EXECUTION
      VERSION


    $300,000,000

     

    7.25%
      Senior Notes due 2013

     

    REGISTRATION
      RIGHTS AGREEMENT

     

    by
      and among


     

    Texas
      Industries, Inc.,


     

    The
      Subsidiaries listed in Schedule A,

    as
      Guarantors

     

    and

     

    Banc
      of America Securities LLC

    UBS
      Securities LLC

    Wachovia
      Capital Markets, LLC 

    Wells
      Fargo Securities, LLC

    Comerica
      Securities, Inc.

    SunTrust
      Robinson Humphrey, Inc.

    


    Dated
      as of August 18, 2008



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Registration
      Rights Agreement

     

    This
      Registration Rights Agreement (this “Agreement”)
      is
      made and entered into as of August 18, 2008, by and among Texas Industries,
      Inc., a Delaware corporation (the “Company”),
      the
      Guarantors listed in Schedule A attached hereto (the “Guarantors”)
      and
      Banc of America Securities LLC, UBS Securities LLC, Wachovia Capital Markets,
      LLC, Wells Fargo Securities, LLC, Comerica Securities, Inc. and SunTrust
      Robinson Humphrey, Inc. (each an “Initial
      Purchaser”
and,
      collectively, the “Initial
      Purchasers”),
      each
      of whom has agreed to purchase the Company’s $300,000,000 aggregate principal
      amount of 7.25% Senior Notes due 2013 (the “Initial
      Securities”)
      pursuant to the Purchase Agreement (as defined below).

    


    This
      Agreement is made pursuant to the Purchase Agreement, dated as of August 7,
      2008
      (the “Purchase
      Agreement”),
      by
      and among the Company, the Guarantors and the Initial Purchasers (i) for the
      benefit of each Initial Purchaser and (ii) for the benefit of the holders from
      time to time of the Securities (including each Initial Purchaser). In order
      to
      induce the Initial Purchasers to purchase the Initial Securities, the Company
      has agreed to provide the registration rights set forth in this Agreement.
      The
      execution and delivery of this Agreement is a condition to the obligations
      of
      the Initial Purchasers set forth in Section 5 of the Purchase
      Agreement.

     

    The
      parties hereby agree as follows:

     

    Section
      1. Definitions

     

    As
      used
      in this Agreement, the following capitalized terms shall have the following
      meanings:

     

    Advice:
      As
      defined in Section 6 hereof.

     

    Broker-Dealer:
      Any
      broker or dealer registered with the Commission under the Exchange
      Act.

     

    Closing
      Date:
      The
      date of this Agreement.

     

    Commission:
      The
      United States Securities and Exchange Commission.

     

    Consummate:
      A
      registered Exchange Offer shall be deemed “Consummated” for purposes of this
      Agreement upon the occurrence of (i) the filing and effectiveness under the
      Securities Act of the Exchange Offer Registration Statement relating to the
      Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance
      of
      such Registration Statement continuously effective and the keeping of the
      Exchange Offer open for a period not less than the minimum period required
      pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the
      Registrar under the Indenture of Exchange Securities in the same aggregate
      principal amount as the aggregate principal amount of Initial Securities that
      were tendered by Holders thereof pursuant to the Exchange Offer.

     

    Exchange
      Act:
      The
      Securities Exchange Act of 1934, as amended.

     

    Exchange
      Date:
      As
      defined in Section 3(a) hereto.

     

    Exchange
      Offer:
      The
      registration by the Company and the Guarantors under the Securities Act of
      the
      Exchange Securities and the guarantees thereof pursuant to a Registration
      Statement pursuant to which the Company offers the Holders of all outstanding
      Transfer Restricted Securities the opportunity to exchange all such outstanding
      Transfer Restricted Securities held by such Holders for Exchange Securities
      and
      the guarantees thereof in an aggregate principal amount equal to the aggregate
      principal amount of the Transfer Restricted Securities tendered in such exchange
      offer by such Holders.

     

    Exchange
      Offer Registration Statement:
      The
      Registration Statement relating to the Exchange Offer, including the related
      Prospectus.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exchange
      Securities:
      The
      $300,000,000 aggregate principal amount of 7.25% senior notes due 2013, of
      the
      same series under the Indenture as the Initial Securities and the guarantees
      by
      the Guarantors attached thereto, to be issued to Holders in exchange for
      Transfer Restricted Securities pursuant to this Agreement.

     

    Exempt
      Resales:
      The
      transactions in which the Initial Purchasers propose to sell the Initial
      Securities to certain “qualified institutional buyers,” as such term is defined
      in Rule 144A under the Securities Act, and to non-U.S. persons pursuant to
      Regulation S under the Securities Act.

     

    FINRA:
      The
      Financial Industry Regulatory Authority, Inc.

     

    Freely
      Tradable:
      With
      respect to a Security, a Security that at any time of determination (i) may
      be
      sold to the public in accordance with Rule 144 under the Securities Act
      (“Rule
      144”)
      by a
      person that is not an “affiliate” (as defined in Rule 144 under the Securities
      Act) of the Company where no conditions of Rule 144 are then applicable (other
      than the holding period requirement of paragraph (d) of Rule 144 so long as
      such
      holding period requirement is satisfied at such time of determination) and
      (ii)
      does not bear any restrictive legends relating to the Securities
      Act.

     

    Holder:
      As
      defined in Section 2(b) hereof.

     

    Indemnified
      Holder:
      As
      defined in Section 8(a) hereof.

     

    Indenture:
      The
      indenture dated as of July 6, 2005 among the Company, the Guarantors and Wells
      Fargo Bank, National Association, as trustee (in such capacity, the
“Trustee”)
      pursuant to which the Securities are to be issued, as such Indenture is amended
      or supplemented from time to time in accordance with the terms
      thereof.

     

    Initial
      Placement:
      The
      issuance and sale by the Company of the Initial Securities to the Initial
      Purchasers pursuant to the Purchase Agreement.

     

    Initial
      Purchaser:
      As
      defined in the preamble hereto.

     

    Initial
      Securities:
      The
      7.25% Senior Notes due 2013, and the guarantees by the Guarantors attached
      thereto, of the same series under the Indenture as the Exchange
      Securities.

     

    Liquidated
      Damages:
      As
      defined in Section 5 hereof.

     

    Person:
      An
      individual, partnership, corporation, trust or unincorporated organization,
      or a
      government or agency or political subdivision thereof.

     

    Prospectus:
      The
      prospectus included in a Registration Statement, as amended or supplemented
      by
      any prospectus supplement or any free writing prospectus (as defined in Rule
      405
      of the Securities Act) and by all other amendments thereto, including
      post-effective amendments, and all material incorporated by reference into
      such
      Prospectus.

     

    Purchase
      Agreement:
      As
      defined in the preamble hereto.

     

    Registrar:
      As
      defined in the Indenture.

     

    Registration
      Default:
      As
      defined in Section 5 hereof.

     

    Registration
      Statement:
      Any
      registration statement of the Company and the Guarantors relating to (a) an
      offering of Exchange Securities and the related guarantees pursuant to an
      Exchange Offer or (b) the registration for resale of Transfer Restricted
      Securities and the related guarantees pursuant to the Shelf Registration
      Statement, which is filed pursuant to the provisions of this Agreement, in
      each
      case, including the Prospectus included therein, all amendments and supplements
      thereto (including post-effective amendments) and all exhibits and material
      incorporated by reference therein.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    Securities:
      The
      Initial Securities and the Exchange Securities, each individually, a
“Security”.

     

    Securities
      Act:
      The
      Securities Act of 1933, as amended.

     

    Shelf
      Filing Deadline:
      As
      defined in Section 4 hereof.

