<PAGE>

                                 EXHIBIT 10.4



                              FIRST AMENDMENT TO
                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT


     THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this
"First Amendment"), dated as of May 25, 2001, is entered into among TEXAS
 ---------------
INDUSTRIES, INC., a Delaware corporation (the "Borrower"), the banks listed on
                                               --------
the signature pages hereof (the "Lenders"), certain Co-Agents (the "Co-Agents"),
                                 -------                            ---------
and BANK OF AMERICA, N.A. (formerly known as NationsBank, N.A.), as
Administrative Lender for the Lenders (in said capacity, the "Administrative
                                                              --------------
Lender").
------
                                  BACKGROUND
                                  ----------

     A. The Borrower, the Lenders, the Co-Agents, and the Administrative Lender
are parties to that certain Third Amended and Restated Credit Agreement, dated
as of March 10, 1999 (said Third Amended and Restated Credit Agreement, as
amended, the "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, the Lenders, the Co-Agents, and the Administrative Lender
desire to amend the Credit Agreement.

     NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are all hereby acknowledged, the Borrower, the
Lenders, the Co-Agents, and the Administrative Lender covenant and agree as
follows:

     1. AMENDMENTS.
        ----------


     (a)  The definition of "Applicable Margin" set forth in Section 1.1 of the
                             -----------------               -----------
Credit Agreement is hereby amended to read as follows:

          "Applicable Margin" means the following per annum percentages,
           -----------------
     applicable in the following situations:

<TABLE>
<CAPTION>
                                                                                          Base Rate     LIBOR
                                         Applicability                                     Margin       Margin
                                         -------------                                     ------       ------
     <S>                                                                                  <C>           <C>
     (i)      Category 1 - The Leverage Ratio is greater than 4.00 to 1                    1.250%        2.750%
              ----------

     (ii)     Category 2 - The Leverage Ratio is less than or equal to 4.00 to 1 but       1.000%        2.500%
              ----------
              greater than 3.50 to 1

     (iii)    Category 3 - The Leverage Ratio is less than or equal to 3.50 to 1 but       0.500%        2.000%
              ----------
              greater than 3.00 to 1

     (iv)     Category 4 - The Leverage Ratio is less than or equal to 3.00 to 1 but       0.250%        1.750%
              ----------
              greater than 2.00 to 1

     (v)      Category 5 - The Leverage Ratio is less than or equal to 2.00 to 1           0.000%        1.250%
              ----------
</TABLE>

                                     37-1
<PAGE>

     The Applicable Margin payable by the Borrower on the Revolving Credit
     Advances outstanding hereunder shall be subject to reduction or increase,
     as applicable and as set forth in the table above, on a quarterly basis
     according to the performance of the Borrower as tested by the Leverage
     Ratio; provided, that each adjustment in the Applicable Margin shall be
            --------
     effective as of the first day of the month immediately following the month
     in which the Administrative Lender receives the financial statements
     required pursuant to Section 6.1 or 6.2 hereof, as appropriate. If
                          -----------    ---
     financial statements of the Borrower (and corresponding Compliance
     Certificate setting forth the Leverage Ratio) are not received by the
     Administrative Lender by the date required pursuant to Section 6.1 or 6.2
                                                            -----------    ---
     hereof, as appropriate, the Applicable Margin shall be determined pursuant
     to Category 1 above until such time as such financial statements and
        ----------
     Compliance Certificate are received. The Applicable Margin shall be
     determined pursuant to Category 1 from and including May 25, 2001 until
                            ----------
     such time as a calculation of the Leverage Ratio which would result in an
     adjustment of the Applicable Margin is received.

     (b)  The definition of "Loan Documents" set forth in Section 1.1 of the
                             --------------               -----------
Credit Agreement is hereby amended to read as follows:

          "Loan Documents" means this Agreement, the Notes, the Subsidiary
           --------------
     Guaranty, all L/C Related Documents, the Collateral Documents, any Interest
     Rate Protection Agreement, all fee letters, and any other document or
     agreement executed or delivered from time to time by the Borrower, any
     Subsidiary or any other Person in connection herewith or as security for
     the Obligations.

