Texas
      Industries, Inc.

     

     

    71⁄4%
      SENIOR
      NOTES DUE 2013

    


    
      
        

      



    First
      Supplemental Indenture

    


    Dated
      as
      of August 18, 2008

    


    to

    


    Indenture

    


    Dated
      as
      of July 6, 2005

     

    

     

    Wells
      Fargo Bank, National Association 

     

    Trustee

     

    
      

    

     

     

    
      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      FIRST
        SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of August 18,
        2008, between TEXAS INDUSTRIES, INC., a Delaware corporation (the “Company”),
        certain of its subsidiaries and WELLS FARGO BANK, NATIONAL ASSOCIATION, as
        trustee (the “Trustee”), under an Indenture dated as of July 6, 2005 (the
“Indenture”).

      


      WITNESSETH:

      


      WHEREAS,
        Section 9.01 of the Indenture provides, among other things, that the Company,
        the Guarantors and the Trustee may, without the consent of any Holder of
        a Note,
        amend or supplement the Indenture (i) to provide for the issuance of Additional
        Notes in accordance with the limitations set forth in the Indenture and (ii)
        to
        make any change that would provide any additional or benefits to the Holders
        of
        Notes or that does not materially adversely affect the legal rights under
        the
        Indenture of any such Holder; and

      


      WHEREAS,
        the Company has offered for sale $300,000,000 of Notes pursuant to a preliminary
        offering memorandum dated as of August 7, 2008 (the “Offering Memorandum”) which
        would constitute Additional Notes under the Indenture; and

      


      WHEREAS,
        the Company desires to amend the Indenture to provide for the automatic exchange
        of beneficial interests in a Restricted Global Note for the Additional Notes
        under certain circumstances for beneficial interests in an Unrestricted Global
        Note.

      


      WHEREAS,
        concurrently with such offer the Company has delivered a Consent Solicitation
        Statement dated as of August 7, 2008 (the “Consent Solicitation Statement”) to
        the holders of Notes, including the prospective purchasers of such Additional
        Notes, and has provided in the Offering Memorandum and Consent Solicitation
        Statement that purchasers of such Additional Notes are deemed to consent
        to the
        amendment described in the Consent Solicitation Statement and that the offer
        of
        such Additional Notes is conditioned upon the purchasers thereof giving the
        consent provided for therein (the “Consent”); and

      


      WHEREAS,
        prospective purchasers of such Additional Notes who accept the Company’s offer,
        as part of such acceptance, have agreed to purchase Additional Notes
        substantially in the form of Exhibit A hereto and to give the Consent as
        described in the legend to such Additional Notes; and

      


      WHEREAS,
        all things necessary to make this Supplemental Indenture a valid supplement
        to
        the Indenture in accordance with its terms have been done;

      


      NOW,
        THEREFORE, the parties hereto hereby agree as follows:

      


      Section
        1. Effectiveness
        of Supplemental Indenture.
        This
        Supplemental Indenture shall become effective as of the date
        hereof.

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Section
      2. Additional
      Notes.
      On or
      after the date hereof, the Company will issue $300,000,000 in aggregate
      principal amount of Additional Notes which shall be considered Notes for all
      purposes under the Indenture. The Additional Notes and the Trustee’s certificate
      of authentication shall be substantially in the form of Exhibit A hereto.
      Acceptance of such Additional Notes shall, as described in the legend to such
      Additional Notes, constitute and confirm the giving of the Consent.

    


    Section
      3. Amendment
      to Indenture.
      The
      following subsection (v) shall be added to Section 2.07(b) of the
      Indenture:

    