     

    Shelf
      Registration Statement:
      As
      defined in Section 4 hereof.

     

    Trust
      Indenture Act:
      The
      Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa to 77bbbb) as in effect
      on
      the date of the Indenture.

     

    Transfer
      Restricted Security:
      Each
      Security, until the earliest to occur of (i) the date on which such Security
      is
      exchanged in the Exchange Offer and entitled to be resold to the public by
      the
      Holder thereof without complying with the prospectus delivery requirements
      of
      the Securities Act, (ii) the date on which such Security has been effectively
      registered under the Securities Act and disposed of in accordance with a Shelf
      Registration Statement, (iii) the date on which such Security ceases to be
      outstanding and (iv) the date on which such Security is Freely
      Tradable.

     

    Underwritten
      Registration
      or
Underwritten
      Offering:
      A
      registration in which securities of the Company are sold to an underwriter
      for
      reoffering to the public.

     

    Section
      2. Securities
      Subject To This Agreement

     

    (a) Transfer
      Restricted Securities.
      The
      securities entitled to the benefits of this Agreement are the Transfer
      Restricted Securities.

     

    (b) Holders
      of Transfer Restricted Securities.
      A
      Person is deemed to be a holder of Transfer Restricted Securities (each, a
      “Holder”)
      whenever such Person owns Transfer Restricted Securities.

     

    Section
      3. Registered
      Exchange Offer

     

    (a) Unless
      the Exchange Offer shall not be permissible under applicable law or Commission
      policy (after the procedures set forth in Section 6(a) below have been complied
      with), to the extent any Notes are not Freely Tradable as of the 375th
      day
      after the Closing Date (the “Exchange
      Date”),
      the
      Company and the Guarantors shall (i) cause the Exchange Offer Registration
      Statement to be filed with the Commission, (ii) use their reasonable best
      efforts to cause such Registration Statement to become effective at the earliest
      possible time, (iii) in connection with the foregoing, file (A) all
      pre-effective amendments to such Registration Statement as may be necessary
      in
      order to cause such Registration Statement to become effective, (B) if
      applicable, a post-effective amendment to such Registration Statement pursuant
      to Rule 430A under the Securities Act and (C) cause all necessary filings in
      connection with the registration and qualification of the Exchange Securities
      to
      be made under the state securities or blue sky laws of such jurisdictions as
      are
      necessary to permit Consummation of the Exchange Offer, (iv) upon the
      effectiveness of such Registration Statement, commence the Exchange Offer and
      (v) use reasonable best efforts to Consummate the Exchange Offer. The Exchange
      Offer, if required pursuant to this Section 3(a), shall be on the appropriate
      form permitting registration of the Exchange Securities and the related
      guarantees to be offered in exchange for the Transfer Restricted Securities
      and
      to permit resales of Securities held by Broker-Dealers as contemplated by
      Section 3(c) below.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    (b) If
      an
      Exchange Offer Registration Statement is required to be filed and declared
      effective pursuant to Section 3(a) above, the Company and the Guarantors shall
      use their reasonable best efforts to cause the Exchange Offer Registration
      Statement to be effective continuously and shall keep the Exchange Offer open
      for a period of not less than the minimum period required under applicable
      federal and state securities laws to Consummate the Exchange Offer; provided,
      however,
      that in
      no event shall such period be less than 30 days after the date notice of the
      Exchange Offer is mailed to the Holders. The Company and the Guarantors shall
      cause the Exchange Offer to comply with all applicable federal and state
      securities laws. No securities other than the Securities shall be included
      in
      the Exchange Offer Registration Statement. The Company and the Guarantors shall
      use their reasonable best efforts to cause the Exchange Offer to be Consummated
      on the earliest practicable date after the Exchange Offer Registration Statement
      has become effective, but in no event later than the Exchange Date; provided,
      however,
      that
      the Company and the Guarantors shall not be required to Consummate the Exchange
      Offer if all the Securities are Freely Tradable on or before the Exchange
      Date.

     

    (c) The
      Company shall indicate in a “Plan of Distribution” section contained in the
      Prospectus forming a part of the Exchange Offer Registration Statement that
      any
      Broker-Dealer who holds Initial Securities that are Transfer Restricted
      Securities and that were acquired for its own account as a result of
      market-making activities or other trading activities (other than Transfer
      Restricted Securities acquired directly from the Company), may exchange such
      Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer
      may be deemed to be an “underwriter” within the meaning of the Securities Act (a
“Participating
      Broker-Dealer”)
      and
      must, therefore, deliver a prospectus meeting the requirements of the Securities
      Act in connection with any resales of the Exchange Securities received by such
      Broker-Dealer in the Exchange Offer, which prospectus delivery requirement
      may
      be satisfied by the delivery by such Broker-Dealer of the Prospectus contained
      in the Exchange Offer Registration Statement. Such “Plan of Distribution”
section shall also contain all other information with respect to such resales
      by
      Broker-Dealers that the Commission may require in order to permit such resales
      pursuant thereto, but such “Plan of Distribution” shall not name any such
      Broker-Dealer or disclose the amount of Securities held by any such
      Broker-Dealer except to the extent required by the Commission as a result of
      a
      change in policy after the date of this Agreement.

     

    The
      Company and the Guarantors shall use their reasonable best efforts to keep
      the
      Exchange Offer Registration Statement continuously effective, supplemented
      and
      amended as required by the provisions of Section 6(c) below to the extent
      necessary to ensure that it is available for resales of Securities and related
      guarantees acquired by Broker-Dealers for their own accounts as a result of
      market-making activities or other trading activities, and to ensure that it
      conforms with the requirements of this Agreement, the Securities Act and the
      policies, rules and regulations of the Commission as announced from time to
      time, for a period ending on the earlier of (i) 180 days from the date on which
      the Exchange Offer Registration Statement is declared effective and (ii) the
      date on which a Broker-Dealer is no longer required to deliver a prospectus
      in
      connection with market-making or other trading activities and (iii) the date
      on
      which all resales of Exchange Securities covered by such Exchange Offer
      Registration Statement have been made.

     

    The
      Company and the Guarantors shall provide sufficient copies of the latest version
      of such Prospectus to Broker-Dealers promptly upon request at any time during
      such 180-day (or shorter as provided in the foregoing sentence) period in order
      to facilitate such resales.

     

    Notwithstanding
      anything in this Section 3 to the contrary, the requirements to file the
      Exchange Offer Registration Statement and the requirements to Consummate the
      Exchange Offer shall terminate at such time as all the Securities are Freely
      Tradable.

     

    Section
      4. Shelf
      Registration

     

    (a) Shelf
      Registration.
      If (i)
      the Company is not required to file an Exchange Offer Registration Statement
      or
      to Consummate the Exchange Offer because the Exchange Offer is not permitted
      by
      applicable law or Commission policy (after the procedures set forth in Section
      6(a) below have been complied with), (ii) for any reason the Exchange Offer
      is
      not Consummated by the Exchange Date and the Securities are not all Freely
      Tradable on or prior to such time, or (iii) any Holder of Transfer Restricted
      Securities shall notify the Company in writing that (A) such Holder is
      prohibited by applicable law or Commission policy from participating in the
      Exchange Offer, (B) such Holder may not resell the Exchange Securities acquired
      by it in the Exchange Offer to the public without delivering a prospectus and
      that the Prospectus contained in the Exchange Offer Registration Statement
      is
      not appropriate or available for such resales by such Holder, or (C) such Holder
      is a Broker-Dealer and holds Initial Securities acquired directly from the
      Company or one of its affiliates, then, upon such Holder’s request, the Company
      and the Guarantors shall:


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    (x)
      cause
      to be filed a shelf registration statement pursuant to Rule 415 under the
      Securities Act, which may be an amendment to the Exchange Offer Registration
      Statement (in either event, the “Shelf
      Registration Statement”)
      on or
      prior to the 30th
      day
      after the date such obligation arises (but no earlier than the Exchange Date)
      (such date being the “Shelf
      Filing Deadline”),
      which
      Shelf Registration Statement shall provide for resales of all Transfer
      Restricted Securities the Holders of which shall have provided the information
      required pursuant to Section 4(b) hereof; and

     

    (y)
      use
      their reasonable best efforts to cause such Shelf Registration Statement to
      be
      declared effective by the Commission on or before the 60th
      day
      after the Shelf Filing Deadline.

