FIRST
      AMENDMENT TO 

    FIRST
      AMENDED AND RESTATED CREDIT AGREEMENT

     

    THIS
      FIRST AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this
      "First
      Amendment"),
      dated
      as of January 28, 2008, is entered into among TEXAS INDUSTRIES, INC., a
      Delaware corporation (the "Borrower"),
      the
      lenders listed on the signature pages hereof as Lenders (the "Lenders"),
      and
      BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C
      Issuer.

     

    BACKGROUND

     

    A. The
      Borrower, the Lenders, the Administrative Agent, the Swing Line Lender and
      the
      L/C Issuer are parties to that certain First Amended and Restated Credit
      Agreement, dated as of August 15, 2007, ("Credit
      Agreement").
      The
      terms defined in the Credit Agreement and not otherwise defined herein shall
      be
      used herein as defined in the Credit Agreement.

     

    B. The
      Borrower has requested certain amendments to the Credit Agreement.

     

    C. The
      Lenders, the Administrative Agent, the Swing Line Lender and the L/C Issuer
      hereby agree to amend the Credit Agreement, subject to the terms and conditions
      set forth herein.

     

    NOW,
      THEREFORE, in consideration of the covenants, conditions and agreements
      hereafter set forth, and for other good and valuable consideration, the receipt
      and adequacy of which are all hereby acknowledged, the Borrower, the Lenders,
      the Swing Line Lender, the L/C Issuer and the Administrative Agent covenant
      and
      agree as follows:

     

    1. AMENDMENT.
      The
      defined term "Senior Notes" set forth in Section
      1.01
      of the
      Credit Agreement is hereby amended to read as follows:

     

    "Senior
      Notes"
      means
      unsecured senior notes of the Borrower due 2013 or thereafter, issued pursuant
      to terms, covenants and provisions satisfactory to the Administrative
      Agent.

     

    2. REPRESENTATIONS
      AND WARRANTIES TRUE; NO EVENT OF DEFAULT.
      By its
      execution and delivery hereof, the Borrower represents and warrants that, as
      of
      the date hereof:

     

    (a) the
      representations and warranties contained in the Credit Agreement and the other
      Loan Documents are true and correct on and as of the date hereof as if made
      on
      and as of such date, except to the extent that such representations and
      warranties specifically refer to an earlier date, in which case they shall
      be
      true and correct as of such earlier date;

     

    (b) no
      event
      has occurred and is continuing which constitutes a Default or an Event of
      Default;

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    (c) (i) the
      Borrower has full power and authority to execute and deliver this First
      Amendment, (ii) this First Amendment has been duly executed and delivered
      by the Borrower, and (iii) this First Amendment and the Credit Agreement,
      as amended hereby, constitute the legal, valid and binding obligations of the
      Borrower, enforceable in accordance with their respective terms, except as
      enforceability may be limited by applicable Debtor Relief Laws and by general
      principles of equity (regardless of whether enforcement is sought in a
      proceeding in equity or at law) and except as rights to indemnity may be limited
      by federal or state securities laws;

     

    (d) neither
      the execution, delivery and performance of this First Amendment or the Credit
      Agreement, as amended hereby, nor the consummation of any transactions
      contemplated herein or therein, will conflict with any Law or Organization
      Documents of the Borrower, or any indenture, agreement or other instrument
      to
      which the Borrower or any of its properties are subject; and

     

    (e) no
      authorization, approval, consent, or other action by, notice to, or filing
      with,
      any governmental authority or other Person not previously obtained is required
      for (i) the execution, delivery or performance by the Borrower of this
      First Amendment, or (ii) the acknowledgement by each Guarantor of this
      First Amendment. 

     

    3. CONDITIONS
      TO EFFECTIVENESS.
      This
      First Amendment shall be effective upon satisfaction or completion of the
      following:

     

    (a) the
      Administrative Agent shall have received counterparts of this First Amendment
      executed by the Required Lenders;

     

    (b) the
      Administrative Agent shall have received counterparts of this First Amendment
      executed by the Borrower and acknowledged by each Guarantor; and

     

    (c) the
      Administrative Agent shall have received, in form and substance satisfactory
      to
      the Administrative Agent and its counsel, such other documents, certificates
      and
      instruments as the Administrative Agent shall require.

     

    4. REFERENCE
      TO THE CREDIT AGREEMENT.

     

    (a) Upon
      the
      effectiveness of this First Amendment, each reference in the Credit Agreement
      to
      "this Agreement", "hereunder", or words of like import shall mean and be a
      reference to the Credit Agreement, as affected and amended hereby.

     

    (b) The
      Credit Agreement, as amended by the amendment referred to above, shall remain
      in
      full force and effect and is hereby ratified and confirmed.

