incurred in connection with the performance of its obligations
      hereunder (except as otherwise agreed in writing between the Company and any
      Initial Purchaser), including without limitation (i) all expenses incident
      to
      the issuance and delivery of the Securities (including all printing and
      engraving costs), (ii) all necessary issue, transfer and other stamp taxes
      in
      connection with the issuance and sale of the Securities to the Initial
      Purchasers, (iii) all fees and expenses of the Company’s and the Guarantors’
counsel, independent registered public accounting firm and other advisors,
      (iv)
      all costs and expenses incurred in connection with the preparation, printing,
      filing, shipping and distribution of each Preliminary Offering Memorandum and
      the Offering Memorandum (including financial statements and exhibits), and
      all
      amendments and supplements thereto, this Agreement, the Registration Rights
      Agreement, the First Supplemental Indenture, the DTC Agreement and the
      Securities, (v) all filing fees, attorneys’ fees and expenses incurred by the
      Company, the Guarantors or the Initial Purchasers in connection with qualifying
      or registering (or obtaining exemptions from the qualification or registration
      of) all or any part of the Securities for offer and sale under the Blue Sky
      laws
      and, if requested by the Initial Purchasers, preparing and printing a “Blue Sky
      Survey” or memorandum, and any supplements thereto, advising the Initial
      Purchasers of such qualifications, registrations and exemptions, (vi) the fees
      and expenses of the Trustee, including the reasonable fees and disbursements
      of
      counsel for the Trustee in connection with the Indenture, the Securities and,
      if
      applicable, the Exchange Securities, (vii) any fees payable in connection with
      the rating of the Securities or, if applicable, the Exchange Securities with
      the
      ratings agencies and the listing of the Securities with the PORTAL market,
      (viii) any filing fees incident to, and any reasonable fees and disbursements
      of
      counsel to the Initial Purchasers in connection with the review by the National
      Association of Securities Dealers, Inc., if any, of the terms of the sale of
      the
      Securities or the Exchange Securities, (ix) all fees and expenses (including
      reasonable fees and expenses of counsel) of the Company and the Guarantors
      in
      connection with approval of the Securities by DTC for “book-entry” transfer, and
      (x) the performance by the Company and the Guarantors of their respective other
      obligations under this Agreement. Except as provided in this Section 4, Section
      6, Section 8, Section 9, and Section 10 hereof (or as otherwise agreed in
      writing between the Company and any Initial Purchaser), the Initial Purchasers
      shall pay their own expenses, including the fees and disbursements of their
      counsel.

     

    
      
        
        

      

      
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    Section
      5. Conditions
      of the Obligations
      of
      the Parties.
      

     

    (a) Conditions
      of the Obligations of the Initial Purchasers.
      The
      obligations of the several Initial Purchasers to purchase and pay for the
      Securities as provided herein on the Closing Date shall be subject to the
      accuracy of the representations and warranties on the part of the Company and
      the Guarantors set forth in Section 1 hereof as of the date hereof and as
      of the Closing Date as though then made and to the timely performance by the
      Company and each Guarantor of its covenants and other obligations hereunder,
      and
      to each of the following additional conditions:

     

    (i) Accountants’
      Comfort Letter.
      On the
      date hereof, the Initial Purchasers shall have received from Ernst & Young
      LLP, an independent registered public accounting firm for the Company, a letter
      dated the date hereof addressed to the Initial Purchasers, in form and substance
      satisfactory to the Initial Purchasers, containing statements and information
      of
      the type ordinarily included in accountant’s “comfort letters” to Initial
      Purchasers, delivered according to Statement of Auditing Standards Nos. 72
      and
      76 (or any successor bulletins), with respect to the audited and unaudited
      financial statements and certain financial information contained in the
      Preliminary Offering Memorandum and the Pricing Supplement.

     

    (ii) No
      Material Adverse Change or Ratings Agency Change.
      For the
      period from and after the date of this Agreement and prior to the Closing
      Date:

     

    (1) in
      the
      judgment of the Initial Purchasers there shall not have occurred any Material
      Adverse Change; and

     

    (2) there
      shall not have occurred any downgrading, nor shall any notice have been given
      of
      any intended or potential downgrading or of any review for a possible change
      that does not indicate the direction of the possible change, in the rating
      accorded any securities of the Company or any of its subsidiaries by any
“nationally recognized statistical rating organization” as such term is defined
      for purposes of Rule 436(g)(2) under the Securities Act.

     

    (iii) Opinion
      of Outside Counsel for the Company
      and the
      Guarantors.
      On the
      Closing Date the Initial Purchasers shall have received the favorable opinion
      of
      Thompson & Knight LLP, counsel for the Company and the Guarantors, dated as
      of such Closing Date, the form of which is attached as Exhibit
      A.

     

    (iv) Opinion
      of General Counsel for the Company. On the Closing Date the Initial Purchasers
      shall have received the favorable opinion of Frederick G. Anderson, General
      Counsel for the Company, dated as of such Closing Date, the form of which is
      attached as Exhibit
      B.

     

    
      
        
        

      

      
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    (v) Opinion
      of Counsel for the Initial Purchasers.
      On the
      Closing Date the Initial Purchasers shall have received the favorable opinion
      of
      Shearman & Sterling LLP, counsel for the Initial Purchasers, dated as of
      such Closing Date, with respect to such matters as may be reasonably requested
      by the Initial Purchasers.

     

    (vi) Officers’
      Certificate.
      On the
      Closing Date the Initial Purchasers shall have received a written certificate
      executed by the Chairman of the Board, Chief Executive Officer, President or
      Treasurer of the Company and the Chairman of the Board, Chief Executive Officer,
      President or Vice President of each of the Guarantors and the Chief Financial
      Officer or Chief Accounting Officer of the Company and the Chief Financial
      Officer or chief accounting officer of each of the Guarantors, dated as of
      the
      Closing Date, to the effect set forth in subsection (a)(ii)(2) of this
      Section 5, and further to the effect that:

     

    (1) for
      the
      period from and after the date of this Agreement and prior to the Closing Date
      there has not occurred, to the best of their knowledge, any Material Adverse
      Change;

     

    (2) the
      representations, warranties and covenants of the Company or such Guarantor
      set
      forth in Section 1 of this Agreement are true and correct with the same
      force and effect as though expressly made on and as of the Closing Date;
      and

     

    (3) the
      Company or such Guarantor has complied with all the agreements and satisfied
      all
      the conditions on their respective parts to be performed or satisfied at or
      prior to the Closing Date.

     

    (vii) Bring-down
      Comfort Letter.
      On the
      Closing Date the Initial Purchasers shall have received from Ernst & Young
      LLP, an independent registered public accounting firm for the Company, a letter
      dated such date, in form and substance satisfactory to the Initial Purchasers,
      to the effect that they reaffirm the statements made in the letter furnished
      by
      them pursuant to subsection (a)(i) of this Section 5, except that (i) it shall
      cover the financial and accounting information in the Final Offering Memorandum
      and any amendment or supplement thereto and (ii) the specified date referred
      to
      therein for the carrying out of procedures shall be no more than three business
      days prior to the Closing Date.

     

    (viii) PORTAL
      Listing.
      At the
      Closing Date the Securities shall have been designated for trading on the PORTAL
      market.

     

    (ix) Registration
      Rights Agreement.
      The
      Company and the Guarantors shall have entered into the Registration Rights
      Agreement and the Initial Purchasers shall have received executed counterparts
      thereof.

     

    (x) Wire
      Instructions. The Company shall have furnished the Initial Purchasers with
      wiring instructions for the application of the proceeds of the Securities in
      accordance with this Agreement. 

     

    (xi) Consent
      Solicitation. (a) The Company shall have received consents (which consents
      have
      not been revoked) from Holders (as defined in the Indenture) of a majority
      of
      all outstanding notes issued under the Indenture as of the Closing Date
      (including the Notes) to the Amendment and (b) all conditions precedent to
      the
      execution of the Second Supplemental Indenture to the Indenture effecting the
      Amendment shall have been satisfied.

     

    (xii) Additional
      Documents.
      On or
      before the Closing Date, the Initial Purchasers and counsel for the Initial
      Purchasers shall have received such other information, documents and opinions
      as
      they may reasonably require for the purposes of enabling them to pass upon
      the
      issuance and sale of the Securities as contemplated herein, or in order to
      evidence the accuracy of any of the representations and warranties, or the
      satisfaction of any of the conditions or agreements, herein
      contained.

     

    
      
        
        

      

      
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    If
      any
      condition specified in this Section 5(a) is not satisfied when and as
      required to be satisfied, this Agreement may be terminated by the Initial
      Purchasers by notice to the Company at any time on or prior to the Closing
      Date,
      which termination shall be without liability on the part of any party to any
      other party, except that Section 4, Section 6, Section 8 and
      Section 9 shall at all times be effective and shall survive such
      termination

     

    (b) Conditions
      of the Obligations of the Company and the Guarantors.
      The
      obligations of the Company and the Guarantors to issue the Securities shall
      be
      subject to the following conditions:

     

    (i) Requisite
      Consent. The Company shall have received consents (which consents have not
      been
      revoked) from Holders (as defined in the Indenture) of a majority of all
      outstanding notes issued under the Indenture as of the Closing Date (including
      the Notes) to the Amendment.

     

    (ii) Satisfaction
      of Condition Precedent to Execution of Second Supplemental Indenture. All
      conditions precedent to the execution of the Second Supplemental Indenture
      to
      the Indenture effecting the Amendment shall have been satisfied.

     

    Section
      6. Reimbursement
      of Initial Purchasers’ Expenses.
      If this
      Agreement is terminated by the Initial Purchasers pursuant to Section 5(a),
      or
      if the sale to the Initial Purchasers of the Securities on the Closing Date
      is
      not consummated because of any refusal, inability or failure on the part of
      the
      Company or any Guarantor to perform any agreement herein or to comply with
      any
      provision hereof (other than as a result of a breach of this Agreement by the
      Initial Purchasers or failure of the conditions set forth in Section 5(b) to
      be
      met), each of the Company and the Guarantors jointly and severally agrees to
      reimburse the Initial Purchasers (or such Initial Purchasers as have terminated
      this Agreement with respect to themselves for any of the foregoing reasons),
      severally, upon demand for all out-of-pocket expenses that shall have been
      reasonably incurred by the Initial Purchasers in connection with the proposed
      purchase and the offering and sale of the Securities, including but not limited
      to reasonable fees and disbursements of counsel, printing expenses, travel
      expenses, postage, facsimile and telephone charges. The obligations of the
      Company and the Guarantors under this Section 6 and the provisions of Section
      8
      and Section 9 shall at all times be effective and shall survive any termination
      of this Agreement.

     

    Section
      7. Offer,
      Sale and Resale Procedures.
      Each of
      the Initial Purchasers, on the one hand, and the Company and the Guarantors,
      on
      the other hand, hereby establish and agree to observe the following procedures
      in connection with the offer and sale of the Securities:

     

    (a) Offers
      and Sales to Qualified Institutional Buyers.
      Offers
      and sales of the Securities will be made only by the Initial Purchasers or
      Affiliates thereof qualified to do so in the jurisdictions in which such offers
      or sales are made. Each such offer or sale shall only be made (i) to persons
      whom the offeror or seller reasonably believes to be qualified institutional
      buyers (as defined in Rule 144A under the Securities Act), or (ii) to
      non-U.S. persons outside the United States to whom the offeror or seller
      reasonably believes offers and sales of the Securities may be made in reliance
      upon Regulation S under the Securities Act, upon the terms and conditions
      set forth in Annex B hereto, which Annex B is hereby expressly made a part
      hereof. 

     

    (b) No
      General Solicitation.
      The
      Securities will be offered by approaching prospective Subsequent Purchasers
      on
      an individual basis. No general solicitation or general advertising (within
      the
      meaning of Rule 502 under the Securities Act) will be used in the United
      States in connection with the offering of the Securities.