     

    The
      Company and the Guarantors shall use their reasonable best efforts to keep
      such
      Shelf Registration Statement continuously effective, supplemented and amended
      as
      required by the provisions of Sections 6(b) and (c) hereof to the extent
      necessary to ensure that it is available for resales of Transfer Restricted
      Securities by the Holders thereof entitled to the benefit of this Section 4(a),
      and to ensure that it conforms with the requirements of this Agreement, the
      Securities Act and the policies, rules and regulations of the Commission as
      announced from time to time, for a period of at least two years following the
      effective date of such Shelf Registration Statement (or shorter period that
      will
      terminate when all the Securities covered by such Shelf Registration Statement
      have been sold pursuant to such Shelf Registration Statement) or are Freely
      Tradable.  Notwithstanding
      anything to the contrary, the requirements to file a Shelf Registration
      Statement and to have such Shelf Registration Statement become effective and
      remain effective shall terminate at such time as all of the Securities are
      Freely Tradable

     

    (b) Provision
      by Holders of Certain Information in Connection with the Shelf Registration
      Statement.
      No
      Holder of Transfer Restricted Securities may include any of its Transfer
      Restricted Securities in any Shelf Registration Statement pursuant to this
      Agreement unless and until such Holder furnishes to the Company in writing,
      within 20 business days after receipt of a request therefor, such information
      as
      the Company may reasonably request (including, without limitation, the
      information specified in Items 507 or 508 of Regulation S-K of the Securities
      Act) for use in connection with any Shelf Registration Statement or Prospectus
      or preliminary Prospectus included therein. By acquiring the Initial Securities,
      each Holder agrees to provide the indemnity set forth in Section 8(b) hereof
      with respect to the information such Holder furnishes to the Company in writing
      expressly for use in any Shelf Registration Statement. Each Holder as to which
      any Shelf Registration Statement is being effected agrees to furnish promptly
      to
      the Company all information required to be disclosed in order to make the
      information previously furnished to the Company by such Holder not materially
      misleading.

     

    Section
      5. Liquidated
      Damages

     

    If
      any of
      the Securities are not Freely Tradable by the Exchange Date and either (i)
      the
      Exchange Offer has not been Consummated on or prior to the Exchange Date, (ii)
      the Shelf Registration Statement is not filed with the Commission on or prior
      to
      the date specified for such filing in this Agreement, (iii) the Shelf
      Registration Statement has not been declared effective by the Commission on
      or
      prior to the date specified for such effectiveness in this Agreement, (iv)
      any
      Registration Statement required by this Agreement is filed and declared
      effective but shall thereafter cease to be effective or fail to be usable for
      its intended purpose without being succeeded immediately by a post-effective
      amendment to such Registration Statement that cures such failure and that is
      itself immediately declared effective (each such event referred to in clauses
      (i) through (iv), a “Registration
      Default”),
      the
      Company hereby agrees that the interest rate borne by the Transfer Restricted
      Securities held by each Holder shall be increased by 0.25% per annum on the
      principal amount of such Transfer Restricted Securities during the 90-day period
      immediately following the occurrence of the Registration Default and shall
      increase by 0.25% per annum on such principal amount each subsequent 90-day
      period, but in no event shall such increase exceed 1.00% per annum (any such
      interest assessed upon the occurrence of a Registration Default is referred
      to
      as “Liquidated
      Damages”).
      Following the earlier of (x) the cure of all Registration Defaults relating
      to
      any particular Transfer Restricted Securities and (y) the Transfer Restricted
      Securities having become Freely Tradable, the interest rate borne by the
      relevant Transfer Restricted Securities shall be reduced to the original
      interest rate borne by such Transfer Restricted Securities; provided,
      however,
      that,
      if after any such reduction in interest rate, a different Registration Default
      occurs, the interest rate borne by the relevant Transfer Restricted Securities
      shall again be increased pursuant to the foregoing provisions.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    All
      obligations of the Company and the Guarantors set forth in the preceding
      paragraph that are outstanding with respect to any Transfer Restricted Security
      at the time such security ceases to be a Transfer Restricted Security shall
      survive until such time as all such obligations with respect to such Security
      shall have been satisfied in full.

     

    Section
      6. Registration
      Procedures

     

    (a) Exchange
      Offer Registration Statement.
      In
      connection with the Exchange Offer, if required pursuant to Section 3(a) hereof,
      the Company and the Guarantors shall comply with all of the provisions of
      Section 6(c) below, shall use their reasonable best efforts to effect such
      exchange to permit the sale of Transfer Restricted Securities and related
      guarantees being sold in accordance with the intended method or methods of
      distribution thereof, and shall comply with the following
      provisions:

     

    (i) If
      in the
      reasonable opinion of counsel to the Company there is a question as to whether
      the Exchange Offer is permitted by applicable law, the Company and the
      Guarantors hereby agree to seek a no-action letter or other favorable decision
      from the Commission allowing the Company and the Guarantors to Consummate an
      Exchange Offer for such Initial Securities. The Company and the Guarantors
      hereby agree to pursue the issuance of such a decision to the Commission staff
      level but shall not be required to take commercially unreasonable action to
      effect a change of Commission policy. Each of the Company and the Guarantors
      hereby agrees, however, to (A) participate in telephonic conferences with the
      Commission, (B) deliver to the Commission staff an analysis prepared by counsel
      to the Company setting forth the legal bases, if any, upon which such counsel
      has concluded that such an Exchange Offer should be permitted, and
      (C) diligently pursue a favorable resolution by the Commission staff of
      such submission.

     

    (ii) As
      a
      condition to its participation in the Exchange Offer pursuant to the terms
      of
      this Agreement, each Holder of Transfer Restricted Securities shall furnish,
      upon the request of the Company, prior to the Consummation thereof, a written
      representation to the Company (which may be contained in the letter of
      transmittal contemplated by the Exchange Offer Registration Statement) to the
      effect that (A) it is not an affiliate (as defined in Rule 405 under the
      Securities Act) of the Company, (B) it is not engaged in, and does not intend
      to
      engage in, and has no arrangement or understanding with any person to
      participate in, a distribution of the Exchange Securities to be issued in the
      Exchange Offer, (C) it is acquiring the Exchange Securities in its ordinary
      course of business. In addition, all such Holders of Transfer Restricted
      Securities shall otherwise cooperate in the Company’s preparations for the
      Exchange Offer, (D) at the time of the commencement of the Exchange Offer,
      such
      Holder will have no arrangement or understanding with any Person to participate
      in the distribution (within the meaning of the Securities Act) of the Exchange
      Securities in violation of the provisions of the Securities Act, and (E) if
      such
      Holder is a Participating Broker Dealer that will receive Exchange Securities
      for its own account in exchange for Transfer Restricted Securities that were
      acquired as a result of market-making or other trading activities, that it
      will
      deliver a Prospectus in connection with any resale of such Exchange Securities.
      Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such
      Holder using the Exchange Offer to participate in a distribution of the
      securities to be acquired in the Exchange Offer (1) could not under Commission
      policy as in effect on the date of this Agreement rely on the position of the
      Commission enunciated in Morgan
      Stanley and Co., Inc.
      (available June 5, 1991) and Exxon
      Capital Holdings Corporation
      (available May 13, 1988), as interpreted in the Commission’s letter to Shearman
& Sterling dated July 2, 1993, and similar no-action letters (which may
      include any no-action letter obtained pursuant to clause (i) above), and (2)
      must comply with the registration and prospectus delivery requirements of the
      Securities Act in connection with a secondary resale transaction and that such
      a
      secondary resale transaction should be covered by an effective registration
      statement containing the selling security holder information required by Item
      507 or 508, as applicable, of Regulation S-K if the resales are of Exchange
      Securities obtained by such Holder in exchange for Initial Securities acquired
      by such Holder directly from the Company.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    (b) Shelf
      Registration Statement.
      In
      connection with the Shelf Registration Statement, if required pursuant to
      Section 4 hereof, the Company and the Guarantors shall comply with all the
      provisions of Section 6(c) below and shall use their reasonable best efforts
      to
      effect such registration to permit the sale of the Transfer Restricted
      Securities being sold in accordance with the intended method or methods of
      distribution thereof, and pursuant thereto the Company and the Guarantors will
      as expeditiously as possible prepare and file with the Commission a Registration
      Statement relating to the registration on any appropriate form under the
      Securities Act, which form shall be available for the sale of the Transfer
      Restricted Securities and related guarantees in accordance with the intended
      method or methods of distribution thereof.