    (v) Automatic
      Exchange of Beneficial Interests in a Restricted Global Note for Beneficial
      Interests in an Unrestricted Global Note. Upon the Company’s satisfaction that
      the Private Placement Legend shall no longer be required in order to maintain
      compliance with the Securities Act, beneficial interests in a Restricted Global
      Note may be automatically exchanged into beneficial interests in an Unrestricted
      Global Note without any action required by or on behalf of the Holder (the
      “Automatic Exchange”) at any time on or after the date that is the 366th
      calendar day after the issue date of such Notes, or, if such day is not a
      Business Day, on the next succeeding Business Day (the “Automatic Exchange
      Date”). Upon the Company’s satisfaction that the Private Placement Legend shall
      no longer be required in order to maintain compliance with the Securities Act,
      the Company may (i) provide written notice to the Trustee at least 10 calendar
      days prior to the Automatic Exchange, instructing the Trustee to direct the
      Depositary to exchange all of the outstanding beneficial interests in a
      particular Restricted Global Note to the Unrestricted Global Note, which the
      Company shall have previously otherwise made eligible for exchange with the
      DTC,
      (ii) provide prior written notice (the “Automatic Exchange Notice”) to each
      Holder at such Holder’s address appearing in the register of Holders at least 10
      calendar days prior to the Automatic Exchange Date (the “Automatic Exchange
      Notice Date”), which notice must include (w) the Automatic Exchange Date, (x)
      the section of the Indenture pursuant to which the Automatic Exchange shall
      occur, (y) the “CUSIP” number of the Restricted Global Note from which such
      Holder’s beneficial interests will be transferred and the (z) “CUSIP” number of
      the Unrestricted Global Note into which such Holder’s beneficial interests will
      be transferred, and (iii) on or prior to the date of the Automatic Exchange,
      deliver to the Trustee for authentication one or more Unrestricted Global Notes,
      duly executed by the Company, in an aggregate principal amount equal to the
      aggregate principal amount of Restricted Global Notes to be exchanged. At the
      Company’s request on no less than 5 calendar days’ notice, the Trustee shall
      deliver, in the Company’s name and at its expense, the Automatic Exchange Notice
      to each Holder at such Holder’s address appearing in the register of Holders.
      Notwithstanding anything to the contrary in this Section 2.07, during the 10
      day
      period between the Automatic Exchange Notice Date and the Automatic Exchange
      Date, no transfers or exchanges other than pursuant to this Section 2.07(b)(v)
      shall be permitted without the prior written consent of the Company. As a
      condition to any Automatic Exchange, the Company shall provide, and the Trustee
      shall be entitled to rely upon, an Officers’ Certificate in form reasonably
      acceptable to the Trustee to the effect that the Automatic Exchange shall be
      effected in compliance with the Securities Act and that the restrictions on
      transfer contained herein and in the Private Placement Legend shall no longer
      be
      required in order to maintain compliance with the Securities Act and that the
      aggregate principal amount of the particular Restricted Global Note is to be
      transferred to the particular Unrestricted Global Note by adjustment made on
      the
      records of the Trustee, as custodian for the Depositary to reflect the Automatic
      Exchange. Upon such exchange of beneficial interests pursuant to this Section
      2.07(b)(v), the aggregate principal amount of the Global Notes shall be
      increased or decreased by adjustments made on the records of the Trustee, as
      custodian for the Depositary, to reflect the relevant increase or decrease
      in
      the principal amount of such Global Note resulting from the applicable exchange.
      The Restricted Global Note from which beneficial interests are transferred
      pursuant to an Automatic Exchange shall be canceled following the Automatic
      Exchange.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Section
      4. Amendment
      to Indenture.
      Section
      2.07(g)(i) of the Indenture shall be deleted in its entirety and replaced by
      the
      following: 

    


    (i) Private
      Placement Legend. Except as permitted below, each Global Note and each
      Definitive Note (and all Notes issued in exchange therefor or substitution
      thereof) shall bear the legend in substantially the following form:

    


    “THIS
      NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
      SECURITIES LAWS. NEITHER THIS NOTE, THE GUARANTEES ENDORSED HEREON NOR ANY
      INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED,
      PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
      OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES
      ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE
      TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS ONE YEAR AFTER THE LATER
      OF
      THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH TEXAS INDUSTRIES,
      INC.
      (“TEXAS INDUSTRIES”) OR ANY AFFILIATE OF TEXAS INDUSTRIES WAS THE OWNER OF THIS
      NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND
      THE
      GUARANTEES ENDORSED HEREON) (THE “RESALE RESTRICTION TERMINATION DATE”) ONLY (A)
      TO TEXAS INDUSTRIES OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES
      AND THE GUARANTEES ENDORSED THEREON ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
      144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES
      IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR
      ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
      NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D)
      PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED
      STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT (E) PURSUANT
      TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
      ACT
      (IF AVAILABLE) OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO TEXAS INDUSTRIES’
AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (1) PURSUANT
      TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD
      WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO
      CLAUSES (E) OR (F) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE
      THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
      SATISFACTORY TO EACH OF THEM, AND (2) IN EACH OF THE FOREGOING CASES, TO REQUIRE
      THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED
      AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED
      UPON
      THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION
      DATE.”