     

    (c) Restrictions
      on Transfer.
      Upon
      original issuance by the Company and the Guarantors, and until such time as
      the
      same is no longer required under the applicable requirements of the Securities
      Act, the Securities (and all securities issued in exchange therefor or in
      substitution thereof, other than the Exchange Securities) shall bear the
      following legend:

     

    “THE
      SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
      TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY
      EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
      ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
      PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER
      MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
      SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY
      EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH SECURITY
      MAY
      BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (i)(a) TO A PERSON
      WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
      DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
      REQUIREMENTS OF RULE 144A (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF
      RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A
      FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904
      OF REGULATION S UNDER THE SECURITIES ACT, (d) TO AN INSTITUTIONAL “ACCREDITED
      INVESTOR” (AS DEFINED IN RULE 501 (a) (1), (2), (3) OR (7) OF THE SECURITIES ACT
      (AN “INSTITUTIONAL ACCREDITED INVESTOR”)) THAT, PRIOR TO SUCH TRANSFER,
      FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
      AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH
      TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN
      $100,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH TRANSFER
      IS
      IN COMPLIANCE WITH THE SECURITIES ACT OR (e) IN ACCORDANCE WITH ANOTHER
      EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED
      UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS), (ii) TO THE ISSUER,
      OR (iii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE,
      IN
      ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
      OR ANY OTHER APPLICABLE JURISDICTION; AND (B) THE HOLDER WILL, AND EACH
      SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY
      EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A)
      ABOVE.”

     

    
      
        
        

      

      
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    Following
      the sale of the Securities by the Initial Purchasers to Subsequent Purchasers
      pursuant to the terms hereof, the Initial Purchasers shall not be liable or
      responsible to the Company and the Guarantors for any losses, damages or
      liabilities suffered or incurred by the Company or the Guarantors, including
      any
      losses, damages or liabilities under the Securities Act, arising from or
      relating to any resale or transfer of any Security by a Subsequent Purchaser
      or
      a subsequent transferee.

     

    Section
      8. Indemnification.

     

    (a) Indemnification
      of the Initial Purchasers.
      Each
      of
      the Company and the Guarantors, jointly and severally, agrees to indemnify
      and
      hold harmless each Initial Purchaser, its directors, officers, employees and
      agents, and each person, if any, who controls any Initial Purchaser within
      the
      meaning of the Securities Act and the Exchange Act and the directors, officers,
      employees and agents of any such controlling person from and against any loss,
      claim, damage, liability or expense, as incurred, to which such Initial
      Purchaser or such controlling person may become subject, under the Securities
      Act, the Exchange Act or other federal or state statutory law or regulation,
      or
      at common law or otherwise (including in settlement of any litigation, if such
      settlement is effected with the written consent of the Company and/or any
      Guarantor sought to be bound), insofar as such loss, claim, damage, liability
      or
      expense (or actions in respect thereof as contemplated below) arises out of
      or
      is based (i) upon any untrue statement or alleged untrue statement of a material
      fact contained in the Pricing Disclosure Package, any Issuer Written
      Communication (including, but not limited to, any electronic roadshow), the
      Final Offering Memorandum, or in any amendment or supplement thereto, or the
      omission or alleged omission therefrom of a material fact necessary in order
      to
      make the statements therein, in the light of the circumstances under which
      they
      were made, not misleading; or (ii) upon any act or failure to act or any
      alleged act or failure to act by any Initial Purchaser in connection with,
      or
      relating in any manner to, the offering contemplated hereby, and which is
      included as part of or referred to in any loss, claim, damage, liability or
      action arising out of or based upon any matter covered by clause (i) above,
      provided that the Company and the Guarantors shall not be liable under this
      clause (ii) to the extent that a court of competent jurisdiction shall have
      determined by a final judgment that such loss, claim, damage, liability or
      action resulted directly from any such acts or failures to act undertaken or
      omitted to be taken by such Initial Purchaser through its gross negligence
      or
      willful misconduct; and to reimburse each Initial Purchaser and each such
      controlling person for any and all expenses (including the reasonable fees
      and
      disbursements of counsel chosen by Banc of America Securities LLC) as such
      expenses are reasonably incurred by such Initial Purchaser or such controlling
      person in connection with investigating, defending, settling, compromising
      or
      paying any such loss, claim, damage, liability, expense or action; provided,
      however, that the foregoing indemnity agreement shall not apply to any loss,
      claim, damage, liability or expense to the extent, but only to the extent,
      arising out of or based upon any untrue statement or alleged untrue statement
      or
      omission or alleged omission relating to such Initial Purchaser made in reliance
      upon and in conformity with written information furnished to the Company by
      such
      Initial Purchaser expressly for use in the Pricing Disclosure Package and the
      Final Offering Memorandum (or any amendment or supplement thereto). The
      indemnity agreement set forth in this Section 8(a) shall be in addition to
      any liabilities that the Company or the Guarantors may otherwise have.


     

    
      
        
        

      

      
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    (b) Indemnification
      of the Company, its Directors and Officers.
      Each
      Initial Purchaser agrees, severally and not jointly, to indemnify and hold
      harmless the Company, the Guarantors, and each of their directors and each
      person, if any, who controls the Company or the Guarantors within the meaning
      of
      the Securities Act or the Exchange Act, against any loss, claim, damage,
      liability or expense, as incurred, to which the Company, the Guarantors or
      any
      such director, or controlling person may become subject, under the Securities
      Act, the Exchange Act, or other federal or state statutory law or regulation,
      or
      at common law or otherwise (including in settlement of any litigation, if such
      settlement is effected with the written consent of such Initial Purchaser),
      insofar as such loss, claim, damage, liability or expense (or actions in respect
      thereof as contemplated below) arises out of or is based upon any untrue or
      alleged untrue statement of a material fact contained in the Pricing Disclosure
      Package or the Final Offering Memorandum, or in any amendment or supplement
      thereto, or arises out of or is based upon the omission or alleged omission
      to
      state therein a material fact required to be stated therein or necessary to
      make
      the statements therein not misleading, in each case to the extent, but only
      to
      the extent, that such untrue statement or alleged untrue statement or omission
      or alleged omission relating to such Initial Purchaser was made therein, in
      reliance upon and in conformity with written information furnished to the
      Company by such Initial Purchaser expressly for use therein; and to reimburse
      the Company, the Guarantors or any such director or controlling person for
      any
      legal and other expenses reasonably incurred by the Company, the Guarantors
      or
      any such director or controlling person in connection with investigating,
      defending, settling, compromising or paying any such loss, claim, damage,
      liability, expense or action. The Company and the Guarantors hereby acknowledge
      that the only information that the Initial Purchasers have furnished to the
      Company expressly for use in the Pricing Disclosure Package, the Final Offering
      Memorandum or any amendment or supplement thereto, as the case may be, are
      the
      statements set forth (A) as the ninth paragraph on the inside front cover page
      of the Preliminary Offering Memorandum and the Final Offering
      Memorandum concerning
      stabilization by the Initial Purchasers and (B) in the tenth paragraph under
      the
      caption “Plan of Distribution” in the Preliminary Offering Memorandum and the
      Final Offering Memorandum; and the Initial Purchasers severally confirm that
      such statements are correct. 

     

    (c) Notifications
      and Other Indemnification Procedures.
      Promptly
      after receipt by an indemnified party under this Section 8 of notice of the
      commencement of any action, such indemnified party will, if a claim in respect
      thereof is to be made against an indemnifying party under this Section 8,
      notify the indemnifying party in writing of the commencement thereof, but the
      omission so to notify the indemnifying party will not relieve it from any
      liability which it may have to any indemnified party under this Section 8,
      under
      Section 9 hereof or otherwise, to the extent it is not materially prejudiced
      as
      a proximate result of such failure. In case any such action is brought against
      any indemnified party and such indemnified party seeks or intends to seek
      indemnity from an indemnifying party, the indemnifying party will be entitled
      to
      participate in and, to the extent that it shall elect, jointly with all other
      indemnifying parties similarly notified, by written notice delivered to the
      indemnified party promptly after receiving the aforesaid notice from such
      indemnified party, to assume the defense thereof with counsel reasonably
      satisfactory to such indemnified party; provided, however, if the defendants
      in
      any such action include both the indemnified party and the indemnifying party
      and the indemnified party shall have reasonably concluded that a conflict may
      arise between the positions of the indemnifying party and the indemnified party
      in conducting the defense of any such action or that there may be legal defenses
      available to it and/or other indemnified parties which are different from or
      additional to those available to the indemnifying party, the indemnified party
      or parties shall have the right to select separate counsel to assume such legal
      defenses and to otherwise participate in the defense of such action on behalf
      of
      such indemnified party or parties. Upon receipt of notice from the indemnifying
      party to such indemnified party of such indemnifying party’s election so to
      assume the defense of such action and approval by the indemnified party of
      counsel, the indemnifying party will not be liable to such indemnified party
      under this Section 8 for any legal or other expenses subsequently incurred
      by such indemnified party in connection with the defense thereof unless
      (i) the indemnified party shall have employed separate counsel in
      accordance with the proviso to the preceding sentence (it being understood,
      however, that the indemnifying party shall not be liable for the expenses of
      more than one separate counsel (together with local counsel), approved by the
      indemnifying party (Banc of America Securities LLC in the case of Section 8(b)
      and Section 9), representing the indemnified parties who are parties to such
      action), (ii) the indemnifying party shall not have employed counsel
      satisfactory to the indemnified party to represent the indemnified party within
      a reasonable time after notice of commencement of the action, in each of which
      cases the fees and expenses of counsel shall be at the expense of the
      indemnifying party or (iii) the employment of such counsel by the indemnified
      parties shall have been authorized in writing by the indemnifying parties in
      connection with the defense of such action.

     

    
      
        
        

      

      
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    (d) Settlements.
      The
      indemnifying party under this Section 8 shall not be liable for any
      settlement of any proceeding effected without its written consent (which consent
      may not be unreasonably withheld), but if settled with such consent or if there
      be a final judgment for the plaintiff, the indemnifying party agrees to
      indemnify the indemnified party against any loss, claim, damage, liability
      or
      expense by reason of such settlement or judgment. Notwithstanding the foregoing
      sentence, if at any time an indemnified party shall have requested an
      indemnifying party to reimburse the indemnified party for fees and expenses
      of
      counsel as contemplated by Section 8(c) hereof, the indemnifying party
      agrees that it shall be liable for any settlement of any proceeding effected
      without its written consent if (i) such settlement is entered into more
      than 60 days after receipt by such indemnifying party of the aforesaid
      request and (ii) such indemnifying party shall not have reimbursed the
      indemnified party in accordance with such request prior to the date of such
      settlement. No indemnifying party shall, without the prior written consent
      of
      the indemnified party, effect any settlement, compromise or consent to the
      entry
      of judgment in any pending or threatened action, suit or proceeding in respect
      of which any indemnified party is or could have been a party and indemnity
      was
      or could have been sought hereunder by such indemnified party, unless such
      settlement, compromise or consent (i) includes an unconditional release of
      such
      indemnified party from all liability on claims that are the subject matter
      of
      such action, suit or proceeding and (ii) does not include a statement as to
      or
      an admission of fault, culpability or a failure to act by or on behalf of any
      indemnified party.