     

    (c) General
      Provisions.
      In
      connection with any Registration Statement and any Prospectus required by this
      Agreement to permit the sale or resale of Transfer Restricted Securities and
      related guarantees (including, without limitation, any Registration Statement
      and the related Prospectus required to permit resales of Securities by
      Broker-Dealers), the Company shall:

     

    (i) use
      its
      reasonable best efforts to keep such Registration Statement continuously
      effective and provide all requisite financial statements (including, if required
      by the Securities Act or any regulation thereunder, financial statements of
      any
      Guarantor) for the period specified in Section 3 or 4 of this Agreement, as
      applicable; upon the occurrence of any event that would cause any such
      Registration Statement or the Prospectus contained therein (A) to contain a
      material misstatement or omission or (B) not to be effective and usable for
      resale of Transfer Restricted Securities and related guarantees during the
      period required by this Agreement, the Company shall file promptly an
      appropriate amendment to such Registration Statement, in the case of clause
      (A),
      correcting any such misstatement or omission, and, in the case of either clause
      (A) or (B), use its reasonable best efforts to cause such amendment to be
      declared effective and such Registration Statement and the related Prospectus
      to
      become usable for their intended purpose(s) as soon as practicable
      thereafter;

     

    (ii) prepare
      and file with the Commission such amendments and post-effective amendments
      to
      the Registration Statement as may be necessary to keep the Registration
      Statement effective for the applicable period set forth in Section 3 or 4
      hereof, as applicable, or such shorter period as will terminate when all
      Transfer Restricted Securities and related guarantees covered by such
      Registration Statement have been sold or are Freely Tradable; cause the
      Prospectus to be supplemented by any required Prospectus supplement, and as
      so
      supplemented to be filed pursuant to Rule 424 under the Securities Act, and
      to
      comply fully with the applicable provisions of Rules 424 and 430A under the
      Securities Act in a timely manner; and comply with the provisions of the
      Securities Act with respect to the disposition of all securities covered by
      such
      Registration Statement during the applicable period in accordance with the
      intended method or methods of distribution by the sellers thereof set forth
      in
      such Registration Statement or supplement to the Prospectus;


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    (iii) advise
      the underwriter(s), if any, and selling Holders promptly and, if requested
      by
      such Persons, to confirm such advice in writing, (A) when the Prospectus or
      any
      Prospectus supplement or post-effective amendment has been filed, and, with
      respect to any Registration Statement or any post-effective amendment thereto,
      when the same has become effective, (B) of any request by the Commission for
      amendments to the Registration Statement or amendments or supplements to the
      Prospectus or for additional information relating thereto, (C) of the issuance
      by the Commission of any stop order suspending the effectiveness of the
      Registration Statement under the Securities Act or of the suspension by any
      state securities commission of the qualification of the Transfer Restricted
      Securities or related guarantees for offering or sale in any jurisdiction,
      or
      the initiation of any proceeding for any of the preceding purposes, (D) of
      the
      existence of any fact or the happening of any event that makes any statement
      of
      a material fact made in the Registration Statement, the Prospectus, any
      amendment or supplement thereto, or any document incorporated by reference
      therein untrue, or that requires the making of any additions to or changes
      in
      the Registration Statement or the Prospectus in order to make the statements
      therein not misleading. If at any time the Commission shall issue any stop
      order
      suspending the effectiveness of the Registration Statement, or any state
      securities commission or other regulatory authority shall issue an order
      suspending the qualification or exemption from qualification of the Transfer
      Restricted Securities and related guarantees under state securities or Blue
      Sky
      laws, the Company and the Guarantors shall use their reasonable best efforts
      to
      obtain the withdrawal or lifting of such order at the earliest possible
      time;

     

    (iv) furnish
      without charge to each of the Initial Purchasers, each selling Holder named
      in
      any Registration Statement, and each of the underwriter(s), if any, before
      filing with the Commission, copies of any Registration Statement or any
      Prospectus included therein or any amendments or supplements to any such
      Registration Statement or Prospectus (including all documents incorporated
      by
      reference after the initial filing of such Registration Statement), which
      documents will be subject to the review of such Holders and underwriter(s)
      in
      connection with such sale, if any, for a period of at least five business days,
      and the Company will not file any such Registration Statement or Prospectus
      or
      any amendment or supplement to any such Registration Statement or Prospectus
      (including all such documents incorporated by reference) to which an Initial
      Purchaser of Transfer Restricted Securities covered by such Registration
      Statement or the underwriter(s), if any, shall reasonably object in writing
      within five business days after the receipt thereof (such objection to be deemed
      timely made upon confirmation of telecopy transmission within such period).
      The
      objection of an Initial Purchaser or underwriter, if any, shall be deemed to
      be
      reasonable if such Registration Statement, amendment, Prospectus or supplement,
      as applicable, as proposed to be filed, contains an untrue statement of a
      material fact or omits to state a material fact necessary to make the statements
      therein not misleading;

     

    (v) promptly
      prior to the filing of any document that is to be incorporated by reference
      into
      a Registration Statement or Prospectus (other than documents filed prior to
      the
      filing of the Registration Statement) , provide copies of such document to
      the
      Initial Purchasers, each selling Holder named in any Registration Statement,
      and
      to the underwriter(s), if any, make the Company’s representatives available and
      representatives of the Guarantors for discussion of such document and other
      customary due diligence matters, and include such information in such document
      prior to the filing thereof as such selling Holders or underwriter(s), if any,
      reasonably may request;

     

    (vi) make
      available at reasonable times for inspection by the Initial Purchasers, each
      selling Holder, any managing underwriter participating in any disposition
      pursuant to such Registration Statement and any attorney or accountant retained
      by such Initial Purchasers, managing underwriter or any of the underwriter(s),
      all financial and other records, pertinent corporate documents and properties
      of
      the Company and the Guarantors and cause the Company’s and the Guarantors’
officers, directors and employees to supply all information reasonably requested
      by any such Holder, underwriter, attorney or accountant in connection with
      such
      Registration Statement subsequent to the filing thereof and prior to its
      effectiveness;

     