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
      the foregoing, any Global Note or Definitive Note issued pursuant to
      subparagraph (b)(iv), (b)(v), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii),
      (e)(iii) or (f) to this Section 2.07 (and all Notes issued in exchange therefor
      or substitution thereof) shall not bear the Private Placement
      Legend.

    


    Section
      5. Governing
      Law.
      THE
      LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS
      SUPPLEMENTAL INDENTURE AND THE INDENTURE AS AMENDED HEREBY.

    


    Section
      6. Terms
      Defined.
      Capitalized terms used in this Supplemental Indenture and not otherwise defined
      herein shall have the respective meanings set forth in the Indenture, as amended
      hereby.

    


    Section
      7. Counterparts.
      This
      Supplemental Indenture may be signed in any number of counterparts, each of
      which shall be an original, with the same effect as if the signature thereto
      and
      hereto were upon the same instrument.

    


    Section
      8.  Severability
      Clause.
      In case
      any provision in this Supplemental Indenture shall be invalid, illegal or
      unenforceable, to the extent permitted by law, the validity, legality and
      enforceability of the remaining provisions shall not in any way be affected
      or
      impaired thereby.

    


    Section
      9. Ratification.
      Except
      as expressly amended by this Supplemental Indenture, each provision of the
      Indenture shall remain in full force and effect, and, as amended hereby, the
      Indenture is in all respects agreed to, ratified and confirmed by each of the
      Company, the Guarantors and the Trustee.

    


    *
      *
      *

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the undersigned have caused this Supplemental Indenture to
      be
      duly executed by their respective officers thereunto duly authorized, all as
      of
      the day and year first above written.

    

      
        	 	
                “Company”

              
	 	 
	 	
                TEXAS
                  INDUSTRIES, INC.

              
	 	 
	 	
                By:

              	
                /s/Kenneth
                  R. Allen

              
	 	 	
                Name:

              	
                Kenneth
                  R. Allen

              
	 	 	
                Title:

              	
                Vice
                  President, Finance and 

                Chief
                  Financial Officer

              
	 	 
	 	 
	 	
                “Trustee”

              
	 	 
	 	
                WELLS
                  FARGO BANK, N.A.

              
	 	 
	 	
                By:

              	/s/John
                C. Stohlmann
	 	 	
                Name:

              	
                John
                  C. Stohlmann

              
	 	 	
                Title:

              	
                Vice
                  President

              


      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	 	
                “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

              
	 	
                TXI
                  AVIATION, INC.

              
	 	
                TXI
                  CALIFORNIA INC. 

              
	 	
                TXI
                  CEMENT COMPANY

              
	 	
                TXI
                  POWER COMPANY

              
	 	
                TXI
                  RIVERSIDE INC.

              
	 	
                TXI
                  TRANSPORTATION COMPANY

              
	 	 
	 	 
	 	
                By:

              	
                /s/Kenneth
                  R. Allen

              
	 	 	
                Kenneth
                  R. Allen, Authorized
                  Signatory

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              “Guarantors”

            
	 	 
	 	
              TEXAS
                INDUSTRIES HOLDINGS, LLC

            
	 	
              TEXAS
                INDUSTRIES TRUST

            
	 	
              TXI
                LLC

            
	 	
              TXI
                OPERATING TRUST

            
	 	 
	 	 
	 	
              By:

            	
              /s/Kenneth
                R. Allen

            
	 	 	
              Kenneth
                R. Allen, Authorized Signatory

            
	 	 	 	 
	 	 	 	 
	 	
              TXI
                OPERATIONS, LP

            
	 	 
	 	
              By:
                TXI Operating Trust, its general partner

            
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/Kenneth
                R. Allen

            
	 	 	
              Kenneth
                R. Allen, Authorized Signatory

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A

     

    [Face
      of
      Note]

     

    [INSERT
      APPROPRIATE LEGENDS]

    


    BY
      VIRTUE
      OF ITS ACCEPTANCE OF THIS NOTE, EACH HOLDER HEREOF CONSENTS TO, AND SHALL BE
      DEEMED TO CONSENT TO AN AMENDMENT TO THE INDENTURE REFERRED TO BELOW, WHICH
      CONSENT AND AMENDMENT ARE DESCRIBED IN THE COMPANY’S OFFERING MEMORANDUM DATED
      AS OF AUGUST 7, 2008 AND CONSENT SOLICITATION STATEMENT DATED AS OF AUGUST
      7,
      2008. SUCH CONSENT SHALL BE EFFECTIVE UPON ISSUANCE OF THIS NOTE AND SHALL
      BIND
      THE INITIAL HOLDER, AND ALL FUTURE HOLDERS, HEREOF.