     (c)  Section 1.1 of the Credit Agreement is hereby amended by adding the
          -----------
following defined terms thereto in proper alphabetical order:

          "Acquisition Consideration" means the consideration given by the
           -------------------------
     Borrower or any of its Subsidiaries for an Acquisition, including but not
     limited to the sum of (without duplication) (a) the fair market value of
     any cash, property or services given (other than Capital Stock issued in
     respect of the Acquisition), plus (b) the amount of any indebtedness for
     borrowed money and Capitalized Lease Obligations assumed, incurred or
     guaranteed in connection with such Acquisition by the Borrower or any of
     its Subsidiaries that is a Subsidiary immediately prior to such
     Acquisition.

          "Capital Expenditures" means the aggregate amount of all purchases or
           --------------------
     acquisitions of items considered to be capital items under GAAP, and in any
     event shall include the aggregate amount of items leased or acquired in
     respect to Capitalized Lease Obligations at the cost of the item, and the
     acquisition of realty, tools, equipment, and fixed assets, and any deferred
     costs associated with any of the foregoing. For the purpose of this
     definition, there shall be excluded from the definition of "Capital
                                                                 -------
     Expenditures" any capital expenditures to the extent funded by insurance
     ------------
     proceeds.

          "Capital Stock" means, as to any Person, the equity interests in such
           -------------
     Person, including, without limitation, the shares of each class of capital
     stock in any Person that is a corporation, each class of partnership
     interest in any Person that is a partnership, and each class of membership
     interest in any Person that is a limited liability company.

          "Collateral" means any collateral in which a Lien is granted by any
           ----------
     Person to the Collateral Agent to secure the Obligations.

          "Collateral Agent" means Bank of America, N.A., in its capacity as
           ----------------
     collateral agent for the ratable benefit of the Lender Secured Parties and
     the Senior Noteholders.

          "Collateral Document" means the Pledge Agreements and any other
           -------------------
     document under which a security interest in Collateral is granted and any
     document related thereto.

                                     37-2
<PAGE>

          "Collateral Intercreditor Agreement" means an intercreditor agreement
           ----------------------------------
     to be executed by the Borrower, certain Subsidiaries of the Borrower, the
     Collateral Agent, the Lenders and the Senior Noteholders with respect to
     the Collateral pledged pursuant to the Collateral Documents.

          "Collateral Release Date" means the last day of the Qualifying Period.
           -----------------------

          "First Amendment" means that certain First Amendment to Third Amended
           ---------------
     and Restated Credit Agreement among the Borrower, the Lenders, the Co-
     Agents and the Administrative Lender, dated as of May 25, 2001.

          "Lender Secured Party" means any (a) Bank Affiliate which has entered
           --------------------
     into an Interest Rate Protection Agreement with the Borrower or any
     Affiliate of the Borrower and (b) Lender.

          "Material Subsidiary" means each direct or indirect Subsidiary of the
           -------------------
     Borrower (a) the gross revenues of which for the then most recently
     completed four fiscal quarters constituted (or, with respect to any such
     Subsidiary acquired during such fiscal quarters, would have constituted had
     the gross revenues of such Subsidiary been included for such period) 5% or
     more of the consolidated gross revenues of the Borrower and its
     Subsidiaries for such period, (b) the assets of which as of the end of any
     fiscal quarter constituted 5% or more of the consolidated assets of the
     Borrower and its Subsidiaries as of the end of such fiscal quarter, or (c)
     the EBITDA (if calculated with respect to such Subsidiary only) for the
     then most recently completed four fiscal quarters constituted (or, with
     respect to any such Subsidiary acquired during such fiscal quarters, would
     have constituted had the EBITDA of such Subsidiary been included for such
     period) 5% or more of the consolidated EBITDA of the Borrower and its
     Subsidiaries for such period; provided, further, Material Subsidiary shall
     also include any Subsidiary which has a Subsidiary which is a Material
     Subsidiary.