    (vii) if
      requested by any selling Holders or the underwriter(s), if any, promptly
      incorporate in any Registration Statement or Prospectus, pursuant to a
      supplement or post-effective amendment if necessary, such information as such
      selling Holders and underwriter(s), if any, may reasonably request to have
      included therein, including, without limitation, information relating to the
      “Plan of Distribution” of the Transfer Restricted Securities, information with
      respect to the principal amount of Transfer Restricted Securities being sold
      to
      such underwriter(s), the purchase price being paid therefor and any other terms
      of the offering of the Transfer Restricted Securities to be sold in such
      offering; and make all required filings of such Prospectus supplement or
      post-effective amendment as soon as practicable after the Company is notified
      of
      the matters to be incorporated in such Prospectus supplement or post-effective
      amendment;


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    (viii) cause
      the
      Transfer Restricted Securities covered by the Registration Statement to be
      rated
      with the appropriate rating agencies, if the Transfer Restricted Securities
      have
      not otherwise been rated, if so requested by the Holders of a majority in
      aggregate principal amount of the Transfer Restricted Securities covered thereby
      or the underwriter(s), if any;

     

    (ix) furnish
      to each selling Holder and each of the underwriter(s), if any, without charge,
      at least one copy of the Registration Statement, as first filed with the
      Commission, and of each amendment thereto, including financial statements and
      schedules, all documents incorporated by reference therein and all exhibits
      (including exhibits incorporated therein by reference);

     

    (x) deliver
      to each selling Holder and each of the underwriter(s), if any, without charge,
      as many copies of the Prospectus (including each preliminary prospectus) and
      any
      amendment or supplement thereto as such Persons may reasonably request; the
      Company and the Guarantors hereby consent to the use of the Prospectus and
      any
      amendment or supplement thereto by each of the selling Holders and each of
      the
      underwriter(s), if any, in connection with the offering and the sale of the
      Transfer Restricted Securities and related guarantees covered by the Prospectus
      or any amendment or supplement thereto;

     

    (xi) enter
      into, and cause the Guarantors to enter into, such agreements (including an
      underwriting agreement), and make, and cause the Guarantors to make, such
      representations and warranties that are customary in such transactions and
      take
      all such other actions in connection therewith in order to expedite or
      facilitate the disposition of the Transfer Restricted Securities and related
      guarantees pursuant to any Registration Statement contemplated by this
      Agreement, all to such extent as may be reasonably requested by any Holder
      of
      Transfer Restricted Securities or underwriter in connection with any sale or
      resale pursuant to any Registration Statement contemplated by this Agreement;
      and whether or not an underwriting agreement is entered into and whether or
      not
      the registration is an Underwritten Registration, the Company and the Guarantors
      shall:

     

    (1) furnish
      to each selling Holder and each underwriter, if any, in such substance and
      scope
      as they may reasonably request and as are customarily made by issuers to
      underwriters in primary underwritten offerings, upon the date of the
      Consummation of the Exchange Offer and, if applicable, the effectiveness of
      the
      Shelf Registration Statement:

     

    (A) a
      certificate, dated the date of Consummation of the Exchange Offer or the date
      of
      effectiveness of the Shelf Registration Statement, as the case may be, signed
      by
      (y) the President or any Vice President and (z) a principal financial or
      accounting officer of each of the Company and the Guarantors, confirming, as
      of
      the date thereof, the matters set forth in paragraphs (i), (ii) and (iii) of
      Section 5(f) of the Purchase Agreement, and such other matters as such parties
      may reasonably request;


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    (B) opinions,
      dated the date of Consummation of the Exchange Offer or the date of
      effectiveness of the Shelf Registration Statement, as the case may be, of
      outside counsel for the Company and general counsel for the Company and the
      Guarantors, covering the matters set forth in Sections 5(c) and (d) of the
      Purchase Agreement and such other matters as such parties may reasonably
      request, and in any event including a statement to the effect that each such
      counsel has participated in conferences with officers and other representatives
      of the Company, representatives of the independent public accountants for the
      Company, the Initial Purchasers’ representatives and the Initial Purchasers’
counsel in connection with the preparation of such Registration Statement and
      the related Prospectus and have considered the matters required to be stated
      therein and the statements contained therein, although such counsel has not
      independently verified the accuracy, completeness or fairness of such
      statements; and that such counsel advises that, on the basis of the foregoing
      (relying as to materiality to a large extent upon facts provided to such counsel
      by officers and other representatives of the Company and without independent
      check or verification), no facts came to such counsel’s attention that caused
      such counsel to believe that the applicable Registration Statement, at the
      time
      such Registration Statement or any post-effective amendment thereto became
      effective, and, in the case of the Exchange Offer Registration Statement, as
      of
      the date of Consummation, contained an untrue statement of a material fact
      or
      omitted to state a material fact required to be stated therein or necessary
      to
      make the statements therein not misleading, or that the Prospectus contained
      in
      such Registration Statement as of its date and, in the case of the opinion
      dated
      the date of Consummation of the Exchange Offer, as of the date of Consummation,
      contained an untrue statement of a material fact or omitted to state a material
      fact necessary in order to make the statements therein, in light of the
      circumstances under which they were made, not misleading. Without limiting
      the
      foregoing, each such counsel may state further that each such counsel assumes
      no
      responsibility for, and has not independently verified, the accuracy,
      completeness or fairness of the financial statements, notes and schedules and
      other financial data included in any Registration Statement contemplated by
      this
      Agreement or the related Prospectus; and

     

    (C) a
      customary comfort letter, dated as of the date of Consummation of the Exchange
      Offer or the date of effectiveness of the Shelf Registration Statement, as
      the
      case may be, from the Company’s independent accountants, in the customary form
      and covering matters of the type customarily covered in comfort letters by
      underwriters in connection with primary underwritten offerings, and affirming
      the matters set forth in the comfort letters delivered pursuant to Section
      5(a)
      of the Purchase Agreement, without exception;

     

    (2) set
      forth
      in full or incorporate by reference in the underwriting agreement, if any,
      the
      indemnification provisions and procedures of Section 8 hereof with respect
      to
      all parties to be indemnified pursuant to said Section; and

     

    (3) deliver
      such other documents and certificates as may be reasonably requested by such
      parties to evidence compliance with clause (A) above and with any customary
      conditions contained in the underwriting agreement or other agreement entered
      into by the Company or the Guarantors pursuant to this clause (xi), if
      any.

     

    If
      at any
      time the representations and warranties of the Company and the Guarantors
      contemplated in this clause (xi) cease to be true and correct, the Company
      or
      the Guarantors shall so advise the Initial Purchasers and the underwriter(s),
      if
      any, and each selling Holder promptly and, if requested by such Persons, shall
      confirm such advice in writing;

     

    (xii) prior
      to
      any public offering of Transfer Restricted Securities, cooperate with, and
      cause
      the Guarantors to cooperate with, the selling Holders, the underwriter(s),
      if
      any, and their respective counsel in connection with the registration and
      qualification of the Transfer Restricted Securities and related guarantees
      under
      the securities or Blue Sky laws of such jurisdictions as the selling Holders
      or
      underwriter(s) may request and do any and all other acts or things necessary
      or
      advisable to enable the disposition in such jurisdictions of the Transfer
      Restricted Securities and related guarantees covered by the Shelf Registration
      Statement; provided,
      however,
      that
      the Company and the Guarantors shall not be required to register or qualify
      as a
      foreign corporation where they are not then so qualified or to take any action
      that would subject them to the service of process in suits or to taxation,
      other
      than as to matters and transactions relating to the Registration Statement,
      in
      any jurisdiction where they are not then so subject;


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    (xiii) shall
      issue, upon the request of any Holder of Initial Securities covered by the
      Shelf
      Registration Statement, Exchange Securities guaranteed by the Guarantors and
      having an aggregate principal amount equal to the aggregate principal amount
      of
      Initial Securities surrendered to the Company by such Holder in exchange
      therefor or being sold by such Holder; such Exchange Securities to be registered
      in the name of such Holder or in the name of the purchaser(s) of such
      Securities, as the case may be; in return, the Initial Securities held by such
      Holder shall be surrendered to the Company for cancellation;