     

    Section
      9. Contribution.
      If the
      indemnification provided for in Section 8 is for any reason held to be
      unavailable to or otherwise insufficient to hold harmless an indemnified party
      in respect of any losses, claims, damages, liabilities or expenses referred
      to
      therein, then each indemnifying party shall contribute to the aggregate amount
      paid or payable by such indemnified party, as incurred, as a result of any
      losses, claims, damages, liabilities or expenses referred to therein (i) in
      such proportion as is appropriate to reflect the relative benefits received
      by
      the Company and the Guarantors, on the one hand, and the Initial Purchasers,
      on
      the other hand, from the offering of the Securities pursuant to this Agreement
      or (ii) if the allocation provided by clause (i) above is not
      permitted by applicable law, in such proportion as is appropriate to reflect
      not
      only the relative benefits referred to in clause (i) above but also the
      relative fault of the Company and the Guarantors, on the one hand, and the
      Initial Purchasers, on the other hand, in connection with the statements or
      omissions or inaccuracies in the representations and warranties herein which
      resulted in such losses, claims, damages, liabilities or expenses, as well
      as
      any other relevant equitable considerations. The relative benefits received
      by
      the Company and the Guarantors, on the one hand, and the Initial Purchasers,
      on
      the other hand, in connection with the offering of the Securities pursuant
      to
      this Agreement shall be deemed to be in the same respective proportions as
      the
      total net proceeds from the offering of the Securities pursuant to this
      Agreement (before deducting expenses) received by the Company and the
      Guarantors, and the total discount received by the Initial Purchasers bear
      to
      the aggregate initial offering price of the Securities. The relative fault
      of
      the Company and the Guarantors, on the one hand, and the Initial Purchasers,
      on
      the other hand, shall be determined by reference to, among other things, whether
      any such untrue or alleged untrue statement of a material fact or omission
      or
      alleged omission to state a material fact or any such inaccurate or alleged
      inaccurate representation or warranty relates to information supplied by the
      Company and the Guarantors, on the one hand, or the Initial Purchasers, on
      the
      other hand, and the parties’ relative intent, knowledge, access to information
      and opportunity to correct or prevent such statement or omission.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    The
      amount paid or payable by a party as a result of the losses, claims, damages,
      liabilities and expenses referred to above shall be deemed to include, subject
      to the limitations set forth in Section 8, any legal or other fees or
      expenses reasonably incurred by such party in connection with investigating
      or
      defending any action or claim. The provisions set forth in Section 8 with
      respect to notice of commencement of any action shall apply if a claim for
      contribution is to be made under this Section 9; provided,
      however,
      that no
      additional notice shall be required with respect to any action for which notice
      has been given under Section 8 for purposes of
      indemnification.

     

    The
      Company, the Guarantors and the Initial Purchasers agree that it would not
      be
      just and equitable if contribution pursuant to this Section 9 were
      determined by pro rata allocation (even if the Initial Purchasers were treated
      as one entity for such purpose) or by any other method of allocation which
      does
      not take account of the equitable considerations referred to in this
      Section 9.

     

    Notwithstanding
      the provisions of this Section 9, no Initial Purchaser shall be required to
      contribute any amount in excess of the discount received by such Initial
      Purchaser in connection with the Securities distributed by it. No person guilty
      of fraudulent misrepresentation (within the meaning of Section 11(f) of the
      Securities Act) shall be entitled to contribution from any person who was not
      guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations
      to contribute pursuant to this Section 9 are several, and not joint, in
      proportion to their respective commitments as set forth opposite their names
      in
Schedule B.
      For
      purposes of this Section 9, each director, officer, employee and agent of
      an Initial Purchaser and each person, if any, who controls an Initial Purchaser
      within the meaning of the Securities Act and the Exchange Act and the directors,
      officers, employees and agents of any such controlling person shall have the
      same rights to contribution as such Initial Purchaser, and each director of
      the
      Company or any Guarantor, and each person, if any, who controls the Company
      or
      any Guarantor within the meaning of the Securities Act and the Exchange Act
      shall have the same rights to contribution as the Company or any
      Guarantor.

     

    Section
      10. Termination
      of this Agreement.
      Prior
      to the Closing Date, this Agreement may be terminated by the Initial Purchasers
      by notice given to the Company if at any time after the date of this Agreement
      (i) trading or quotation in any of the Company’s securities shall have been
      suspended or limited by the Commission or by the NYSE, or trading in securities
      generally on either the Nasdaq Stock Market or the NYSE shall have been
      suspended or limited, or minimum or maximum prices shall have been generally
      established on any of such stock exchanges by the Commission or the NASD; (ii)
      a
      general banking moratorium shall have been declared by any of federal, New
      York,
      Delaware, Texas or California authorities; (iii) there shall have occurred
      any
      outbreak or escalation of national or international hostilities or any crisis
      or
      calamity, or any change in the United States or international financial markets,
      or any substantial change or development involving a prospective substantial
      change in United States’ or international political, financial or economic
      conditions, as in the judgment of the Initial Purchasers is material and adverse
      and makes it impracticable to market the Securities in the manner and on the
      terms described in the Offering Memorandum or to enforce contracts for the
      sale
      of securities; (iv) in the judgment of the Initial Purchasers there shall have
      occurred any Material Adverse Change; or (v) the Company or any of its
      subsidiaries shall have sustained a loss by strike, fire, flood, earthquake,
      accident or other calamity of such character as in the judgment of the Initial
      Purchasers may interfere materially with the conduct of the business and
      operations of the Company and its subsidiaries regardless of whether or not
      such
      loss shall have been insured. Any termination pursuant to this Section 10 shall
      be without liability on the part of (a) the Company or any Guarantor to any
      Initial Purchaser, except that the Company and the Guarantors shall be obligated
      to reimburse the expenses of the Initial Purchasers pursuant to Sections 4
      and 6
      hereof, (b) any Initial Purchaser to the Company or any Guarantor, or (c) any
      party hereto to any other party except that the provisions of Section 8 and
      Section 9 shall at all times be effective and shall survive such
      termination.

     

    Section
      11. Representations
      and Indemnities to Survive Delivery.
      The
      respective indemnities, agreements, representations, warranties and other
      statements of the Company, the Guarantors, of their respective officers and
      of
      the several Initial Purchasers set forth in or made pursuant to this Agreement
      will remain in full force and effect, regardless of any investigation made
      by or
      on behalf of any Initial Purchaser or the Company or any Guarantor or any of
      its
      or their partners, officers or directors or any controlling person, as the
      case
      may be, and will survive delivery of and payment for the Securities sold
      hereunder and any termination of this Agreement.

     

    Section
      12. Notices.
      All
      communications hereunder shall be in writing and shall be mailed, hand delivered
      or facsimiled and confirmed to the parties hereto as follows:

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    If
      to the
      Initial Purchasers:

     

    Banc
      of
      America Securities LLC

    One
      Bryant Park 

    New
      York,
      New York 10036

    Facsimile:
      (212) 847-6441

    Attention:
      High Yield Capital Markets

     

    with
      a
      copy to:

     

    Shearman
      & Sterling LLP

    599
      Lexington Avenue

    New
      York,
      New York 10022

    Facsimile:
      (646) 848-7293 

    Attention:
      Andrew R. Schleider

     

    If
      to the
      Company and the Guarantors:

     

    Texas
      Industries, Inc.

    1341
      West
      Mockingbird Lane

    Dallas,
      Texas 75247

    Attention:
      General Counsel

     

    with
      a
      copy to:

     

    Thompson
      & Knight LLP

    1722
      Routh Street

    Suite
      1500

    Dallas,
      Texas 75201

    Facsimile:
      (214) 969-1751

    Attention:
      Joe Dannenmaier

     

    Any
      party
      hereto may change the address for receipt of communications by giving written
      notice to the others.

     

    Section
      13. Successors.
      This
      Agreement will inure to the benefit of and be binding upon the parties hereto,
      including any substitute Initial Purchasers pursuant to Section 16 hereof,
      and to the benefit of the employees, officers, directors and agents and
      controlling persons and their respective employees, officers, directors, and
      agents referred to in Section 8 and Section 9, and in each case their
      respective successors, and no other person will have any right or obligation
      hereunder. The term “successors” shall not include any purchaser of the
      Securities as such from any of the Initial Purchasers merely by reason of such
      purchase.

     

    Section
      14. Partial
      Unenforceability.
      The
      invalidity or unenforceability of any Section, paragraph or provision of this
      Agreement shall not affect the validity or enforceability of any other Section,
      paragraph or provision hereof. If any Section, paragraph or provision of this
      Agreement is for any reason determined to be invalid or unenforceable, there
      shall be deemed to be made such minor changes (and only such minor changes)
      as
      are necessary to make it valid and enforceable.

     

    Section
      15. Governing
      Law;
      Consent to Jurisdiction.

     

    (a) Governing
      Law.
      THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK.

     

    (b) Consent
      to Jurisdiction.
      Any
      legal
      suit, action or proceeding arising out of or based upon this Agreement or the
      transactions contemplated hereby (“Related Proceedings”) may be instituted in
      the United States District Court for the Southern District of New York or the
      courts of the State of New York in each case located in the City and County
      of
      New York (collectively, the “Specified Courts”), and each party irrevocably
      submits to the non-exclusive jurisdiction (except for proceedings instituted
      in
      regard to the enforcement of a judgment of any such court (a “Related
      Judgment”), as to which such jurisdiction is non-exclusive) of such courts in
      any such suit, action or proceeding. Service of any process, summons, notice
      or
      document by mail to such party’s address set forth above shall be effective
      service of process for any suit, action or other proceeding brought in any
      such
      court. The parties irrevocably and unconditionally waive any objection to the
      laying of venue of any suit, action or other proceeding in the Specified Courts
      and irrevocably and unconditionally waive and agree not to plead or claim in
      any
      such court that any such suit, action or other proceeding brought in any such
      court has been brought in an inconvenient forum. 

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    Section
      16. Default
      of One or More of the Several Initial Purchasers.
      If any
      one or more of the several Initial Purchasers shall fail or refuse to purchase
      Securities that it or they have agreed to purchase hereunder on the Closing
      Date, and the aggregate number of Securities which such defaulting Initial
      Purchaser or Initial Purchasers agreed but failed or refused to purchase does
      not exceed 10% of the aggregate number of the Securities to be purchased on
      such
      date, the other Initial Purchasers shall be obligated, severally, in the
      proportions that the number of Securities set forth opposite their respective
      names on Schedule B
      bears to
      the aggregate number of Securities set forth opposite the names of all such
      non-defaulting Initial Purchasers, or in such other proportions as may be
      specified by the Initial Purchasers with the consent of the non-defaulting
      Initial Purchasers, to purchase the Securities which such defaulting Initial
      Purchaser or Initial Purchasers agreed but failed or refused to purchase on
      such
      date. If any one or more of the Initial Purchasers shall fail or refuse to
      purchase Securities and the aggregate number of Securities with respect to
      which
      such default occurs exceeds 10% of the aggregate number of Securities to be
      purchased on the Closing Date, and arrangements satisfactory to the Initial
      Purchasers and the Company for the purchase of such Securities are not made
      within 48 hours after such default, this Agreement shall terminate without
      liability of any party to any other party except that the provisions of
      Section 4, Section 6, Section 8 and Section 9 shall at all times
      be effective and shall survive such termination. In any such case either the
      Initial Purchasers or the Company shall have the right to postpone the Closing
      Date, as the case may be, but in no event for longer than seven days in order
      that the required changes, if any, to the Final Offering Memorandum or any
      other
      documents or arrangements may be effected.

     

    As
      used
      in this Agreement, the term “Initial Purchaser” shall be deemed to include any
      person substituted for a defaulting Initial Purchaser under this
      Section 16. Any action taken under this Section 16 shall not relieve
      any defaulting Initial Purchaser from liability in respect of any default of
      such Initial Purchaser
      under this Agreement.

     

    Section
      17. No
      Fiduciary Relationship.
      Each of
      the Company and the Guarantors hereby acknowledge that the Initial Purchasers
      are acting solely as initial purchasers in connection with the purchase and
      sale
      of the Securities. Each of the Company and the Guarantors further acknowledge
      that each of the Initial Purchasers is acting pursuant to a contractual
      relationship created solely by this Agreement entered into on an arm’s length
      basis and in no event do the parties intend that any Initial Purchaser act
      or be
      responsible as a fiduciary to the Issuers, their management, stockholders,
      creditors or any other person in connection with any activity that such Initial
      Purchaser may undertake or has undertaken in furtherance of the purchase and
      sale of the Securities, either before or after the date hereof. The Initial
      Purchasers hereby expressly disclaim any fiduciary or similar obligations to
      either the Company or the Guarantors, either in connection with the transactions
      contemplated by this Agreement or any matters leading up to such transactions,
      and the Issuers hereby confirm their understanding and agreement to that effect.
      Each of the Company and the Guarantors and each Initial Purchaser agree that
      they are each responsible for making their own independent judgments with
      respect to any such transactions, and that any opinions or views expressed
      by
      any Initial Purchaser to either the Company or the Guarantors regarding such
      transactions, including but not limited to any opinions or views with respect
      to
      the price or market for the Securities, do not constitute advice or
      recommendations to the Company or the Guarantors. Each of the Company and the
      Guarantors hereby waive and release, to the fullest extent permitted by law,
      any
      claims that such Company or Guarantors may have against the Initial Purchasers
      with respect to any breach or alleged breach of any fiduciary or similar duty
      to
      the either the Company or the Guarantors in connection with the transactions
      contemplated by this Agreement or any matters leading up to such
      transactions

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    Section
      18. General
      Provisions.
      This
      Agreement constitutes the entire agreement of the parties to this Agreement
      and
      supersedes all prior written or oral and all contemporaneous oral agreements,
      understandings and negotiations with respect to the subject matter hereof.
      This
      Agreement may be executed in two or more counterparts, each one of which shall
      be an original, with the same effect as if the signatures thereto and hereto
      were upon the same instrument. This Agreement may not be amended or modified
      unless in writing by all of the parties hereto, and no condition herein (express
      or implied) may be waived unless waived in writing by each party whom the
      condition is meant to benefit. The Table of Contents and the section headings
      herein are for the convenience of the parties only and shall not affect the
      construction or interpretation of this Agreement. 