     

    THIS
      NOTE
      IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ.
      OF
      THE INTERNAL REVENUE CODE. A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF
      ORIGINAL ISSUE DISCOUNT, CLOSING DATE AND YIELD TO MATURITY FOR SUCH NOTE BY
      SUBMITTING A REQUEST FOR SUCH INFORMATION TO THE ISSUER AT THE FOLLOWING
      ADDRESS: TEXAS INDUSTRIES, INC., 1341 W. MOCKINGBIRD LANE, DALLAS, TEXAS 75247,
      ATTENTION: FREDERICK ANDERSON, VICE PRESIDENT - GENERAL COUNSEL, AND
      SECRETARY.

     

    
      
        
        

      

      
        A1-1

        
          

        

      

      
        
        

      

    

    

      CUSIP
        [                   
]

      

        
          	
                  No.

                	
                  **$                    **    
                    

                


        

      

       

      TEXAS
        INDUSTRIES, INC.


      71⁄4%
        Senior Notes due 2013

    

    


    Issue
      Date: 

     

    Texas
      Industries, Inc., a Delaware corporation (the “Company”,
      which
      term includes any successor under the Indenture hereinafter referred to), for
      value received, promises to pay to CEDE & CO., or its registered assigns,
      the principal sum of [Amount of Note] ($         )
      on July
      15, 2013.

     

    Interest
      Payment Dates: January 15 and July 15, commencing January 15, 2009.

     

    Record
      Dates: January 1 and July 1.

     

    Reference
      is hereby made to the further provisions of this Note set forth on the reverse
      hereof, which further provisions shall for all purposes have the same effect
      as
      if set forth at this place.

     

    [ATTACH
      NOTATION OF GUARANTEE FOR EACH GUARANTOR]

     

    
      
        
        

      

      
        A1-2

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the Company has caused this Note to be signed manually or
      by
      facsimile by its duly authorized officers.

     

    
      	 	 	
              TEXAS
                INDUSTRIES, INC.

               

              By:
                ___________________________

              Name:
                

              Title:
                

            
	 	 	
               

               

              By:
                ___________________________

              Name:
                

              Title:
                

            


    

    


    (Trustee's
      Certificate of Authentication)

     

    This
      is
      one of the 71⁄4% Senior Notes due 2013 described in the within-mentioned
      Indenture.

     

    Dated:
      

    


     

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION,

     

    as
      Trustee

     

    By:
      __________________________________

    Authorized
      Signatory

     

    
      
        
        

      

      
        A1-3

        
          

        

      

      
        
        

      

    

    


    [Reverse
      Side of Note]

     

    TEXAS
      INDUSTRIES, INC.

     

    71⁄4%
      Senior Notes due 2013

     

    Capitalized
      terms used herein shall have the meanings assigned to them in the Indenture
      referred to below unless otherwise indicated.

     

    1. Interest.
      The
      Company promises to pay interest on the principal amount of this Note at 71⁄4% per
      annum from the date hereof until maturity and shall pay the Liquidated Damages,
      if any, payable pursuant to Section 5 of the Registration Rights Agreement
      referred to below. The Company shall pay interest and Liquidated Damages, if
      any, semi-annually in arrears on January 15 and July 15 of each year, or if
      any
      such day is not a Business Day, on the next succeeding Business Day (each an
      “Interest
      Payment Date”).
      Interest on the Notes shall accrue from the most recent date to which interest
      has been paid or, if no interest has been paid, from the date of original
      issuance; provided
      that if
      there is no existing Default in the payment of interest, and if this Note is
      authenticated between a record date referred to on the face hereof and the
      next
      succeeding Interest Payment Date, interest shall accrue from such next
      succeeding Interest Payment Date; provided
      further
      that the first Interest Payment Date shall be January 15, 2009 and that interest
      on that date shall accrue from July 15, 2008. The Company shall pay interest
      (including post-petition interest in any proceeding under any Bankruptcy Law)
      on
      overdue principal and premium, if any, from time to time on demand at a rate
      that is 1% per annum in excess of the rate then in effect; it shall pay interest
      (including post-petition interest in any proceeding under any Bankruptcy Law)
      on
      overdue installments of interest and Liquidated Damages (without regard to
      any
      applicable grace periods) from time to time on demand at the same rate to the
      extent lawful.  Interest shall be computed on the basis of a 360-day year
      of twelve 30-day months.