     

    (xiv) cooperate
      with, and cause the Guarantors to cooperate with, the selling Holders and the
      underwriter(s), if any, to facilitate the timely preparation and delivery of
      certificates representing Transfer Restricted Securities to be sold and not
      bearing any restrictive legends; and enable such Transfer Restricted Securities
      to be in such denominations and registered in such names as the Holders or
      the
      underwriter(s), if any, may request at least two business days prior to any
      sale
      of Transfer Restricted Securities made by such underwriter(s);

     

    (xv) use
      its
      reasonable best efforts to cause the Transfer Restricted Securities and the
      guarantees thereof covered by the Registration Statement to be registered with
      or approved by such other U.S. federal, state or local governmental agencies
      or
      authorities as may be necessary to enable the seller or sellers thereof or
      the
      underwriter(s), if any, to consummate the disposition of such Transfer
      Restricted Securities, subject to the proviso contained in clause (xi)
      above;

     

    (xvi) if
      any
      fact or event contemplated by Section 6(c)(iii)(D) above shall exist or have
      occurred, prepare a supplement or post-effective amendment to the Registration
      Statement or related Prospectus or any document incorporated therein by
      reference or file any other required document so that, as thereafter delivered
      to the purchasers of Transfer Restricted Securities, the Prospectus will not
      contain an untrue statement of a material fact or omit to state any material
      fact necessary to make the statements therein not misleading;

     

    (xvii) cooperate
      and assist in any filings required to be made with the FINRA and in the
      performance of any due diligence investigation by any underwriter (including
      any
“qualified independent underwriter”) that is required to be retained in
      accordance with the rules and regulations of the FINRA, and use its reasonable
      best efforts to cause such Registration Statement to become effective and
      approved by such U.S. federal, state or local governmental agencies or
      authorities as may be necessary to enable the Holders selling Transfer
      Restricted Securities to consummate the disposition of such Transfer Restricted
      Securities

     

    (xviii) provide
      a
      CUSIP number for all Transfer Restricted Securities not later than the effective
      date of the Registration Statement and provide the Trustee under the Indentures
      with printed certificates for the Transfer Restricted Securities which are
      in a
      form eligible for deposit with The Depositary Trust Company;

     

    (xix) otherwise
      use its reasonable best efforts to comply with all applicable rules and
      regulations of the Commission, and make generally available to its security
      holders, as soon as practicable, a consolidated earnings statement meeting
      the
      requirements of Rule 158 (which need not be audited) for the twelve-month period
      (A) commencing at the end of any fiscal quarter in which Transfer Restricted
      Securities are sold to underwriters in a firm or best efforts Underwritten
      Offering or (B) if not sold to underwriters in such an offering, beginning
      with
      the first month of the Company’s first fiscal quarter commencing after the
      effective date of the Registration Statement;


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    (xx) cause
      the
      Indenture to be qualified under the Trust Indenture Act not later than the
      effective date of the first Registration Statement required by this Agreement,
      and, in connection therewith, cooperate, and cause the Guarantors to cooperate
      with, the Trustee and the Holders of Securities to effect such changes to the
      Indenture as may be required for such Indenture to be so qualified in accordance
      with the terms of the Trust Indenture Act; and to execute and use its reasonable
      best efforts to cause the Trustee to execute, and cause the Guarantors to
      execute, all documents that may be required to effect such changes and all
      other
      forms and documents required to be filed with the Commission to enable such
      Indenture to be so qualified in a timely manner; 

     

    (xxi) cause
      all
      Transfer Restricted Securities covered by the Registration Statement to be
      listed on each securities exchange on which similar securities issued by the
      Company are then listed if requested by the Holders of a majority in aggregate
      principal amount of Initial Notes or the managing underwriter(s), if any;


     

    (xxii) provide
      promptly to each Holder upon request each document filed with the Commission
      pursuant to the requirements of Section 13 and Section 15 of the Exchange Act;
      and

     

    (xxiii) shall
      not, without the prior written consent of the Initial Purchasers, make any
      offer
      relating to the Securities that would constitute a free writing prospectus,
      as
      defined in Rule 405 of the Securities Act

     

    (d) Restrictions
      on Holders.
      Each
      Holder agrees by acquisition of a Transfer Restricted Security that, upon
      receipt of any notice from the Company of the existence of any fact of the
      kind
      described in Section 6(c)(iii)(D) hereof, such Holder will forthwith discontinue
      disposition of Transfer Restricted Securities pursuant to the applicable
      Registration Statement until such Holder’s receipt of the copies of the
      supplemented or amended Prospectus contemplated by Section 6(c)(xv) hereof,
      or
      until it is advised in writing (the “Advice”)
      by the
      Company that the use of the Prospectus may be resumed, and has received copies
      of any additional or supplemental filings that are incorporated by reference
      in
      the Prospectus. If so directed by the Company, each Holder will deliver to
      the
      Company (at the Company’s expense) all copies, other than permanent file copies
      then in such Holder’s possession, of the Prospectus covering such Transfer
      Restricted Securities that was current at the time of receipt of such notice.
      In
      the event the Company shall give any such notice, the time period regarding
      the
      effectiveness of such Registration Statement set forth in Section 3 or 4 hereof,
      as applicable, shall be extended by the number of days during the period from
      and including the date of the giving of such notice pursuant to Section
      6(c)(iii)(D) hereof to and including the date when each selling Holder covered
      by such Registration Statement shall have received the copies of the
      supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof
      or
      shall have received the Advice; however, no such extension shall be taken into
      account in determining whether Liquidated Damages are due pursuant to Section
      5
      hereof or the amount of such Liquidated Damages, it being agreed that the
      Company’s option to suspend use of a Registration Statement pursuant to this
      paragraph shall be treated as a Registration Default for purposes of Section
      5.


     

    Section
      7. Registration
      Expenses

     

    (a) All
      expenses incident to the Company’s and the Guarantors’ performance of or
      compliance with this Agreement will be borne by the Company and the Guarantors,
      regardless of whether a Registration Statement becomes effective, including
      without limitation: (i) all registration and filing fees and expenses (including
      filings made by any Initial Purchaser or Holder with the FINRA (and, if
      applicable, the fees and expenses of any “qualified independent underwriter” and
      its counsel that may be required by the rules and regulations of the FINRA));
      (ii) all fees and expenses of compliance with federal securities and state
      Blue
      Sky or securities laws; (iii) all expenses of printing (including printing
      certificates for the Exchange Securities to be issued in the Exchange Offer
      and
      printing of Prospectuses), messenger and delivery services and telephone; (iv)
      all fees and disbursements of counsel for the Company, the Guarantors and,
      subject to Section 7(b) below, the Holders of Transfer Restricted Securities;
      (v) all application and filing fees in connection with listing the Exchange
      Securities on a national securities exchange or automated quotation system
      pursuant to the requirements thereof; and (vi) all fees and disbursements of
      independent certified public accountants of the Company and the Guarantors
      (including the expenses of any special audit and comfort letters required by
      or
      incident to such performance).


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    The
      Company will, in any event, bear its internal expenses (including, without
      limitation, all salaries and expenses of its officers and employees performing
      legal or accounting duties), the expenses of any annual audit and the fees
      and
      expenses of any Person, including special experts, retained by the
      Company.