     

    [Signature
      Page Follows]

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    If
      the
      foregoing is in accordance with your understanding of our agreement, kindly
      sign
      and return to the Company the enclosed copies hereof, whereupon this instrument,
      along with all counterparts hereof, shall become a binding agreement in
      accordance with its terms.

     

    
      
        	
                Very
                  truly yours,

              
	 
	
                TEXAS
                  INDUSTRIES, INC.

              
	 
	
                By:
                  

              	
                /s/
                  Kenneth R. Allen

              
	
                Name:
                  Kenneth R. Allen

              
	
                Title:
                  Vice President, Finance and Chief Financial
                  Officer

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	
                BROOKHOLLOW
                  CORPORATION

              
	
                BROOK
                  HOLLOW PROPERTIES, INC.

              
	
                BROOKHOLLOW
                  OF ALEXANDRIA, INC.

              
	
                BROOKHOLLOW
                  OF VIRGINIA, INC.

              
	
                SOUTHWESTERN
                  FINANCIAL CORPORATION

              
	
                CREOLE
                  CORPORATION

              
	
                PACIFIC
                  CUSTOM MATERIALS, INC.

              
	
                RIVERSIDE
                  CEMENT COMPANY

              
	
                PARTIN
                  LIMESTONE PRODUCTS, INC.

              
	
                RIVERSIDE
                  CEMENT HOLDINGS COMPANY

              
	
                TXI
                  AVIATION, INC.

              
	
                TXI
                  CALIFORNIA INC.

              
	
                TXI
                  CEMENT COMPANY

              
	
                TXI
                  POWER COMPANY

              
	
                TXI
                  RIVERSIDE INC.

              
	
                TXI
                  TRANSPORTATION COMPANY

              
	 	 
	
                By:

              	
                /s/
                  Kenneth R. Allen

              
	 	
                Authorized
                  Officer

              


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	
                TEXAS
                  INDUSTRIES HOLDINGS, LLC

              
	
                TEXAS
                  INDUSTRIES TRUST

              
	
                TXI
                  LLC

              
	
                TXI
                  OPERATING TRUST

              
	 	 
	
                By:

              	
                /s/
                  Kenneth R. Allen 

              
	 	
                Authorized
                  Officer

              
	 	 
	
                TXI
                  OPERATIONS, LP

              
	 	 
	
                By:

              	
                TXI
                  Operating Trust, its general partner

              
	 	 
	
                By:

              	
                /s/
                  Kenneth R. Allen 

              
	 	
                Authorized
                  Officer

              


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    The
      foregoing Purchase Agreement is hereby confirmed and accepted by the Initial
      Purchasers as of the date first above written.

     

    
      
        
          	
                  BANC
                    OF AMERICA SECURITIES LLC

                
	
                  UBS
                    SECURITIES LLC

                
	
                  WACHOVIA
                    CAPITAL MARKETS, LLC

                
	
                  WELLS
                    FARGO SECURITIES, LLC

                
	
                  COMERICA
                    SECURITIES, INC.

                
	
                  SUNTRUST
                    ROBINSON HUMPHREY, INC.

                
	 	 
	
                  By:
                    

                	
                  BANC
                    OF AMERICA SECURITIES LLC

                
	 	 
	
                  By:

                	
                  /s/
                    Stephan Jaeger

                
	 	
                  Name:
                    Stephan Jaeger

                
	 	
                  Title:
                    Managing Director

                


        

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE A

     

    GUARANTORS

     

    Brookhollow
      Corporation

    Brook
      Hollow Properties, Inc.

    Brookhollow
      of Alexandria, Inc.

    Brookhollow
      of Virginia, Inc.

    Southwestern
      Financial Corporation

    Creole
      Corporation

    Pacific
      Custom Materials, Inc.

    Riverside
      Cement Company

    Partin
      Limestone Products, Inc.

    Riverside
      Cement Holdings Company

    Texas
      Industries Holdings, LLC

    Texas
      Industries Trust

    TXI
      Aviation, Inc.

    TXI
      California Inc.

    TXI
      Cement Company

    TXI
      LLC

    TXI
      Operating Trust

    TXI
      Operations, LP

    TXI
      Power
      Company

    TXI
      Riverside Inc.

    TXI
      Transportation Company

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      B

     

    
      
        	
                Initial
                  Purchasers

              	 	
                Aggregate Principal 

                Amount of 

                Securities to be 

                Purchased

              	 
	
                BANC
                  OF AMERICA SECURITIES LLC

              	 	
                $

              	
                180,000,000

              	 
	
                UBS
                  SECURITIES LLC 

              	 	 	
                60,000,000

              	 
	
                WACHOVIA
                  CAPITAL MARKETS, LLC

              	 	 	
                21,000,000

              	 
	
                WELLS
                  FARGO SECURITIES, LLC 

              	 	 	
                21,000,000

              	 
	
                COMERICA
                  SECURITIES, INC. 

              	 	 	
                9,000,000

              	 
	
                SUNTRUST
                  ROBINSON HUMPHREY, INC.

              	 	 	
                9,000,000

              	 
	
                Total

              	 	
                
                

                $

              	
                
                

                300,000,000

              	 


      

    

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    


    SCHEDULE
      C

     

    TEXAS
      INDUSTRIES, INC.

     

    SUBSIDIARIES

     

    
      
        	 	 	 	 	
                State of

              
	 	 	
                Authorized to

              	 	
                Incorporation

              
	 	 	
                Do business in:

              	 	
                or Organization:

              
	 	 	 	 	 
	
                Texas
                  Industries, Inc. (“TXI”) 

              	 	
                AR,
                  CO, DE, LA, OK, TX

              	 	
                Delaware

              
	 	 	 	 	 
	
                Brookhollow
                  Corporation 

              	 	
                DE,
                  TX

              	 	
                Delaware

              
	 	 	 	 	 
	
                Brook
                  Hollow Properties, Inc. 

              	 	
                TX

              	 	
                Texas

              
	 	 	 	 	 
	
                Brookhollow
                  of Alexandria, Inc. 

              	 	
                LA

              	 	
                Louisiana

              
	 	 	 	 	 
	
                Brookhollow
                  of Virginia, Inc.

              	 	
                VA

              	 	
                Virginia

              
	 	 	 	 	 
	
                Creole
                  Corporation 

              	 	
                DE,
                  CA

              	 	
                Delaware

              
	 	 	 	 	 
	
                Pacific
                  Custom Materials, Inc.

              	 	
                CA

              	 	
                California

              
	 	 	 	 	 
	
                Riverside
                  Cement Company

              	 	
                CA

              	 	
                California

              
	 	 	 	 	 
	
                Partin
                  Limestone Products, Inc.

              	 	
                CA

              	 	
                California

              
	 	 	 	 	 
	
                Riverside
                  Cement Holdings Company

              	 	
                CA,
                  DE

              	 	
                Delaware

              
	 	 	 	 	 
	
                Texas
                  Industries Holdings, LLC

              	 	
                DE

              	 	
                Delaware

              
	 	 	 	 	 
	
                Texas
                  Industries Trust 

              	 	
                DE

              	 	
                Delaware

              
	 	 	 	 	 
	
                TXI
                  Aviation, Inc.

              	 	
                TX

              	 	
                Texas

              
	 	 	 	 	 
	
                TXI
                  California Inc.

              	 	
                DE,
                  CA

              	 	
                Delaware

              
	 	 	 	 	 
	
                TXI
                  Cement Company 

              	 	
                DE,
                  TX

              	 	
                Delaware

              
	 	 	 	 	 
	
                TXI
                  LLC 

              	 	
                DE

              	 	
                Delaware

              
	 	 	 	 	 
	
                TXI
                  Operating Trust 

              	 	
                DE

              	 	
                Delaware

              
	 	 	 	 	 
	
                TXI
                  Operations, LP

              	 	
                DE,
                  TX, AR, LA, OK, CO

              	 	
                Delaware

              
	 	 	 	 	 
	
                Southwestern
                  Financial Corporation 

              	 	
                TX

              	 	
                Texas

              
	 	 	 	 	 
	
                TXI
                  Power Company

              	 	
                TX

              	 	
                Texas

              
	 	 	 	 	 
	
                TXI
                  Riverside Inc.

              	 	
                DE,
                  CA

              	 	
                Delaware

              
	 	 	 	 	 
	
                TXI
                  Transportation Company 

              	 	
                TX,
                  LA

              	 	
                Texas

              


      

    

     

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      D

     

    MATERIAL
      EXISTING INSTRUMENTS 

     

    
      	
              1.

            	
              Tax
                Sharing and Indemnification Agreement dated July 6, 2005 between
                Chaparral
                Steel Company and Texas Industries,
                Inc.;

            


    

     

    
      	
              2.

            	
              Separation
                and Distribution Agreement dated July 6, 2005 between Chaparral Steel
                Company and Texas Industries, Inc.;

            


    

     

    
      	
              3.

            	
              Amendment
                No. 1 to Separation and Distribution Agreement between Chaparral
                Steel
                Company and Texas Industries, Inc. dated July 27,
                2005;

            


    

     

    
      	
              4.

            	
              First
                Amended and Restated Credit Agreement, dated August 15, 2007, among
                the
                Company, Bank of America, N.A., as Administrative Agent and lender,
                L/C
                Issuer and Swing Line Lender, UBS Securities LLC, as Syndication
                Agent,
                Wells Fargo Bank, National Association, and Wachovia Bank, National
                Association, as Co-Documentation Agents and as lenders, and UBS Loan
                Finance LLC, General Electric Capital Corporation, Suntrust Bank,
                Capital
                One, National Association, U.S. Bank National Association and Comerica
                Bank, as lenders, as amended;

            


    

     

    
      	
              5.

            	
              First
                Amendment to First Amended and Restated Credit Agreement dated as
                of
                January 28, 2008 among the Company, Bank of America, N.A., as
                Administrative Agent, Swing Line Lender, L/C Issuer and lender and
                other
                lenders. 

            


    

     

    
      	
              6.

            	
              Second
                Amendment to First Amended and Restated Credit Agreement dated as
                of March
                20, 2008 among the Company, Bank of America, N.A., as Administrative
                Agent, Swing Line Lender, L/C Issuer and lender and other
                lenders

            


    

     

    
      	
              7.

            	
              Indenture;

            


    

     

    
      	
              8.

            	
              Registration
                Rights Agreement to be dated as of August 18, 2008, by and among
                Texas
                Industries, Inc., the guarantors named therein and the initial purchasers
                named therein;

            


    

     

    
      	
              9.

            	
              Rights
                Agreement dated as of November 1, 2006, between Texas Industries,
                Inc. and
                Mellon Investor Services, L.L.C.;

            


    

     

    
      	
              10.

            	
              Registration
                Rights Agreement, dated July 6, 2005, by and among Texas Industries,
                Inc.,
                the guarantors named therein and the initial purchasers named therein;
                

            


    

     

    
      	
              11.

            	
              Purchase
                Agreement dated June 29, 2005 among Texas Industries, Inc. and the
                initial
                purchasers named therein;

            


    

     

    
      	
              12.

            	
              Contract
                dated September 27, 2005 between Riverside Cement Company and Oro
                Grande
                Contractors; and

            


    

     

    
      	
              13.

            	
              Contract
                signed September 21, 2007 between the Company and AMEX-Zachary
                Contractors.

            


    

     

    
      	
              14.