     

    2. Method
      of Payment.
      The
      Company shall pay interest on the Notes (except defaulted interest) and
      Liquidated Damages, if any, to the Persons who are registered Holders of Notes
      at the close of business on the record date immediately preceding the Interest
      Payment Date, even if such Notes are canceled after such record date and on
      or
      before such Interest Payment Date, except as provided in Section 2.13 of the
      Indenture with respect to defaulted interest. The Notes shall be payable as
      to
      principal, premium and Liquidated Damages, if any, and interest at the office
      or
      agency of the Company maintained for such purpose in The City of New York,
      or,
      at the option of the Company, payment of interest and Liquidated Damages, if
      any, may be made by check mailed to the Holders at their addresses set forth
      in
      the register of Holders, and provided
      that
      payment by wire transfer of immediately available funds shall be required with
      respect to principal of and interest, premium and Liquidated Damages, if any,
      on, all Global Notes and to any Holder of $1.0 million or more of Notes which
      shall have provided wire transfer instructions to the Company or the Paying
      Agent. Such payment shall be in such coin or currency of the United States
      of
      America as at the time of payment is legal tender for payment of public and
      private debts.

     

    3. Paying
      Agent and Registrar.
      Initially, the Trustee under the Indenture shall act as Paying Agent and
      Registrar. The Company may change any Paying Agent or Registrar without notice
      to any Holder. The Company or any of its Subsidiaries may act in any such
      capacity.

     

    
      
        
        

      

      
        A1-4

        
          

        

      

      
        
        

      

    

     

    4. Indenture.
      The
      Company issued the Notes under an Indenture dated as of July 6, 2005, as amended
      or supplemented (“Indenture”),
      among
      the Company, the Guarantors and the Trustee. The terms of the Notes include
      those stated in the Indenture and those made part of the Indenture by reference
      to the Trust Indenture Act of 1939, as amended. The Notes are subject to all
      such terms, and Holders are referred to the Indenture and such Act for a
      statement of such terms. To the extent any provision of this Note conflicts
      with
      the express provisions of the Indenture, the provisions of the Indenture shall
      govern and be controlling. The Indenture pursuant to which this Note is issued
      provides that an unlimited aggregate principal amount of Additional Notes may
      be
      issued thereunder.

     

    5. Optional
      Redemption.
      (a)
      Except as set forth in paragraph 5(b) below, the Company shall not have the
      option to redeem any Notes prior to July 15, 2009. Thereafter, the Company
      shall
      have the option to redeem the Notes, in whole or in part, upon not less than
      30
      nor more than 60 days' prior notice, at the redemption prices (expressed as
      percentages of principal amount) set forth below plus accrued and unpaid
      interest and Liquidated Damages, if any, thereon to the applicable redemption
      date, if redeemed during the twelve-month period beginning on July 15 of the
      years indicated below (subject to the right of Holders on the relevant record
      date to receive interest due on the related interest payment date):

     

    
      	
              Year

            	 	
              Percentage

            	 
	
              2009

            	 	 	
              103.625

            	
              %

            
	
              2010

            	 	 	
              101.813

            	
              %

            
	
              2011
                and thereafter

            	 	 	
              100.000

            	
              %

            


    

    


    Notwithstanding
      the foregoing, at any time prior to July 15, 2008, the Company may redeem up
      to
      35% of the aggregate principal amount of Notes originally issued under the
      Indenture (including any Additional Notes) at a redemption price of 107.250%
      of
      the principal amount thereof, plus accrued and unpaid interest and Liquidated
      Damages, if any, to the redemption date, with the net cash proceeds of one
      or
      more Equity Offerings of the Company; provided
      that
      (A) at least 65% of the aggregate principal amount of the Notes originally
      issued under the Indenture (including any Additional Notes) remains outstanding
      immediately after the occurrence of such redemption, excluding Notes held by
      the
      Company and its Subsidiaries; and (B) the redemption must occur within 90
      days of the date of the closing of such Equity Offering. 

     

    In
      addition, at any time prior to July 15, 2009, the Company may redeem all or
      part
      of the Notes upon not less than 30 days nor more than 60 days' notice at a
      redemption price equal to the sum of (i) the principal amount thereof,
plus
      (ii) accrued and unpaid interest, if any, to the applicable date of
      redemption, plus (iii) the Make-Whole Premium.