     

    (b) In
      connection with any Registration Statement required by this Agreement
      (including, without limitation, the Exchange Offer Registration Statement and
      the Shelf Registration Statement), the Company will reimburse the Initial
      Purchasers and the Holders of Transfer Restricted Securities being tendered
      in
      the Exchange Offer and/or resold pursuant to the “Plan of Distribution”
contained in the Exchange Offer Registration Statement or registered pursuant
      to
      the Shelf Registration Statement, as applicable, for the reasonable fees and
      disbursements of not more than one counsel, who shall be Shearman & Sterling
      LLP or such other counsel as may be chosen by the Holders of a majority in
      principal amount of the Transfer Restricted Securities for whose benefit such
      Registration Statement is being prepared.

     

    Section
      8. Indemnification

     

    (a) The
      Company and the Guarantors, jointly and severally, agree to indemnify and hold
      harmless (i) each Holder and (ii) each person, if any, who controls (within
      the
      meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)
      any Holder (any of the persons referred to in this clause (ii) being hereinafter
      referred to as a “controlling
      person”)
      and
      (iii) the respective officers, directors, partners, employees, representatives
      and agents of any Holder or any controlling person (any person referred to
      in
      clause (i), (ii) or (iii) may hereinafter be referred to as an “Indemnified
      Holder”),
      to
      the fullest extent lawful, from and against any and all losses, claims, damages,
      liabilities, judgments, actions and expenses (including without limitation
      and
      as incurred, reimbursement of all reasonable costs of investigating, preparing,
      pursuing, settling, compromising, paying or defending any claim or action,
      or
      any investigation or proceeding by any governmental agency or body, commenced
      or
      threatened, including the reasonable fees and expenses of counsel to any
      Indemnified Holder), joint or several, directly or indirectly caused by, related
      to, based upon, or arising out of or in connection with any untrue statement
      or
      alleged untrue statement of a material fact contained in any Registration
      Statement or Prospectus (or any amendment or supplement thereto), or any free
      writing prospectus (as defined in Rule 405 of the Securities Act), or any
      omission or alleged omission to state therein a material fact required to be
      stated therein or necessary to make the statements therein not misleading,
      except insofar as such losses, claims, damages, liabilities, judgments, actions
      or expenses are caused by an untrue statement or omission or alleged untrue
      statement or omission that is made in reliance upon and in conformity with
      information relating to any of the Holders furnished in writing to the Company
      by any of the Holders expressly for use therein. This indemnity agreement shall
      be in addition to any liability which the Company and the Guarantors may
      otherwise have

     

    In
      case
      any action or proceeding (including any governmental or regulatory investigation
      or proceeding) shall be brought or asserted against any of the Indemnified
      Holders with respect to which indemnity may be sought against the Company or
      the
      Guarantors, such Indemnified Holder (or the Indemnified Holder controlled by
      such controlling person) shall promptly notify the Company and the Guarantors
      in
      writing (provided,
      however,
      that
      the failure to give such notice shall not relieve the Company or the Guarantors
      of their respective obligations pursuant to this Agreement unless and only
      to
      the extent that the Company or the Guarantors are materially prejudiced by
      such
      failure). Such Indemnified Holder shall have the right to employ its own counsel
      in any such action and the fees and expenses of such counsel shall be paid,
      as
      incurred, by the Company and the Guarantors (regardless of whether it is
      ultimately determined that an Indemnified Holder is not entitled to
      indemnification hereunder). The Company and the Guarantors shall not, in
      connection with any one such action or proceeding or separate but substantially
      similar or related actions or proceedings in the same jurisdiction arising
      out
      of the same general allegations or circumstances, be liable for the reasonable
      fees and expenses of more than one separate firm of attorneys (in addition
      to
      any local counsel) at any time for such Indemnified Holders, which firm shall
      be
      designated by the Holders. The Company shall be liable for any settlement of
      any
      such action or proceeding effected with the Company’s prior written consent,
      which consent shall not be withheld unreasonably, and the Company agrees to
      indemnify and hold harmless any Indemnified Holder from and against any loss,
      claim, damage, liability or expense by reason of any settlement of any action
      effected with the written consent of the Company.  The
      Company shall not, without the prior written consent of each Indemnified Holder,
      settle or compromise or consent to the entry of judgment in or otherwise seek
      to
      terminate any pending or threatened action, claim, litigation or proceeding
      in
      respect of which indemnification or contribution may be sought hereunder
      (whether or not any Indemnified Holder is a party thereto), unless such
      settlement, compromise, consent or termination includes an unconditional release
      of each Indemnified Holder from all liability arising out of such action, claim,
      litigation or proceeding.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    (b) Each
      Holder of Transfer Restricted Securities agrees, severally and not jointly,
      to
      indemnify and hold harmless the Company and the Guarantors and their respective
      directors, officers of the Company who sign a Registration Statement, and any
      person controlling (within the meaning of Section 15 of the Securities Act
      or
      Section 20 of the Exchange Act) the Company, and the respective officers,
      directors, partners, employees, representatives and agents of each such person,
      to the same extent as the foregoing indemnity from the Company and the
      Guarantors to each of the Indemnified Holders, but only with respect to claims
      and actions based on information relating to such Holder furnished in writing
      by
      such Holder expressly for use in any Registration Statement. In case any action
      or proceeding shall be brought against the Company or its directors or officers
      or any such controlling person in respect of which indemnity may be sought
      against a Holder of Transfer Restricted Securities, such Holder shall have
      the
      rights and duties given the Company and the Company or its directors or officers
      or such controlling person shall have the rights and duties given to each Holder
      by the preceding paragraph. In no event shall the liability of any selling
      Holder hereunder be greater in amount than the dollar amount of the proceeds
      received by such Holder upon the sale of the Securities giving rise to such
      indemnification obligation.

     

    (c) If
      the
      indemnification provided for in this Section 8 is unavailable to an indemnified
      party under Section 8(a) or Section 8(b) hereof (other than by reason of
      exceptions provided in those Sections) in respect of any losses, claims,
      damages, liabilities, judgments, actions or expenses referred to therein, then
      each applicable indemnifying party, in lieu of indemnifying such indemnified
      party, shall contribute to the amount paid or payable by such indemnified party
      as a result of such losses, claims, damages, liabilities or expenses in such
      proportion as is appropriate to reflect the relative benefits received by the
      Company and the Guarantors, on the one hand, and the Holders, on the other
      hand,
      from the Initial Placement (which in the case of the Company shall be deemed
      to
      be equal to the total net proceeds from the Initial Placement received by the
      Company and the Guarantors), the amount of Liquidated Damages which did not
      become payable as a result of the filing of the Registration Statement resulting
      in such losses, claims, damages, liabilities, judgments actions or expenses,
      and
      such Registration Statement, or if such allocation is not permitted by
      applicable law, the relative fault of the Company and the Guarantors, on the
      one
      hand, and of the Indemnified Holder, on the other hand, in connection with
      the
      statements or omissions which resulted in such losses, claims, damages,
      liabilities or expenses, as well as any other relevant equitable considerations.
      The relative fault of the Company and the Guarantors, on the one hand, and
      of
      the Indemnified Holder, on the other, shall be determined by reference to,
      among
      other things, whether the untrue or alleged untrue statement of a material
      fact
      or the omission or alleged omission to state a material fact relates to
      information supplied by the Company or by the Indemnified Holder and the
      parties’ relative intent, knowledge, access to information and opportunity to
      correct or prevent such statement or omission. 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 the second paragraph of Section 8(a), any legal or other fees or
      expenses reasonably incurred by such party in connection with investigating
      or
      defending any action or claim.