            	
              Term
                Credit Agreement dated as of March 20, 2008 among the Company, Bank
                of
                America, N.A., as Administrative Agent and the lenders party
                thereto.

            


    

     

    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    [DATE]

     

    BANC
      OF
      AMERICA SECURITIES LLC

    UBS
      SECURITIES LLC

    WACHOVIA
      CAPITAL MARKETS, LLC

    WELLS
      FARGO SECURITIES, LLC

    COMERICA
      SECURITIES, INC.

    SUNTRUST
      ROBINSON HUMPHREY, INC.

    As
      Initial Purchasers

     

    c/o
      BANC
      OF AMERICA SECURITIES LLC

    One
      Bryant Park

    New
      York,
      New York 10036

     

    Ladies
      and Gentlemen:

     

    We
      have
      acted as special counsel for Texas Industries, Inc., a Delaware corporation
      (the
“Company”),
      in
      connection with the transactions contemplated by the Purchase Agreement dated
      as
      of August 7, 2008 (the “Purchase
      Agreement”),
      among
      the Company, the Guarantors listed on Schedule
      I
      hereto(the “Guarantors”),
      Banc
      of America Securities LLC, UBS Securities LLC, Wachovia Capital Markets, LLC,
      Wells Fargo Securities LLC, Comerica Securities, Inc., and SunTrust Robinson
      Humphrey, Inc. (collectively, the “Initial
      Purchasers”)
      (the
      Company and the Guarantors are referred to herein collectively as the
“Relevant
      Parties”).
      This
      opinion letter is furnished to you solely for purposes of complying with the
      requirements of Section 5(a)(iii) of the Purchase Agreement. Capitalized terms
      that are defined in the Purchase Agreement and are used but not defined herein
      have the meanings given them in the Purchase Agreement.

     

    In
      connection with this opinion letter, we have examined original counterparts
      or
      copies of original counterparts of the documents listed in Schedule
      II.A
      hereto
      (the “Transaction
      Documents”),
      the
      Pricing Disclosure Package and the Final Offering Memorandum. We have also
      examined originals or copies of such other records of the Company, certificates
      of public officials and of officers of the Company and the Guarantors and the
      representations and warranties of the Company and the Guarantors in the
      Transaction Documents and agreements and other documents as we have deemed
      necessary as a basis for the opinions expressed below.

     

    In
      rendering the opinions expressed below, we have assumed: 

     

    (i) The
      genuineness of all signatures.

     

    (ii) The
      authenticity of the originals of the documents submitted to us.

     

    
      
        
        

      

      
        Ex.
          A-1

        
          

        

      

      
        
        

      

       

    

    (iii) The
      conformity to authentic originals of any documents submitted to us as
      copies.

     

    (iv) The
      authenticity of the original documents of which copies were
      provided.

     

    (v) As
      to
      matters of fact, the truthfulness of the representations made or otherwise
      incorporated in the Purchase Agreement and the other Transaction Documents
      and
      representations and statements made in certificates of public officials and
      officers of the Relevant Parties.

     

    (vi) That
      the
      Transaction Documents constitute valid, binding and enforceable obligations
      of
      each party thereto (other than the Relevant Parties).

     

    (vii) That:

     

    (A) Each
      Guarantor is an entity duly organized under the laws of the jurisdiction of
      its
      organization.

     

    (B) Each
      Guarantor has full power to execute, deliver and perform the Transaction
      Documents to which it is a party and the Exchange Notes and has duly executed
      and delivered (except to the extent Applicable Laws are applicable to such
      execution and delivery) such Transaction Documents. 

     

    (C) The
      execution, delivery and performance by each Guarantor of the Transaction
      Documents to which it is a party and the Exchange Notes have been duly
      authorized by all necessary action (corporate or otherwise) and do not
      contravene its certificate or articles of incorporation or certificate of
      formation, bylaws or other organizational documents.

     

    (D) The
      execution, delivery and performance by each Relevant Party of the Transaction
      Documents to which it is a party and the Exchange Notes do not:

     

    (1) except
      with respect to Applicable Laws, violate any law, rule or regulation applicable
      to it, or

     

    (2) result
      in
      any conflict with or breach of any agreement or document binding on it (other
      than Applicable Contracts (as defined below)), of which any addressee hereof
      has
      knowledge, has received notice or has reason to know.

     

    (E) Except
      as
      required by Applicable Laws and other laws, rules and regulations referred
      to in
      paragraphs 10, 13 and 14, no authorization, approval or other action by, and
      no
      notice to or filing with, any governmental authority or regulatory body or
      (to
      the extent the same is required under any agreement or document binding on
      it of
      which an addressee hereof has knowledge, has received notice or has reason
      to
      know, other than any Applicable Contract (as defined below)) any other third
      party is required for the due execution, delivery or performance by any Relevant
      Party of any Transaction Document to which it is a party or, if any such
      authorization, approval, action, notice or filing is required, it has been
      duly
      obtained, taken, given or made and is in full force and effect.

     

    
      
        
        

      

      
        Ex.
          A-2

        
          

        

      

      
        
        

      

    

     

    We
      have
      not independently established the validity of the foregoing
      assumptions.

     

    “Applicable
      Laws”
means
      those laws, rules and regulations of the State of Texas, the State of New York,
      and the federal laws, rules and regulations of the United States of America,
      that a New York or Texas lawyer exercising customary professional diligence
      would reasonably be expected to recognize as being applicable to the Relevant
      Parties, the Purchase Agreement, Registration Rights Agreement, the Indenture,
      the DTC Agreement, the Notes and the Exchange Notes or transactions of the
      type
      contemplated by the Purchase Agreement, Registration Rights Agreement, the
      Indenture, the DTC Agreement, the Notes and the Exchange Notes, and, for
      purposes of our opinions in paragraphs 1, 2 and 11(a), include Delaware General
      Corporation Law. However, the term “Applicable Laws” does not
      include:

     

    (i) Any
      state
      or federal laws, rules or regulations relating to: (A) pollution or
      protection of the environment; (B) zoning, land use, building or
      construction; (C) occupational safety and health or other similar matters;
      (D) labor or employee rights and benefits, including without limitation the
      Employee Retirement Income Security Act of 1974, as amended; (E) the
      regulation of utilities; (F) antitrust and trade regulation; (G) tax;
      (H) securities, including, without limitation federal and state securities
      laws, rules or regulations and the Investment Company Act of 1940, as amended
      (the “Investment Company Act”); (I) corrupt practices, including without
      limitation the Foreign Corrupt Practices Act of 1977; and (J) copyrights,
      patents, service marks and trademarks.

     

    (ii) Any
      laws,
      rules or regulations of any county, municipality or similar political
      subdivision or any agency or instrumentality thereof.

     

    (iii) Any
      laws,
      rules or regulations that are applicable to the Relevant Parties, the
      Transaction Documents or such transactions solely because such laws, rules
      or
      regulations are part of a regulatory regime applicable to any party to any
      of
      the Transaction Documents or any of its affiliates because of the specific
      assets or business of such party or such affiliate. 

     

    Based
      upon the foregoing, and subject to the qualifications and limitations herein
      set
      forth, we are of the opinion that:

     

    
      
        
        

      

      
        Ex.
          A-3

        
          

        

      

      
        
        

      

    

     

    1. The
      Company is a corporation that is validly existing and in good standing under
      the
      laws the State of Delaware.

     

    2. The
      Company has: 

     

    (a)
       the
      corporate power and authority to own, lease and operate its properties and
      to
      conduct its business as described in the Company’s Form 10-K for the year ended
      May 31, 2008 and to enter into and perform its obligations under the Transaction
      Documents and the Exchange Notes; 

     

    (b)
       taken
      all
      corporate action necessary to authorize the execution, delivery and performance
      of the Transaction Documents; and 

     

    (c)
       duly
      executed and delivered the Transaction Documents. 

     

    Each
      Guarantor has duly executed and delivered each Transaction Document to which
      it
      is a party.

     

    3. Based
      solely on certificates of public officials, the Company is in good standing
      and
      authorized to do business in each state specified on Schedule
      II.B
      hereto
      as of the date specified in such Schedule.

     

    4. Each
      of
      the Registration Rights Agreement and the DTC Agreement is the valid and binding
      agreement of each Relevant Party that is a party thereto, enforceable against
      such Relevant Party in accordance with its terms.

     

    5. The
      Indenture, including the First Supplemental Indenture, is the valid and binding
      agreement of each Relevant Party, enforceable against such Relevant Party in
      accordance with its terms.

     

    6. The
      Notes
      are in the form contemplated by the Indenture, and when duly authenticated
      by
      the Trustee in the manner provided in the Indenture and delivered against
      payment of the purchase price therefor as provided in the Purchase Agreement,
      will be valid and binding obligations of the Company, enforceable against the
      Company in accordance with their terms and entitled to the benefits of the
      Indenture.

     

    7. The
      Guarantees of the Notes are in the form contemplated by the Indenture and,
      when
      the Notes have been duly authenticated by the Trustee in the manner provided
      in
      the Indenture and delivered against payment of the purchase price therefor
      as
      provided in the Purchase Agreement, such Guarantees will be valid and binding
      agreements of the Guarantors, enforceable against the Guarantors in accordance
      with their terms.

     

    8. The
      Notes, the form of the Exchange Notes attached as Exhibit A to the Indenture,
      the Guarantees of the Notes, form of the Guarantees of the Exchange Notes
      attached as Exhibit A to the Indenture, and the Indenture conform in all
      material respects to the descriptions thereof contained in the Pricing
      Disclosure Package and the Final Offering Memorandum.

     

    
      
        
        

      

      
        Ex.
          A-4

        
          

        

      

      
        
        

      

    

     

    9. Insofar
      as the statements in the Pricing Disclosure Package and the Final Offering
      Memorandum under the caption “Description of Other Indebtedness” set forth a
      description of the Amended and Restated Credit Agreement, dated August 15,
      2007,
      among the Company, Bank of America, N.A., as administrative agent, L/C issuer
      and swing line lender, and the lenders party thereto, such statements are
      correct in all material respects. The statements in the Pricing Disclosure
      Package under the caption “Material United States Federal Income and Estate Tax
      Consequences” and “Notice to Investors,” insofar as such statements constitute
      summaries of legal matters referred to therein, accurately summarize in all
      material respects, the legal matters referred to therein.

     

    10. No
      authorization, approval or other action by, and no notice to or filing with,
      any
      United States federal or New York governmental authority or regulatory body
      is
      required under Applicable Laws for the due execution, delivery or performance
      by
      the Relevant Parties of any Transaction Document to which it is a party, except
      as may be required under the Securities Act of 1933, as amended (the
“Securities
      Act”)
      and
      the Trust Indenture Act of 1939, as amended (the “Trust
      Indenture Act”),
      in
      connection with the registration statement described in the Offering Memorandum
      and contemplated by the Registration Rights Agreement and as may be required
      under the securities or blue sky laws of any jurisdiction in the United States
      in connection with the offer and sale of the Notes and the Exchange
      Notes.

     

    11. The
      execution, delivery and performance by the Company of the Purchase Agreement,
      the Registration Rights Agreement, the Indenture and the DTC Agreement and
      the
      issuance and delivery of the Notes and the Exchange Notes:

     

    (a) will
      not
      result in any violation of the certificate of incorporation or by-laws of the
      Company; 

     

    (b)
       will
      not
      constitute a breach of, or Default or a Debt Repayment Triggering Event under,
      or result in the creation or imposition of any lien, charge or encumbrance
      upon
      any property or assets of the Company pursuant to, or require the consent of
      any
      other party under, the agreements listed on Schedule
      II.C
      (each,
      an “Applicable
      Contract”);
      and


     

    (c)
       will
      not
      result in any violation by the Company of any Applicable Law.

     

    12. The
      execution, delivery and performance by each Guarantor of the Purchase Agreement,
      the Registration Rights Agreement and the Indenture:

     

    (a) will
      not
      constitute a breach of, or Default or a Debt Repayment Triggering Event under,
      or result in the creation or imposition of any lien, charge or encumbrance
      upon
      any property or assets of such Guarantor pursuant to, or require the consent
      of
      any other party under, any Applicable Contract, and 

     

    (b)
       will
      not
      result in any violation by such Guarantor of any Applicable Law.