     

    6. Repurchase
      at Option of Holder.
      (a) If
      a Change of Control occurs, each Holder of Notes shall have the right to require
      the Company to repurchase all or any part (equal to $1,000 or an integral
      multiple thereof) of that Holder's Notes pursuant to an offer by the Company
      (a
“Change of Control Offer”). In the Change of Control Offer, the Company shall
      offer payment (a “Change of Control Payment”) in cash of 101% of the aggregate
      principal amount of Notes repurchased plus accrued and unpaid interest and
      Liquidated Damages, if any, thereon, to the date of repurchase (the “Change of
      Control Payment Date”, which date shall be no earlier than the date of such
      Change of Control). Within 30 days following any Change of Control, the Company
      shall mail a notice to each Holder describing the transaction or transactions
      that constitute the Change of Control and offering to repurchase Notes on the
      Change of Control Payment Date specified in such notice, which shall be no
      earlier than 30 days and no later than 60 days from the date such notice is
      mailed, pursuant to the procedures required by the Indenture and described
      in
      such notice.

     

    
      
        
        

      

      
        A1-5

        
          

        

      

      
        
        

      

    

     

    (b) Within
      360 days after the receipt of any Net Proceeds from an Asset Sale, the Company
      may apply such Net Proceeds at its option: (i) to repay Indebtedness under
      the
      Credit Facilities or Unsubordinated Indebtedness secured by such assets and,
      if
      the Indebtedness repaid is revolving credit Indebtedness, to correspondingly
      reduce commitments with respect thereto; or (ii) to purchase Replacement Assets
      (or enter into a binding agreement to purchase such Replacement Assets; provided
      that (x) such purchase is consummated within 90 days after the date of such
      binding agreement and (y) if such purchase is not consummated within the period
      set forth in subclause (x), the Net Proceeds not so applied will be deemed
      to be
      Excess Proceeds (as defined below)). Pending the final applications of any
      such
      Net Proceeds, the Company may temporarily reduce revolving credit borrowings
      or
      otherwise invest such Net Proceeds in any manner that is not prohibited by
      the
      Indenture. Any Net Proceeds from Asset Sales that are not applied or invested
      as
      provided in the next preceding sentence will constitute “Excess Proceeds.”
Within ten days after the aggregate amount of Excess Proceeds exceeds $10.0
      million, the Company shall make an offer (an “Asset Sale Offer”) to all Holders
      of Notes and all holders of other Unsubordinated Indebtedness containing
      provisions similar to those set forth in the Indenture with respect to offers
      to
      purchase with the proceeds of sales of assets, to purchase the maximum principal
      amount of Notes and such other Unsubordinated Indebtedness that may be purchased
      out of the Excess Proceeds. The offer price in any Asset Sale Offer shall be
      equal to 100% of the principal amount thereof plus accrued and unpaid interest
      and Liquidated Damages, if any, to the date of purchase and shall be payable
      in
      cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer,
      the Company may use such Excess Proceeds for any purpose not otherwise
      prohibited by the Indenture. If the aggregate principal amount of Notes and
      such
      other Unsubordinated Indebtedness tendered into such Asset Sale Offer exceeds
      the amount of Excess Proceeds, Notes and such other Unsubordinated Indebtedness
      to be purchased shall be selected on a pro rata basis based on the principal
      amount of Notes and such other Unsubordinated Indebtedness
      tendered. Upon completion of each Asset Sale Offer, the amount of Excess
      Proceeds shall be reset at zero.

     

    7. Denominations,
      Transfer, Exchange.
      The
      Notes are in registered form without coupons in denominations of $1,000 and
      integral multiples of $1,000. The transfer of Notes may be registered and Notes
      may be exchanged as provided in the Indenture. The Registrar and the Trustee
      may
      require a Holder, among other things, to furnish appropriate endorsements and
      transfer documents and the Company may require a Holder to pay any taxes and
      fees required by law or permitted by the Indenture. The Company is not required
      to transfer or exchange any Note selected for redemption. Also, the Company
      is
      not required to transfer or exchange any Note for a period of 15 days before
      a
      selection of Notes to be redeemed. Transfer may be restricted as provided in
      the
      Indenture.

     

    8. Persons
      Deemed Owners.
      The
      registered Holder of a Note will be treated as its owner for all
      purposes.