     

    5. COSTS,
      EXPENSES AND TAXES.
      The
      Borrower agrees to pay on demand all costs and expenses of the Administrative
      Agent in connection with the preparation, reproduction, execution and delivery
      of this First Amendment and the other instruments and documents to be delivered
      hereunder (including the reasonable fees and out-of-pocket expenses of counsel
      for the Administrative Agent with respect thereto).

     


    
      
         

      

      
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    6. GUARANTOR'S
      ACKNOWLEDGMENT.
      By
      signing below, each Guarantor (a) acknowledges, consents and agrees to the
      execution, delivery and performance by the Borrower of this First Amendment,
      (b) acknowledges and agrees that its obligations in respect of its Guaranty
      (i) are not released, diminished, waived, modified, impaired or affected in
      any manner by this First Amendment or any of the provisions contemplated herein,
      (c) ratifies and confirms its obligations under its Guaranty, and
      (d) acknowledges and agrees that it has no claims or offsets against, or
      defenses or counterclaims to, its Guaranty.

     

    7. EXECUTION
      IN COUNTERPARTS.
      This
      First Amendment may be executed in any number of counterparts and by different
      parties hereto in separate counterparts, each of which when so executed and
      delivered shall be deemed to be an original and all of which when taken together
      shall constitute but one and the same instrument. For purposes of this First
      Amendment, a counterpart hereof (or signature page thereto) signed and
      transmitted by any Person party hereto to the Administrative Agent (or its
      counsel) by facsimile machine, telecopier or electronic mail is to be treated
      as
      an original. The signature of such Person thereon, for purposes hereof, is
      to be
      considered as an original signature, and the counterpart (or signature page
      thereto) so transmitted is to be considered to have the same binding effect
      as
      an original signature on an original document.

     

    8. GOVERNING
      LAW; BINDING EFFECT.
      This
      First Amendment shall be governed by and construed in accordance with the laws
      of the State of Texas applicable to agreements made and to be performed entirely
      within such state, and shall be binding upon the parties hereto and their
      respective successors and assigns.

     

    9. HEADINGS.
      Section
      headings in this First Amendment are included herein for convenience of
      reference only and shall not constitute a part of this First Amendment for
      any
      other purpose.

     

    10. ENTIRE
      AGREEMENT.
      THE
      CREDIT AGREEMENT, AS AMENDED BY THIS FIRST AMENDMENT, AND THE OTHER LOAN
      DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
      CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
      AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
      THE PARTIES.

     

    
      	
              REMAINDER
                OF PAGE LEFT INTENTIONALLY BLANK

            


    

     

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

     

    IN
      WITNESS WHEREOF, this First Amendment is executed as of the date first set
      forth
      above.

     

    
      	 	
              TEXAS
                INDUSTRIES, INC.

            
	 	 	    

	 	 	    

	 	 	    

	 	
              By:

            	
              /s/
                Kenneth R. Allen

            
	 	 	
              Kenneth
                R. Allen

            
	 	 	
              Vice
                President and Treasurer

            


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	 	
              BANK
                OF AMERICA, N.A.,
                as Administrative Agent

            
	 	 	     
	 	 	     
	 	 	     
	 	
              By: 

            	
              /s/
                Michael Brashler

            
	 	 	
              Name:Michael
                Brashler            
                

            
	 	 	
              Title:
                Vice
                President                   
                

            


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	 	
              BANK
                OF AMERICA, N.A.,
                as a Lender, L/C Issuer and Swing Line Lender

            
	 	 	   
	 	 	  
	 	 	     
	 	
              By:

            	
              /s/
                David McCauley

            
	 	 	
              Name:
                David
                McCauley           
                

            
	 	 	
              Title:
                Principal          
                

            


    

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	     	
              UBS
                SECURITIES LLC,
                as Syndication Agent

            
	     	 	     
	 	 	     
	 	 	     
	 	
              By:

            	
              /s/
                Richard L. Tavrow

            
	 	 	
              Name:
                Richard
                L. Tavrow          
                

            
	 	 	
              Title:
                Director                              
                

            
	 	 	     
	 	 	     
	 	 	     
	 	
              By:

            	
              /s/
                Mary E. Evans

            
	 	 	
              Name:
                Mary
                E.
                Evans                   
                

            
	 	 	
              Title:
                Associate
                Director              
                

            


    

    


    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	 	
              UBS
                LOAN FINANCE,
                as a Lender

            
	 	 	 
	 	 	 
	 	 	   
	 	
              By:

            	
              /s/
                Richard L. Tavrow

            
	 	 	
              Name:
                Richard
                L.
                Tavrow               
                

            
	 	 	
              Title:
                Director                                   
                

            
	 	 	   
