Texas
      Industries, Inc.

    


    71⁄4%
      SENIOR
      NOTES DUE 2013

     

      
        

      

    

    


    Second
      Supplemental Indenture

    


    Dated
      as
      of August 18, 2008

    


    to

    


    Indenture

    


    Dated
      as
      of July 6, 2005

     

    
      

    

    


    Wells
      Fargo Bank, National Association 

    Trustee

     

    
      

    

     

      
        

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SECOND
      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 as
      supplemented by the First Supplemental Indenture dated as of August 18, 2008
      (the “Indenture”).


    


    WITNESSETH:

    


    WHEREAS,
      Section 9.02 of the Indenture provides, among other things, that the Company,
      the Guarantors and the Trustee may amend or supplement the Indenture or the
      Notes with the consent of the Holders of at least a majority in principal amount
      of the Notes then outstanding; 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. Amendments
      to Indenture.
      Section
      4.07(a)(iv)(C) of the Indenture will be deleted in its entirety and replaced
      by
      the following:

    


    (C)
      such
      Restricted Payment, together with the aggregate amount of all other Restricted
      Payments made by the Company and its Restricted Subsidiaries after the Issue
      Date (excluding Restricted Payments permitted by Sections (ii), (iii), (iv),
      (v)
      and (vii) of Section 4.07 (b) below), is less than the sum, without duplication,
      of:

     

    (1) 50%
      of
      the Consolidated Net Income of the Company for the period (taken as one
      accounting period) from the beginning of the first fiscal quarter commencing
      after the Issue Date to the end of the Company's most recently ended fiscal
      quarter for which internal financial statements are available at the time of
      such Restricted Payment (or, if such Consolidated Net Income for such period
      is
      a deficit, less 100% of such deficit), plus

     

    (2) 100%
      of
      the aggregate net cash proceeds received by the Company since the Issue Date
      as
      a contribution to its common equity capital or from the issue or sale of Equity
      Interests of the Company (other than Disqualified Stock) or from the issue
      or
      sale of Disqualified Stock or debt securities of the Company that have been
      converted into or exchanged for such Equity Interests (other than Equity
      Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of
      the
      Company); plus


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (3) with
      respect to Restricted Investments made by the Company and its Restricted
      Subsidiaries after the Issue Date, an amount equal to (x) the amount returned
      in
      cash to the Company or any Restricted Subsidiary of the Company on or with
      respect to such Restricted Investments, whether resulting from payments of
      interest on Indebtedness, dividends or distributions, repayments of loans or
      advances in cash or other payments, or from the net cash proceeds from the
      sale
      of any such Investment, (y) upon the designation of any Unrestricted Subsidiary
      to be a Restricted Subsidiary, the Fair Market Value of the Company's or its
      Restricted Subsidiary's equity interest in such Subsidiary at the time of such
      designation, or (z) upon the release of any Guarantee (except to the extent
      any
      amounts are paid under such Guarantee), the amount of the Guarantee released,
      in
      each case, but only if and to the extent such amounts are not included in the
      calculation of Consolidated Net Income and not to exceed the amount of the
      Restricted Investment previously made by the Company or any Restricted
      Subsidiary in such Person or Unrestricted Subsidiary.

     

    Section
      3. 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
      4. 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
      5. 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
      6.  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
      7. 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.

     

    *
      *
      *

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    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

              
	 	 	
                Kenneth
                  R. Allen, 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