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    The
      Company, the Guarantors and each Holder of Transfer Restricted Securities agree
      that it would not be just and equitable if contribution pursuant to this Section
      8(c) were determined by pro rata allocation (even if the Holders 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 the immediately
      preceding paragraph. The amount paid or payable by an indemnified party as
      a
      result of the losses, claims, damages, liabilities or expenses referred to
      in
      the immediately preceding paragraph shall be deemed to include, subject to
      the
      limitations set forth above, any legal or other expenses reasonably incurred
      by
      such indemnified party in connection with investigating or defending any such
      action or claim. Notwithstanding the provisions of this Section 8, none of
      the
      Holders (and its related Indemnified Holders) shall be required to contribute,
      in the aggregate, any amount in excess of the dollar amount by which the total
      discount received by any such Holder with respect to the Initial Securities
      exceeds the amount of any damages which such Holder has otherwise been required
      to pay by reason of such untrue or alleged untrue statement or omission or
      alleged omission. 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 Holders’ obligations to contribute pursuant to this
      Section 8(c) are several in proportion to the respective principal amount of
      Initial Securities held by each of the Holders hereunder and not
      joint.

     

    Section
      9. Rule
      144A

     

    The
      Company and the Guarantors each hereby agrees with each Holder, for so long
      as
      any Transfer Restricted Securities remain outstanding, and during any period
      the
      Company (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make
      available to any Holder or beneficial owner of Transfer Restricted Securities
      in
      connection with any sale thereof and any prospective purchaser of such Transfer
      Restricted Securities from such Holder or beneficial owner, the information
      required by Rule 144A(d)(4) under the Securities Act in order to permit resales
      of such Transfer Restricted Securities pursuant to Rule 144A, and (ii) is
      subject to Section 13 or 15(d) of the Exchange Act, to make all filings required
      thereunder in a timely manner in order to permit resales of such Transfer
      Restricted Securities pursuant to Rule 144A.

     

    Section
      10. Participation
      In Underwritten Registrations

     

    No
      Holder
      may participate in any Underwritten Registration hereunder unless such Holder
      (a) agrees to sell such Holder’s Transfer Restricted Securities on the basis
      provided in any underwriting arrangements approved by the Persons entitled
      hereunder to approve such arrangements and (b) completes and executes all
      reasonable questionnaires, powers of attorney, indemnities, underwriting
      agreements, lock-up letters and other documents required under the terms of
      such
      underwriting arrangements.

     

    Section
      11. Selection
      Of Underwriters

     

    The
      Holders of Transfer Restricted Securities covered by the Shelf Registration
      Statement who desire to do so may sell such Transfer Restricted Securities
      in an
      Underwritten Offering. In any such Underwritten Offering, the investment banker
      or investment bankers and manager or managers that will administer the offering
      will be selected by the Holders of a majority in aggregate principal amount
      of
      the Transfer Restricted Securities included in such offering; provided,
      that
      such investment bankers and managers must be reasonably satisfactory to the
      Company.

     

    Section
      12. Miscellaneous

     

    (a) Remedies.
      The
      Company and the Guarantors hereby agree that monetary damages would not be
      adequate compensation for any loss incurred by reason of a breach by it of
      the
      provisions of this Agreement and hereby agree to waive the defense in any action
      for specific performance that a remedy at law would be adequate.

     

    (b) No
      Inconsistent Agreements.
      The
      Company will not, and will cause the Guarantors not to, on or after the date
      of
      this Agreement, enter into any agreement with respect to its securities that
      is
      inconsistent with the rights granted to the Holders in this Agreement or
      otherwise conflicts with the provisions hereof. Neither the Company nor the
      Guarantors have entered into any agreement granting any registration rights
      with
      respect to its securities to any Person. The rights granted to the Holders
      hereunder do not in any way conflict with and are not inconsistent with the
      rights granted to the holders of the Company’s securities under any agreement in
      effect on the date hereof.


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    (c) Adjustments
      Affecting the Securities.
      The
      Company will not take any action, or permit any change to occur, with respect
      to
      the Securities that would materially and adversely affect the ability of the
      Holders to Consummate any Exchange Offer.

     

    (d) Amendments
      and Waivers.
      The
      provisions of this Agreement may not be amended, modified or supplemented,
      and
      waivers or consents to or departures from the provisions hereof may not be
      given
      unless the Company has obtained the written consent of Holders of a majority
      of
      the outstanding principal amount of Transfer Restricted Securities.
      Notwithstanding the foregoing, a waiver or consent to departure from the
      provisions hereof that relates exclusively to the rights of Holders whose
      securities are being tendered pursuant to the Exchange Offer and that does
      not
      affect directly or indirectly the rights of other Holders whose securities
      are
      not being tendered pursuant to such Exchange Offer may be given by the Holders
      of a majority of the outstanding principal amount of Transfer Restricted
      Securities being tendered or registered; provided that, with respect to any
      matter that directly or indirectly affects the rights of any Initial Purchaser
      hereunder, the Company shall obtain the written consent of each such Initial
      Purchaser with respect to which such amendment, qualification, supplement,
      waiver, consent or departure is to be effective.

     

    (e) Notices.
      All
      notices and other communications provided for or permitted hereunder shall
      be
      made in writing by hand-delivery, first-class mail (registered or certified,
      return receipt requested), facsimile, or air courier guaranteeing overnight
      delivery:

     

    (i) if
      to a
      Holder, at the address set forth on the records of the Registrar under the
      Indenture, with a copy to the Registrar under the Indenture; and

     

    (ii) 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

    Attention:
      Joe Dannenmaier

    


    All
      such
      notices and communications shall be deemed to have been duly given: at the
      time
      delivered by hand, if personally delivered; five business days after being
      deposited in the mail, postage prepaid, if mailed; when receipt acknowledged,
      if
      facsimiled; and on the next business day, if timely delivered to an air courier
      guaranteeing overnight delivery.

     

    Copies
      of
      all such notices, demands or other communications shall be concurrently
      delivered by the Person giving the same to the Trustee at the address specified
      in the Indenture.

     

    (f) Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      assigns of each of the parties, including without limitation and without the
      need for an express assignment, subsequent Holders of Transfer Restricted
      Securities; provided,
      however,
      that
      this Agreement shall not inure to the benefit of or be binding upon a successor
      or assign of a Holder unless and to the extent such successor or assign acquired
      Transfer Restricted Securities from such Holder.

     

    (g) Counterparts.
      This
      Agreement may be executed in any number of counterparts and by the parties
      hereto in separate counterparts, each of which when so executed shall be deemed
      to be an original and all of which taken together shall constitute one and
      the
      same agreement.


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    (h) Headings.
      The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

     

    (i) GOVERNING
      LAW.
      THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
      OF
      THE STATE OF NEW YORK.

     

    (j) Severability.
      In the
      event that any one or more of the provisions contained herein, or the
      application thereof in any circumstance, is held invalid, illegal or
      unenforceable, the validity, legality and enforceability of any such provision
      in every other respect and of the remaining provisions contained herein shall
      not be affected or impaired thereby.

     

    (k) Entire
      Agreement.
      This
      Agreement together with the Purchase Agreement and the DTC Agreement, the
      Securities, and the Indenture (each as defined in the Purchase Agreement) is
      intended by the parties as a final expression of their agreement and intended
      to
      be a complete and exclusive statement of the agreement and understanding of
      the
      parties hereto in respect of the subject matter contained herein. There are
      no
      restrictions, promises, warranties or undertakings, other than those set forth
      or referred to herein with respect to the registration rights granted by the
      Company with respect to the Transfer Restricted Securities. This Agreement
      supersedes all prior agreements and understandings between the parties with
      respect to such subject matter.


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      parties have executed this Agreement as of the date first written
      above.

     

    
      	 	
              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 Registration Rights Agreement is hereby confirmed and accepted 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/John
                M. Rote

            	 
	 	
              Name:
                John M. Rote

            
	 	
              Title:
                Managing Director

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A

     

    LIST
      OF 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