     

    
      
        
        

      

      
        Ex.
          A-5

        
          

        

      

      
        
        

      

    

     

    13. The
      Company is not, and as a result of the transactions contemplated by the Purchase
      Agreement will not be, required to register as an “investment company” under the
      Investment Company Act.

     

    14. Based
      upon the representations, warranties and agreements of the Company and the
      Initial Purchasers in the Purchase Agreement and assuming compliance with the
      offering and transfer procedures and restrictions described in the Offering
      Memorandum, it is not necessary in connection with the offer and sale of the
      Notes to the Initial Purchasers under the Purchase Agreement or in connection
      with the initial resale of such Notes by the Initial Purchasers in the manner
      contemplated by the Purchase Agreement to register the offer and sale of the
      Notes under the Securities Act of 1933, as amended, or to qualify the Indenture
      under the Trust Indenture Act other than any registration or qualification
      that
      may be required in connection with the Exchange Offer contemplated by the
      Offering Memorandum and the Registration Rights Agreement, it being understood
      that no opinion is expressed as to any subsequent resale of any
      Notes.

     

    The
      opinions set forth above are subject to the following qualifications and
      exceptions: 

     

    (a) Our opinions
      are limited to Applicable Laws, (i) in the case of our opinion in paragraphs
      10
      and 14 above, the Securities Act and the Trust Indenture Act, (ii) in the case
      of our opinion in paragraph 13 above, the Investment Company Act, and (iii)
      in
      the case of our opinions in paragraph 3 above, to the limited extent set forth
      therein, the law of the states referred to in Schedule
      II.B
      hereto,
      and we do not express any opinion herein concerning any other laws.

     

    (b) Our
      opinions in paragraphs 4 through 7 are subject to bankruptcy, insolvency,
      fraudulent transfer, reorganization, receivership, moratorium or similar laws
      affecting the rights and remedies of creditors generally.

     

    (c) Our
      opinions in paragraphs 4 through 7 are subject to general principles of equity
      exercisable in the discretion of a court (including without limitation
      obligations and standards of good faith, fair dealing, materiality and
      reasonableness and defenses relating to unconscionability or to impracticability
      or impossibility of performance).

     

    (d) We
      express no opinion in paragraphs 4 through 7 with respect to:

     

    (i) The
      enforceability of any Transaction Document under the laws of any jurisdiction
      other than the jurisdiction whose laws such Transaction Document provides will
      govern such Transaction Document.

     

    (ii) The
      enforceability of indemnification provisions or of waiver, release or
      exculpation provisions, contained in the Transaction Documents to the extent
      that enforcement thereof is contrary to public policy regarding the
      indemnification against or release or exculpation of criminal violations,
      intentional harm, or violations of securities laws.

     

    
      
        
        

      

      
        Ex.
          A-6

        
          

        

      

      
        
        

      

    

     

    (iii) Any
      waiver of defenses in the guaranty of the Guarantors in the
      Indenture.

     

    (iv) Any
      provision of a Transaction Document that (A) contains a waiver of any objection
      based on inappropriate venue or forum
      non conveniens
      in any
      federal court of the United States, or (B) implies that a federal court of
      the
      United States has subject matter jurisdiction.

     

    (e) With
      respect to our opinion in paragraph 1, we have relied exclusively on
      certificates issued by the Secretary of State of the State of Delaware.


     

    In
      the
      course of our acting as counsel to the Company in connection with the
      preparation of the Offering Memorandum dated August 7, 2008 (including the
      documents incorporated by reference therein (the “Offering
      Memorandum”)
      relating to the Notes, we reviewed the Offering Memorandum, together with the
      documents and information listed in Schedule
      III
      hereto
      (the “Pricing
      Disclosure Package”)
      and
      participated in conferences with officers and other representatives of the
      Company, representatives of the Initial Purchasers and the Initial Purchasers’
counsel, and representatives of the independent public accountants for the
      Company, at which the contents of the Offering Memorandum and the Pricing
      Disclosure Package and related matters were discussed. We did not participate
      in
      the preparation of the documents incorporated by reference in the Offering
      Memorandum. The purpose of our professional engagement was not to establish
      or
      confirm factual matters set forth in the Offering Memorandum or Pricing
      Disclosure Package, and we have not undertaken to verify independently any
      of
      such factual matters. Moreover, many of the determinations required to be made
      in the preparation of the Offering Memorandum and the Pricing Disclosure Package
      involve matters of a non-legal nature. Subject to the foregoing, we confirm
      to
      you that, on the basis of the information we gained in the course of performing
      the services referred to above, nothing came to our attention that caused us
      to
      believe that:

     

    (a) the
      Pricing Disclosure Package, as of 3:30 pm ET. on August 7, 2008 (the
“Applicable
      Time”)
      contained any untrue statement of a material fact or omitted to state any
      material fact necessary in order to make the statements therein, in the light
      of
      the circumstances under which they were made, not misleading; or

     

    (b) the
      Offering Memorandum, as of its date and as of the date hereof, contained or
      contains any untrue statement of a material fact or omitted or omits to state
      any material fact necessary in order to make the statements therein, in the
      light of the circumstances under which they were made, not
      misleading;

     

    provided
      that we
      do not assume any responsibility for the accuracy, completeness or fairness
      of
      the statements contained in the Offering Memorandum or the Pricing Disclosure
      Package (except as otherwise specifically stated in paragraph 9), and we do
      not
      express any belief with respect to the financial statements or other financial
      data 
      or
      related statistical data derived from such financial data or accounting data
      contained in the Offering Memorandum or the Pricing Disclosure
      Package.

     

    
      
        
        

      

      
        Ex.
          A-7

        
          

        

      

      
        
        

      

    

     

    This
      opinion letter is rendered to you in connection with the transactions
      contemplated by the Transaction Documents. This opinion letter may not be relied
      upon by any person other than you or by you, or any such person that is so
      entitled to rely on this opinion letter, for any other purpose, without our
      prior written consent.

     

    This
      opinion letter is limited to the matters expressly stated herein and is provided
      solely for purposes of complying with the requirements of the Purchase
      Agreement, and no opinions may be inferred or implied beyond the matters
      expressly stated herein. The opinions expressed herein are rendered and speak
      only as of the date hereof and we specifically disclaim any responsibility
      to
      update such opinions subsequent to the date hereof or to advise you of
      subsequent developments affecting such opinions.

     

    Respectfully
      submitted,

     

    JED/ARC/SMM/MAM/JWR

    RHS

     

    
      
        
        

      

      
        Ex.
          A-8

        
          

        

      

      
        
        

      

    


    SCHEDULE
      I

     

    Guarantors

     

    
      
        	 	 	
                Type
                  of Entity

              	 	
                State
                  of Organization

              
	 	 	 	 	 
	
                Brookhollow
                  Corporation

              	 	
                Corporation

              	 	
                Delaware

              
	
                Brook
                  Hollow Properties, Inc.

              	 	
                Corporation

              	 	
                Texas

              
	
                Brookhollow
                  of Alexandria, Inc.

              	 	
                Corporation

              	 	
                Louisiana

              
	
                Brookhollow
                  of Virginia, Inc.

              	 	
                Corporation

              	 	
                Virginia

              
	
                Southwestern
                  Financial Corporation

              	 	
                Corporation

              	 	
                Texas

              
	
                Creole
                  Corporation

              	 	
                Corporation

              	 	
                Delaware

              
	
                Pacific
                  Custom Materials, Inc.

              	 	
                Corporation

              	 	
                California

              
	
                Riverside
                  Cement Company

              	 	
                General
                  Partnership

              	 	
                California

              
	
                Partin
                  Limestone Products, Inc.

              	 	
                Corporation

              	 	
                California

              
	
                Riverside
                  Cement Holdings Company

              	 	
                Corporation

              	 	
                Delaware

              
	
                Texas
                  Industries Holdings, LLC

              	 	
                LLC

              	 	
                Delaware

              
	
                Texas
                  Industries Trust

              	 	
                Trust

              	 	
                Delaware

              
	
                TXI
                  Aviation, Inc.

              	 	
                Corporation

              	 	
                Texas

              
	
                TXI
                  California Inc.

              	 	
                Corporation

              	 	
                Delaware

              
	
                TXI
                  Cement Company

              	 	
                Corporation

              	 	
                Delaware

              
	
                TXI
                  LLC

              	 	
                LLC

              	 	
                Delaware

              
	
                TXI
                  Operating Trust

              	 	
                Trust

              	 	
                Delaware

              
	
                TXI
                  Operations, LP

              	 	
                Limited
                  Partnership

              	 	
                Delaware

              
	
                TXI
                  Power Company

              	 	
                Corporation

              	 	
                Texas

              
	
                TXI
                  Riverside Inc.

              	 	
                Corporation

              	 	
                Delaware

              
	
                TXI
                  Transportation Company

              	 	
                Corporation

              	 	
                Texas

              



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    SCHEDULE
      II

     

    SECTION
      A.

    Transaction
      Documents

     

    
      	
              1.

            	
              Purchase
                Agreement

            


    

     

    
      	
              2.

            	
              Indenture
                dated as of July 6, 2005 between the Company, the Guarantors and
                Wells
                Fargo Bank, National Association, as
                trustee.

            


    

     

    
      	
              3.

            	
              First
                Supplemental Indenture dated as of _________, 2008 between the Company,
                the Guarantors and Wells Fargo Bank, National Association, as trustee.
                

            


    

     

    
      	
              4.

            	
              Global
                Notes issued by the Company today in the aggregate principal amount
                $300,000,000, together with the notations of Guarantee of the Guarantors
                attached thereto.

            


    

     

    
      	
              5.

            	
              DTC
                Agreement dated as of ________, 2008 between the Company and Cede
&
                Co., as nominee for the Depositary Trust
                Company.

            


    

     

    
      	
              6.

            	
              Registration
                Rights Agreement dated as of ____________, 2008 between the Company,
                the
                Guarantors and the Initial Purchasers.


            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SECTION
      B.

    States
      Where the Company Is Qualified to Do Business

     

    
      
        	
                State

              	 	
                Issuer of Certificate

              	 	
                Type of Certificate

              	 	
                Date of Certificate

              
	
                Arkansas

              	
                 

              	
                Secretary of
                  State

              	 	 	 	 
	
                Colorado

              	 	
                Secretary
                  of State

              	 	 	 	 
	
                Louisiana

              	 	
                Secretary
                  of State

              	 	 	 	 
	
                Oklahoma

              	 	
                Secretary
                  of State

              	 	 	 	 
	
                Texas

              	 	
                Secretary
                  of State

              	 	 	 	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SECTION
      C.

    Applicable
      Contracts

     

    
      	
              1.

            	
              Tax
                Sharing and Indemnification Agreement dated July 6, 2005 between
                Chaparral Steel Company and the
                Company.

            


    

     

    
      	
              2.

            	
              Separation
                and Distribution Agreement dated July 6, 2005 between Chaparral Steel
                Company and the Company.

            


    

     

    
      	
              3.

            	
              Amendment
                No. 1 to Separation and Distribution Agreement dated July 27, 2005
                between
                Chaparral Steel Company and the
                Company.

            


    

     

    
      	
              4.

            	
              First
                Amended and Restated Credit Agreement, dated August 15, 2007, among
                the
                Company, Bank of America, N.A., as administrative agent, L/C issuer
                and
                swing line lender, and the lenders party thereto, as amended.
                

            


    

     

    
      	
              5.

            	
              Term
                Credit Agreement dated as of March 20, 2008 among the Company, Bank
                of
                America, N.A., as Administrative Agent and the lenders party
                thereto.

            


    

     

    
      	
              6.

            	
              Rights
                Agreement dated as of November 1, 2006, between the Company. and
                Mellon
                Investor Services, L.L.C. 

            


    

     

    
      	
              7.

            	
              Contract
                dated September 27, 2005 between Riverside Cement Company and Oro
                Grande
                Contractors.

            


    

     

    
      	
              8.

            	
              Contract
                dated September 21, 2007 by and between the Company and AMEX-Zachary
                Contractors.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      III

     

    Pricing
      Disclosure Package

     

    Pricing
      Supplement dated August 7, 2008

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT B

     

    ___________
      __, 2008

    
 

    Banc
      of
      America Securities LLC

    UBS
      Securities LLC

    Wachovia
      Capital Markets, LLC

    Wells
      Fargo Securities, LLC

    Comerica
      Securities, Inc.