     

    
      
        
        

      

      
        A1-6

        
          

        

      

      
        
        

      

    

     

    9. Amendment,
      Supplement and Waiver.
      Subject
      to certain exceptions, the Indenture or the Notes may be amended or supplemented
      with the consent of the Holders of at least a majority in principal amount
      of
      the then outstanding Notes (including, without limitation, consents obtained
      in
      connection with a purchase of, or tender offer or exchange offer for, the
      Notes), and any existing default or compliance with any provision of the
      Indenture or the Notes may be waived with the consent of the Holders of a
      majority in principal amount of the then outstanding Notes (including, without
      limitation, consents obtained in connection with a purchase of, or tender offer
      or exchange offer for, the Notes). Without the consent of any Holder of a Note,
      the Indenture or the Notes may be amended or supplemented to, among other
      things, cure any ambiguity, defect or inconsistency, or to make any change
      that
      does not adversely affect the legal rights under the Indenture of any such
      Holder.

     

    10. Defaults
      and Remedies.
      In the
      case of an Event of Default arising from certain events of bankruptcy or
      insolvency, with respect to the Company or any Significant Subsidiary of the
      Company (or any Restricted Subsidiaries that together would constitute a
      Significant Subsidiary), all outstanding Notes will become due and payable
      immediately without further action or notice. If any other Event of Default
      occurs and is continuing, the Trustee or the Holders of at least 25% in
      principal amount of the then outstanding Notes may declare all the Notes to
      be
      due and payable immediately by notice in writing to the Company specifying
      the
      Event of Default. Holders of the Notes may not enforce the Indenture or the
      Notes except as provided in the Indenture. Subject to certain limitations,
      Holders of a majority in principal amount of the then outstanding Notes may
      direct the Trustee in its exercise of any trust or power. The Trustee may
      withhold from Holders of the Notes notice of any Default or Event of Default
      (except a Default or Event of Default relating to the payment of principal,
      premium, interest or Liquidated Damages) if it determines that withholding
      notice is in their interest. Holders of a majority in principal amount of the
      then outstanding Notes by notice to the Trustee may, on behalf of the Holders
      of
      all of the Notes, rescind and annul a declaration of acceleration pursuant
      to
      Section 6.02 of the Indenture, and its consequences, and waive any related
      existing Default or Event of Default if certain conditions are
      satisfied.

     

    With
      respect to periods after July 15, 2009, in the case of any Event of Default
      occurring by reason of any willful action or inaction taken or not taken by
      or
      on behalf of the Company with the intention of avoiding payment of the premium
      that the Company would have had to pay if the Company then had elected to redeem
      the Notes pursuant to Section 3.07(a) of the Indenture, an equivalent premium
      shall also become and be immediately due and payable to the extent permitted
      by
      law upon the acceleration of the Notes. With respect to periods prior to July
      15, 2009, if an Event of Default occurs during any time that the Notes are
      outstanding, by reason of any willful action (or inaction) taken (or not taken)
      by or on behalf of the Company with the intention of avoiding the prohibition
      on
      redemption of the Notes, then the premium specified in Section 3.07(c) of the
      Indenture that would have been payable upon redemption at the time the Event
      of
      Default occurs shall also become immediately due and payable to the extent
      permitted by law upon the acceleration of the Notes.

     

    11. Trustee
      Dealings with Company.
      The
      Trustee, in its individual or any other capacity, may make loans to, accept
      deposits from, and perform services for the Company or its Affiliates, and
      may
      otherwise deal with the Company or its Affiliates, as if it were not the
      Trustee.

     

    
      
        
        

      

      
        A1-7

        
          

        

      

      
        
        

      

    

     

    12. No
      Recourse Against Others.
      No
      director, officer, employee, incorporator or stockholder of the Company or
      any
      Guarantor, as such, shall have any liability for any obligations of the Company
      or the Guarantors under the Notes, the Indenture, the Note Guarantees or for
      any
      claim based on, in respect of, or by reason of, such obligations or their
      creation. Each Holder of Notes by accepting a Note waives and releases all
      such
      liability. The waiver and release are part of the consideration for issuance
      of
      the Notes. The waiver may not be effective to waive liabilities under the
      federal securities laws.

     

    13. Authentication.
      This
      Note shall not be valid until authenticated by the manual signature of the
      Trustee or an authenticating agent.