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Irja R. Otsa

            
	 	 	
              Name:
                Irja
                R.
                Otsa                          
                

            
	 	 	
              Title:
                Associate
                Director               
                

            


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION,
                as Co-Documentation Agent and

              as
                a Lender

            
	 	 	     
	 	 	     
	 	 	     
	 	
               By:

            	
              /s/
                Terry Dallas

            
	 	 	
              Name:
                Terry
                Dallas                                   
                

            
	 	 	
              Title:
                Executive
                Vice
                President               
                

            


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	 	
              COMERICA
                BANK,
                as Co-Documentation Agent and as a Lender

            
	 	 	  
	 	 	  
	 	 	 
	 	
              By:

            	
              /s/
                William B. Dridge

            
	 	 	
              Name: 
                William
                B.
                Dridge                       
                

            
	 	 	
              Title: 
                Vice
                President                               
                

            


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	 	
              WACHOVIA
                BANK, NATIONAL ASSOCIATION,
                as Co-Documentation Agent and as a Lender

            
	 	 	     
	 	 	     
	 	 	     
	 	
              By:

            	
              /s/
                Jennifer L. Norris

            
	 	 	
              Name: 
                Jennifer
                L.
                Norris                  
                

            
	 	 	
              Title: 
                Senior
                Vice
                President             
                

            


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	 	
              SUNTRUST
                BANK,
                as a Lender

            
	 	 	     
	 	 	     
	 	 	     
	 	
              By:

            	
              /s/
                Robert Maddox

            
	 	 	
              Name: 
                Robert
                Maddox             
                

            
	 	 	
              Title: 
                Director                            
                

            


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	 	
              U.S.
                BANK NATIONAL ASSOCIATION,
                as a Lender

            
	 	 	   
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Derek S. Roudebush

            
	 	 	
              Name: 
                Derek
                S.
                Roudebush                  
                

            
	 	 	
              Title: 
                Vice
                President                               
                

            


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	     	 	     
	 	
              CAPITAL
                ONE, N.A.,
                as a Lender

            
	 	 	     
	 	 	     
	 	 	     
	 	
              By:

            	
              /s/
                Mary Jo Hoch

            
	 	 	
              Name: 
                Mary
                Jo
                Hoch                          
                

            
	 	 	
              Title: 
                Senior
                Vice
                President                 
                

            


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	 	
              GENERAL
                ELECTRIC CAPITAL CORPORATION,
                as a Lender

            
	 	 	     
	 	 	     
	 	 	     
	 	
              By:

            	
              /s/
                Dwayne Coker

            
	 	 	
              Name: 
                Dwayne
                Coker                                   
                

            
	 	 	
              Title: 
                Duly
                Authorized
                Signatory                
                

            


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	 	
              ACKNOWLEDGED
                AND AGREED AS OF THE FIRST DAY ABOVE WRITTEN:

            
	 	 	 
	 	
              BROOKHOLLOW
                CORPORATION

            
	 	
              BROOKHOLLOW
                PROPERTIES, INC.

            
	 	
              BROOKHOLLOW
                OF ALEXANDRIA, INC.

            
	 	
              BROOKHOLLOW
                OF VIRGINIA, INC.

            
	 	
              SOUTHWESTERN
                FINANCIAL CORPORATION

            
	 	
              CREOLE
                CORPORATION

            
	 	
              PARTIN
                LIMESTONE PRODUCTS, INC.

            
	 	
              RIVERSIDE
                CEMENT HOLDINGS COMPANY

            
	 	
              TXI
                AVIATION, INC.

            
	 	
              TXI
                CEMENT COMPANY

            
	 	
              TXI
                RIVERSIDE INC.

            
	 	
              TXI
                TRANSPORTATION COMPANY

            
	 	
              TXI
                CALIFORNIA INC.

            
	 	
              PACIFIC
                CUSTOM MATERIALS, INC.

            
	 	
              TXI
                POWER COMPANY

            
	 	
              TEXAS
                INDUSTRIES HOLDINGS, LLC

            
	 	
              TEXAS
                INDUSTRIES TRUST

            
	 	
              TXI
                LLC

            
	 	
              TXI
                OPERATING TRUST

            
	 	 	    

	 	 	    

	 	
              By:

            	
                  
                /s/ Kenneth R. Allen

            
	 	 	
              Kenneth
                R. Allen

            
	 	 	
              Vice
                President and Treasurer

            


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	 	
              RIVERSIDE
                CEMENT COMPANY

            
	 	 	    

	 	 	    

	 	
              By:

            	
                  
                /s/ Kenneth R. Allen

            
	 	 	
              Kenneth
                R. Allen

            
	 	 	
              Assistant
                General Manager - Treasurer