    SunTrust
      Robinson Humphrey, Inc.

    


    c/o Banc
      of
      America Securities LLC

    One
      Bryant Park

    New
      York,
      New York 10036

    


    Ladies
      and Gentlemen:

    


    I
      am Vice
      President and General Counsel of Texas Industries, Inc., a Delaware corporation
      (the “Company”). I have been asked to deliver this opinion to Banc of America
      Securities LLC, UBS Securities LLC, Wachovia Capital Markets, LLC, Wells Fargo
      Securities, LLC, Comerica Securities, Inc. and SunTrust Robinson Humphrey,
      Inc.
      (collectively, the “Initial Purchasers”), in connection with the issuance by the
      Company of $300,000,000 aggregate principal amount of the Company’s 71⁄4% Senior
      Notes due 2013 (the “Notes”) and pursuant to Section 5(a)(iv) of the Purchase
      Agreement dated _________ __, 2008 (the “Purchase Agreement”) among the Company,
      the Guarantors named therein (the “Guarantors”) and the Initial Purchasers.
      Capitalized terms defined in the Purchase Agreement which are used but not
      defined herein shall have the respective meanings set forth in the Purchase
      Agreement.

    


    In
      connection with the issuance of the Notes, I have reviewed the Purchase
      Agreement, the Indenture, the First Supplemental Indenture, the Notes, the
      Guarantees, the forms of the Exchange Notes, the DTC Agreement and the
      Registration Rights Agreement (collectively, the “Principal Documents”), the
      Pricing Disclosure Package and the Final Offering Memorandum and such other
      documents and instruments as I have deemed necessary to render this opinion.
      I
      have assumed, with respect to all documents and instruments which I have
      examined, the genuineness of all signatures thereon, the authenticity of all
      documents submitted to me as originals, the conformity to originals of all
      documents submitted to me as copies and the authenticity of the originals of
      which copies were provided. I have also relied upon certificates of public
      officials.

    


    Based
      upon the foregoing, and subject to the qualifications and limitations set forth
      herein, it is my opinion that:

    


    1. Each
      Guarantor has been duly incorporated or organized and is validly existing as
      a
      corporation, trust, limited liability company or partnership in good standing
      under the laws of the jurisdiction of its incorporation or organization, and
      has
      corporate, trust, limited liability company or partnership power and authority
      to own, lease and operate its properties and to conduct its business as now
      being conducted and to enter into and perform its obligations under the
      Principal Documents to which it is a party and, to the best of my knowledge,
      is
      duly qualified as a foreign corporation, trust, limited liability company or
      partnership to transact business and is in good standing in each jurisdiction
      in
      which such qualification is required, whether by reason of the ownership or
      leasing of property or the conduct of business, except for such jurisdictions
      where the failure to so qualify or to be in good standing would not,
      individually or in the aggregate, result in a Material Adverse
      Change.

    


    
      
        
        

      

      
        Ex.
          B-1

        
          

        

      

      
        
        

      

      

        Banc
          of
          America Securities LLC

        UBS
          Securities LLC

        Wachovia
          Capital Markets, LLC

        Wells
          Fargo Securities, LLC

        Comerica
          Securities, Inc.

        Suntrust
          Robinson Humphrey, Inc.

        c/o Banc
          of
          America Securities LLC

        ___________
          __, 2008

      

       

    

    2. All
      of
      the issued and outstanding capital stock or partnership or other ownership
      interest of each Guarantor has been duly authorized and validly issued, and
      is
      fully paid and non-assessable and is owned by the Company, directly or through
      subsidiaries, free and clear of any security interest, mortgage, pledge, lien
      or
      encumbrance, or to the best of my knowledge, any pending or threatened
      claim.

    


    3. To
      the
      best of my knowledge, all of the outstanding shares of capital stock of the
      Company have been duly authorized and validly issued, are fully paid and
      nonassessable and have been issued in compliance with federal and state
      securities laws.

    


    4. The
      statements in, or incorporated by reference in, the Pricing Disclosure Package
      and the Final Offering Memorandum under the captions “Risk Factors—Risks Related
      to the Notes—Federal and state statutes allow courts, under specific
      circumstances, to void the notes or the guarantees and require note holders
      to
      return payments received from the issuer or the subsidiary guarantors,” “Risk
      Factors—Risks Relating to Our Business—We may incur substantial expenditures to
      comply with environmental, health and safety laws. The enforcement of such
      laws
      may result in liability for civil or criminal fines or penalties or curtailment
      or suspension of our operations. We may become liable for environmental injury
      to persons or property,” “Item 3. Legal Proceedings,” “Item 1.
      Business—Environmental,” “Item 10. Directors, Executive Officers and Corporate
      Governance,” and “Item 11. Executive Compensation,” insofar as such statements
      constitute matters of law, summaries of legal matters, the Company’s charter or
      bylaw provisions, documents or legal proceedings, or legal conclusions, have
      been reviewed by me and fairly present and summarize, in all material respects,
      the matters referred to therein.

    


    5. No
      consent, approval, authorization or other order of, or registration or filing
      with, any court or other governmental or regulatory authority or agency, is
      required for the Company’s or any Guarantors’ execution, delivery and
      performance of the Purchase Agreement, the Registration Rights Agreement, the
      DTC Agreement or the Indenture, or the issuance and delivery of the Securities
      or the Exchange Securities, except (i) such as have been obtained or made by
      the
      Company or such Guarantors and are in full force and effect under the Securities
      Act, (ii) such as may be required by state securities laws, and (iii) with
      respect to the Registration Rights Agreement, the filing and effectiveness
      of
      the applicable registration statement under the Securities Act.

    


    
      
        
        

      

      
        Ex.
          B-2

        
          

        

      

      
        
        

      

    

     

    
      Banc
        of
        America Securities LLC

      UBS
        Securities LLC

      Wachovia
        Capital Markets, LLC

      Wells
        Fargo Securities, LLC

      Comerica
        Securities, Inc.

      Suntrust
        Robinson Humphrey, Inc.

      c/o Banc
        of
        America Securities LLC

      ___________
        __, 2008

    

     

    6. The
      Company’s and each Guarantor’s execution and delivery of the Purchase Agreement,
      the Registration Rights Agreement and the Indenture, including the First
      Supplemental Indenture, the Company’s execution, delivery and performance of the
      DTC Agreement, and the issuance and delivery of the Securities and, if required
      under the Registration Rights Agreement, the Exchange Securities, (i) have
      been
      duly authorized by all necessary corporate, trust, limited liability company
      or
      partnership action of the Company and the Guarantors and will not result in
      any
      violation of the provisions of the charter or bylaws, trust agreement, operating
      agreement or partnership agreement of the Company or any subsidiary; (ii)
      assuming the Company applies the net proceeds from the sale of the Securities
      sold by it in the manner described under the caption “Use of Proceeds” in the
      Pricing Disclosure Package, will not constitute a breach of, or Default or
      a
      Debt Repayment Triggering Event under, or result in the creation or imposition
      of any lien, charge or encumbrance upon any property or assets of the Company
      or
      any of its domestic subsidiaries pursuant to, or require the consent of any
      other party to, the agreements listed on Exhibit
      A
      hereto
      (each, a “Material Existing Instrument”); and (iii) to the best of my knowledge,
      after reasonable investigation, will not result in any violation of any law,
      administrative regulation or administrative or court decree applicable to the
      Company or any subsidiary.

    


    7. The
      Purchase Agreement, the Registration Rights Agreement, the Indenture, including
      the First Supplemental Indenture, and the DTC Agreement have been duly executed
      and delivered by the Company and each Guarantor that is a party thereto. The
      Notes have been duly executed by the Company and, when authenticated by the
      Trustee and delivered against payment of the purchase price therefore, will
      have
      been duly delivered by the Company.

    


    8. To
      the
      best of my knowledge after reasonable investigation, neither the Company nor
      any
      subsidiary is in violation of its charter or bylaws or any law, administrative
      regulation or administrative or court decree applicable to the Company or any
      subsidiary or is in Default in the performance or observance of any obligation,
      agreement, covenant or condition contained in any Material Existing Instrument,
      except in each such case for such violations or Defaults as would not,
      individually or in the aggregate, result in a Material Adverse
      Change.

     

    
      
        
        

      

      
        Ex.
          B-3

        
          

        

      

      
        
        

      

    

    

      Banc
        of
        America Securities LLC

      UBS
        Securities LLC

      Wachovia
        Capital Markets, LLC

      Wells
        Fargo Securities, LLC

      Comerica
        Securities, Inc.

      Suntrust
        Robinson Humphrey, Inc.

      c/o Banc
        of
        America Securities LLC

      ___________
        __, 2008

    

     

    9. Except
      as
      otherwise disclosed in the Pricing Disclosure Package and the Final Offering
      Memorandum, there are no legal or governmental actions, suits or proceedings
      pending or, to the best of my knowledge, threatened (i) against or
      affecting the Company or any of its subsidiaries, or (ii) which has as the
      subject thereof any property owned or leased by, the Company or any of its
      subsidiaries, where in any such case (A) there is a reasonable possibility
      that such action, suit or proceeding might be determined adversely to the
      Company or such subsidiary and (B) any such action, suit or proceeding, if
      so determined adversely, would reasonably be expected to result in a Material
      Adverse Change. 

    


    10. Neither
      the Company nor any of its subsidiaries has received any notice of infringement
      or conflict with asserted Intellectual Property Rights of others, which
      infringement or conflict, if the subject of an unfavorable decision, would
      reasonably be expected to result in a Material Adverse Change. 

    


    11. The
      Company and each subsidiary possess such valid and current certificates,
      authorizations or permits issued by the appropriate local, state, federal or
      foreign regulatory agencies or bodies necessary to conduct their respective
      businesses, each such certificate, authorization and permit being in full force
      and effect, and the Company and each subsidiary is in compliance with the terms
      of each such certificate, authorization and permit, except where the failure
      to
      so possess or comply would not, individually or in the aggregate, result in
      a
      Material Adverse Change. Neither the Company nor any subsidiary has received
      any
      notice of proceedings relating to the revocation or modification of, or
      non-compliance with, any such certificate, authorization or permit which, singly
      or in the aggregate, if the subject of an unfavorable decision, ruling or
      finding, would result in a Material Adverse Change.

    


    12. The
      documents incorporated by reference in the Pricing Disclosure Package and the
      Final Offering Memorandum (other than the financial statements and the notes
      thereto and the other financial and accounting data, as to which no opinion
      is
      rendered), when they were filed with the Commission complied as to form in
      all
      material respects with the requirements of the Exchange Act.

     

    I
      have
      participated in conferences with officers and other representatives of the
      Company, representatives of the independent registered public accounting firm
      for the Company and with representatives of the Initial Purchasers at which
      the
      contents of the Pricing Disclosure Package and the Final Offering Memorandum,
      and any supplements or amendments thereto, and related matters were discussed
      and, although I have not independently verified and am not passing upon and
      do
      not assume any responsibility for the accuracy, completeness or fairness of
      the
      statements contained in the Pricing Disclosure Package and the Final Offering
      Memorandum (other than as specified in paragraph 4 above), and any supplements
      or amendments thereto, on the basis of the foregoing, nothing has come to my
      attention which would lead me to believe that the Pricing Disclosure Package,
      as
      of _____, 2008 or the Final Offering Memorandum, as of its date or at the date
      hereof, contained or contains an untrue statement of a material fact or omitted
      or omits to state a material fact necessary in order to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading (it being understood that I express no belief as to the financial
      statements and the related notes thereto or other financial, statistical or
      accounting data derived therefrom, included in the Pricing Disclosure Package
      or
      the Final Offering Memorandum or any amendments or supplements
      thereto).

    


    
      
        
        

      

      
        Ex.
          B-4

        
          

        

      

      
        
        

      

      

        Banc
          of
          America Securities LLC

        UBS
          Securities LLC

        Wachovia
          Capital Markets, LLC

        Wells
          Fargo Securities, LLC

        Comerica
          Securities, Inc.