     

    14. Additional
      Rights of Holders of Restricted Global Notes and Restricted Definitive
      Notes.
      In
      addition to the rights provided to Holders under the Indenture, Holders of
      Restricted Global Notes and Restricted Definitive Notes shall have all the
      rights set forth in the Registration Rights Agreement dated as of August 18,
      2008, between the Company, the Guarantors and the parties named on the signature
      pages thereof or, in the case of Additional Notes, Holders of Restricted Global
      Notes and Restricted Definitive Notes shall have the rights set forth in one
      or
      more registration rights agreements, if any, between the Company, the Guarantors
      and the other parties thereto, relating to rights given by the Company and
      the
      Guarantors to the purchasers of Additional Notes (the “Registration
      Rights Agreement”).

     

    15. CUSIP
      Numbers.
      Pursuant to a recommendation promulgated by the Committee on Uniform Security
      Identification Procedures, the Company has caused CUSIP numbers to be printed
      on
      the Notes and the Trustee may use CUSIP numbers in notices of redemption as
      a
      convenience to Holders. No representation is made as to the accuracy of such
      numbers either as printed on the Notes or as contained in any notice of
      redemption and reliance may be placed only on the other identification numbers
      placed thereon.

     

    16. Guarantee.
      The
      Company's obligations under the Notes are fully and unconditionally guaranteed,
      jointly and severally, by the Guarantors. 

     

    17. Copies
      of Documents.
      The
      Company shall furnish to any Holder upon written request and without charge
      a
      copy of the Indenture and/or the Registration Rights Agreement. Requests may
      be
      made to:

     

    Texas
      Industries, Inc.

    1341
      West
      Mockingbird Lane

    Dallas,
      TX 75247

     

    Facsimile:
      972-647-6742

    Attention:
      Frederick Anderson, Vice President - General Counsel, and Secretary

     

    
      
        
        

      

      
        A1-8

        
          

        

      

      
        
        

      

    

    


    Assignment
      Form

     

    To
      assign
      this Note, fill in the form below:

     

    (I)
      or
      (we) assign and transfer this Note to:
      _________________________________________________________________

                                                                                                                         
      (Insert assignee's legal name)

     

    ____________________________________________________________________________

     

    (Insert
      assignee's soc. sec. or tax I.D. no.)

     

    ____________________________________________________________________________

     

    ____________________________________________________________________________

     

    ____________________________________________________________________________

     

    ____________________________________________________________________________

     

    (Print
      or
      type assignee's name, address and zip code)

     

    and
      irrevocably appoint
      ______________________________________________________________________________

     

    to
      transfer this Note on the books of the Company. The agent may substitute another
      to act for him.

     

    Date:
         

     

    Your
      Signature: ____________________________________________

    (Sign
      exactly as your name appears on the face of this Note)

     

    Signature
      Guarantee*:           

     

    *
      Participant in a recognized Signature Guarantee Medallion Program (or other
      signature guarantor acceptable to the Trustee).

     

    
      
        
        

      

      
        A1-9

        
          

        

      

      
        
        

      

    

    


     

    OPTION
      OF
      HOLDER TO ELECT PURCHASE

     

    If
      you
      want to elect to have this Note purchased by the Company pursuant to Section
      4.10 or 4.14 of the Indenture, check the appropriate box below:

     

    o
      Section
      4.10  o Section
      4.14

     

    If
      you
      want to elect to have only part of the Note purchased by the Company pursuant
      to
      Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to
      have purchased:

     

    $
         

     

    Date:
         

     

    Your
      Signature: _______________________________________________

    (Sign
      exactly as your name appears on the face of this Note)

     

    Tax
      Identification No.: __________________________________________

     

    Signature
      Guarantee*:         

     

    *
      Participant in a recognized Signature Guarantee Medallion Program (or other
      signature guarantor
      acceptable to the Trustee).

     

    
      
        
        

      

      
        A1-10

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

     

    The
      following exchanges of a part of this Global Note for an interest in another
      Global Note or for a Definitive Note, or exchanges of a part of another Global
      Note or Definitive Note for an interest in this Global Note, have been
      made:

    

      
        	
                Date of Exchange

              	 	
                Amount of Decrease in

                Principal Amount at

                Maturity

                of this Global Note

              	 	
                Amount of Increase in

                Principal Amount at

                Maturity

                of this Global Note

              	 	
                Principal Amount at

                Maturity

                of this Global Note

                Following such

                decrease (or increase)

              	 	
                Signature of

                Authorized Officer

                of Trustee or

                Note Custodian

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 


      

    

     

    
      
        
        

      

      
        A1-11