        Suntrust
          Robinson Humphrey, Inc.

        c/o Banc
          of
          America Securities LLC

        ___________
          __, 2008

      

       

    

    This
      opinion is limited by, subject to and based on the following:

    


    (a)
       I
      am a
      member of the bar of the State of Texas and do not hold myself out as being
      conversant with the laws of any jurisdiction other than those of the State
      of
      Texas, the United States of America and, to the extent relevant to the opinions
      expressed above, the corporation, limited partnership, limited liability company
      and trust acts of the States of Delaware, Louisiana, Virginia and California,
      and I express no opinion herein with respect to the law of any such other
      jurisdiction. 

    


    (b) With
      respect to the opinion in paragraph 1 that the Guarantors validly exist and
      are
      in good standing under the laws of the states of the jurisdiction of their
      incorporation or organization, I have given such opinion based solely on
      certificates to that effect issued by the Secretary of State of the states
      set
      forth on Exhibit
      B.
      With
      respect to the opinion in paragraph 1 that the Guarantors are duly qualified
      as
      a foreign corporation, trust, limited liability company or partnership to
      transact business and is in good standing in each jurisdiction in which such
      qualification is required, I have given such opinion based solely upon
      certificates to that effect issued by the Secretaries of State of the states
      set
      forth on Exhibit
      C.

    


    (c) In
      rendering this opinion, I have assumed:

    


    
      	 	
              (i)

            	
              that
                each Principal Document has been duly authorized, executed and delivered
                by each party thereto other than the Company and the Guarantors and
                constitutes the valid and legally binding obligation of such other
                party
                enforceable in accordance with its terms;
                and

            


    

    


    
      	 	
              (ii)

            	
              that
                there has been no mutual mistake of fact or misunderstanding, fraud,
                duress or undue influence with respect to, or affecting any of, the
                parties to the transaction, and the conduct of the parties to the
                transaction has complied with any requirements of good faith, fair
                dealing, and conscionability.

            


    

     

    
      
        
        

      

      
        Ex.
          B-5

        
          

        

      

      
        
        

      

    


    Banc
      of
      America Securities LLC

    UBS
      Securities LLC

    Wachovia
      Capital Markets, LLC

    Wells
      Fargo Securities, LLC

    Comerica
      Securities, Inc.

    Suntrust
      Robinson Humphrey, Inc.

    c/o Banc
      of
      America Securities LLC

    ___________
      __, 2008

    


    (d) This
      opinion is limited to the matters stated herein, and no opinion is implied
      or
      may be inferred beyond the matters expressly stated. The opinions stated herein
      are as of the date hereof, and I assume no obligation to update or supplement
      this opinion to reflect any facts or circumstances which may hereafter come
      to
      my attention or any changes in law which may hereafter occur.

    


    (e) The
      qualification of any opinion or statement herein by the use of the words “to the
      best of my knowledge” means that during the course of my representation as
      described in this opinion letter, no information has come to my attention which
      would give me current actual knowledge of the existence of the facts so
      qualified. Except as set forth herein, I have not undertaken any investigation
      to determine the existence of such facts, but have relied on representations
      and
      warranties in the Principal Documents and on information provided to me by
      officers of the Company and the Guarantors in connection with my preparation
      of
      this opinion letter.

    


    This
      opinion is provided to the Initial Purchasers and, without my prior written
      consent, cannot be relied upon by any other person.

     

    
      
        	
                Sincerely,

              
	 
	
                Frederick
                  G. Anderson,

              
	
                Vice
                  President and General Counsel

              


      

    

     

    
      
        
        

      

      
        Ex.
          B-6

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    MATERIAL
      EXISTING INSTRUMENTS

     

    
      	
              1.

            	
              Tax
                Sharing and Indemnification Agreement dated July 6, 2005 between
                Chaparral Steel Company and the
                Company.

            


    

     

    
      	
              2.

            	
              Separation
                and Distribution Agreement dated July 6, 2005 between Chaparral Steel
                Company and the Company.

            


    

     

    
      	
              3.

            	
              Amendment
                No. 1 to Separation and Distribution Agreement dated July 27, 2005
                between
                Chaparral Steel Company and the
                Company.

            


    

     

    
      	
              4.

            	
              First
                Amended and Restated Credit Agreement, dated August 15, 2007, among
                the
                Company, Bank of America, N.A., as administrative agent, L/C issuer
                and
                swing line lender, and the lenders party thereto.
                

            


    

     

    
      	
              5.

            	
              First
                Amendment to First Amended and Restated Credit Agreement dated as
                of
                January 28, 2008 among the Company, Bank of America, N.A., as
                Administrative Agent, Swing Line Lender, L/C Issuer and lender and
                other
                lenders. 

            


    

     

    
      	
              6.

            	
              Second
                Amendment to First Amended and Restated Credit Agreement dated as
                of March
                20, 2008 among the Company, Bank of America, N.A., as Administrative
                Agent, Swing Line Lender, L/C Issuer and lender and other lenders.
                

            


    

     

    
      	
              7.

            	
              Rights
                Agreement dated as of November 1, 2006, between the Company and Mellon
                Investor Services, L.L.C. 

            


    

     

    
      	
              8.

            	
              Contract
                dated September 27, 2005 between Riverside Cement Company and Oro
                Grande
                Contractors.

            


    

     

    
      	
              9.

            	
              Contract
                dated September 21, 2007 between the Company and AMEX-Zachary
                Contractors.

            


    

     

    
      	
              10.

            	
              Term
                Credit Agreement dated as of March 20, 2008 among the Company, Bank
                of
                America, N.A., as Administrative Agent and the lenders party
                thereto.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    
      
        	
                Guarantor:

              	 	
                State
                  of Incorporation or Organization:

              
	
                Brookhollow
                  Corporation 

              	 	
                Delaware

              
	 	 	 
	
                Brook
                  Hollow Properties, Inc. 

              	 	
                Texas

              
	 	 	 
	
                Brookhollow
                  of Alexandria, Inc. 

              	 	
                Louisiana

              
	 	 	 
	
                Brookhollow
                  of Virginia, Inc.

              	 	
                Virginia

              
	 	 	 
	
                Southwestern
                  Financial Corporation 

              	 	
                Texas

              
	 	 	 
	
                Creole
                  Corporation

              	 	
                Delaware

              
	 	 	 
	
                Pacific
                  Custom Materials, Inc.

              	 	
                California

              
	 	 	 
	
                Riverside
                  Cement Company

              	 	
                California

              
	 	 	 
	
                Partin
                  Limestone Products, Inc.

              	 	
                California

              
	 	 	 
	
                Riverside
                  Cement Holdings Company

              	 	
                Delaware

              
	 	 	 
	
                Texas
                  Industries Holdings, LLC 

              	 	
                Delaware

              
	 	 	 
	
                Texas
                  Industries Trust 

              	 	
                Delaware

              
	 	 	 
	
                TXI
                  Aviation, Inc.

              	 	
                Texas

              
	 	 	 
	
                TXI
                  California Inc.

              	 	
                Delaware

              
	 	 	 
	
                TXI
                  Cement Company 

              	 	
                Delaware

              
	 	 	 
	
                TXI
                  LLC

              	 	
                Delaware

              
	 	 	 
	
                TXI
                  Operating Trust 

              	 	
                Delaware

              
	 	 	 
	
                TXI
                  Operations, LP

              	 	
                Delaware

              
	 	 	 
	
                TXI
                  Power Company

              	 	
                Texas

              
	 	 	 
	
                TXI
                  Riverside Inc.

              	 	
                Delaware

              
	 	 	 
	
                TXI
                  Transportation Company 

              	 	
                Texas

              


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

     

    
      
        	
                Guarantor:

              	 	
                Authorized
                  to do business in:
                  

              
	
                Brookhollow
                  Corporation 

              	 	
                DE,
                  TX

              
	 	 	 
	
                Brook
                  Hollow Properties, Inc. 

              	 	
                TX

              
	 	 	 
	
                Brookhollow
                  of Alexandria, Inc. 

              	 	
                LA

              
	 	 	 
	
                Brookhollow
                  of Virginia, Inc.

              	 	
                VA

              
	 	 	 
	
                Southwestern
                  Financial Corporation 

              	 	
                TX

              
	 	 	 
	
                Creole
                  Corporation

              	 	
                DE,
                  CA

              
	 	 	 
	
                Pacific
                  Custom Materials, Inc.

              	 	
                CA

              
	 	 	 
	
                Riverside
                  Cement Company

              	 	
                CA

              
	 	 	 
	
                Partin
                  Limestone Products, Inc.

              	 	
                CA

              
	 	 	 
	
                Riverside
                  Cement Holdings Company

              	 	
                DE,
                  CA

              
	 	 	 
	
                Texas
                  Industries Holdings, LLC 

              	 	
                DE

              
	 	 	 
	
                Texas
                  Industries Trust 

              	 	
                DE

              
	 	 	 
	
                TXI
                  Aviation, Inc.

              	 	
                TX

              
	 	 	 
	
                TXI
                  California Inc.

              	 	
                DE,
                  CA

              
	 	 	 
	
                TXI
                  Cement Company 

              	 	
                DE,
                  TX

              
	 	 	 
	
                TXI
                  LLC

              	 	
                DE

              
	 	 	 
	
                TXI
                  Operating Trust 

              	 	
                DE

              
	 	 	 
	
                TXI
                  Operations, LP

              	 	
                DE,
                  TX, AR, LA, OK, CO

              
	 	 	 
	
                Southwestern
                  Financial Corporation

              	 	
                TX

              
	 	 	 
	
                TXI
                  Power Company

              	 	
                TX

              
	 	 	 
	
                TXI
                  Riverside Inc.

              	 	
                DE,
                  CA

              
	 	 	 
	
                TXI
                  Transportation Company 

              	 	
                TX,
                  LA

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

     

    PRICING
      SUPPLEMENT

     

    
      
        
        

      

      
        Ex.
          C-1

        
          

        

      

      
        
        

      

    


    ANNEX
      A

     

    NONE

     

    
      
        
        

      

      
        ANNEX
          A

        
          

        

      

      
        
        

      

    


    ANNEX
      B

     

    TERMS
      AND CONDITIONS OF OFFERS AND SALES

     

    The
      Initial Purchaser understands that:

     

    a) The
      Initial Purchaser agrees that it has not offered or sold and will not offer
      or
      sell the Securities in the United States or to, or for the benefit or account
      of, a U.S. Person (other than a distributor), in each case, as defined in Rule
      902 under the Securities Act (i) as part of its distribution at any time and
      (ii) otherwise until 40 days after the later of the commencement of the offering
      of the Securities pursuant hereto and the Closing Date, other than in accordance
      with Regulation S of the Securities Act or another exemption from the
      registration requirements of the Securities Act. The Initial Purchaser agrees
      that, during such 40-day restricted period, it will not cause any advertisement
      with respect to the Securities (including any “tombstone” advertisement) to be
      published in any newspaper or periodical or posted in any public place and
      will
      not issue any circular relating to the Securities, except such advertisements
      as
      permitted by and including the statements required by Regulation S.

     

    b) The
      Initial Purchaser agrees that, at or prior to confirmation of a sale of
      Securities by it to any distributor, dealer or person receiving a selling
      concession, fee or other remuneration during the 40-day restricted period
      referred to in Rule 903 under the Securities Act, it will send to such
      distributor, dealer or person receiving a selling concession, fee or other
      remuneration a confirmation or notice to substantially the following
      effect:

     

    “The
      Securities covered hereby have not been registered under the U.S. Securities
      Act
      of 1933, as amended (the “Securities Act”), and may not be offered and sold
      within the United States or to, or for the account or benefit of, U.S. persons
      (i) as part of your distribution at any time or (ii) otherwise until 40 days
      after the later of the commencement of the Offering and the Closing Date, except
      in either case in accordance with Regulation S under the Securities Act (or
      Rule
      144A or to Institutional Accredited Investors in transactions that are exempt
      from the registration requirements of the Securities Act), and in connection
      with any subsequent sale by you of the Securities covered hereby in reliance
      on
      Regulation S during the period referred to above to any distributor, dealer
      or
      person receiving a selling concession, fee or other remuneration, you must
      deliver a notice to substantially the foregoing effect. Terms used above have
      the meanings assigned to them in Regulation S.”

     

    
      
        
        

      

      
        ANNEX
          B