          "Pledge Agreement" means any Pledge Agreement to be executed by the
           ----------------
     Borrower or any of its Subsidiaries in favor of the Collateral Agent
     granting a Lien in the Capital Stock of each Material Subsidiary for the
     ratable benefit of the Lender Secured Parties and the Senior Noteholders,
     as amended, supplemented, modified, renewed or restated from time to time.

          "Qualifying Period" means the period from and including the date of
           -----------------
     the First Amendment through and including the date of receipt by the
     Administrative Lender of a Compliance Certificate which is the second
     consecutive Compliance Certificate evidencing a Leverage Ratio equal to or
     less than 3.50 to 1.

          "Second Amended and Restated Intercreditor Agreement" means that
           ---------------------------------------------------
     certain Second Amended and Restated Intercreditor Agreement, dated as of
     March 10, 1999, among the Borrower, certain Subsidiaries of the Borrower,
     the Lenders and the Senior Noteholders.

          "Senior Noteholders" means the holders from time to time of the Senior
           ------------------
     Notes, the Prudential Assumed Notes and the Prudential Borrower Notes.

                                     37-3
<PAGE>

     (d)  Section 2.10(d) of the Credit Agreement is hereby amended to read as
          ---------------
follows:

          (d)  If some but less than all amounts due from the Borrower are
     received by the Administrative Lender, the Administrative Lender shall
     apply such amounts in the following order of priority: (i) to the payment
     of the Administrative Lender's expenses incurred on behalf of the Lenders
     then due and payable, if any; (ii) to the payment of all other fees then
     due and payable; (iii) to the payment of interest then due and payable on
     the Advances and the Reimbursement Obligations; (iv) to the payment of all
     other amounts not otherwise referred to in this clause (d) then due and
     payable under the Loan Documents; and (v) to the payment of principal then
     due and payable on the Advances and the Reimbursement Obligations, and,
     subject to the Second Amended and Restated Intercreditor Agreement, in the
     case of any payments under any Subsidiary Guaranty, to pay any other
     obligations to any Guarantied Party (as defined in the Subsidiary Guaranty)
     not covered in clauses (i) through (iv) above, ratably among the Guarantied
     Parties in accordance with the aggregate principal amount of Advances and
     Reimbursement Obligations and, in the case of payments under any Subsidiary
     Guaranty, the obligations guaranteed thereby, owed to each Guarantied
     Party, and, subject to the Collateral Intercreditor Agreement, in the case
     of payment under any Pledge Agreement to pay any other obligations owed to
     any Lender Secured Party not covered in clauses (i) through (iv) above,
     ratably in accordance with the obligations secured thereby, owed to each
     Lender Secured Party.

     (e)  Section 2.10(e) of the Credit Agreement is hereby amended to read as
          ---------------
follows:

          (e)  Except as otherwise provided in the last sentence of this Section
                                                                         -------
     2.10(e), each payment by the Borrower in respect of obligations relating to
     -------
     the Revolving Credit Advances and the Letters of Credit (whether for
     principal, interest, fees or otherwise) shall, except as otherwise
     expressly provided herein, be made to the Administrative Lender for the
     account of the Lenders pro rata in accordance with their respective
     Specified Percentages. Except as otherwise provided in the last sentence of
     this Section 2.10(e), each payment by the Borrower in respect of
          ---------------
     obligations relating to the Bid Rate Advances shall be made to the
     Administrative Lender for the account of the Lenders making such Bid Rate
     Advances. Notwithstanding anything in this Section 2.10(e) or any other
                                                ---------------
     provision of this Agreement or any other Loan Document to the contrary, but
     subject to the Second Amended and Restated Intercreditor Agreement and the
     Collateral Intercreditor Agreement, any payment by the Borrower in respect
     of any Advances after acceleration of the Advances pursuant to Section 8.2
                                                                    -----------
     or any monies received by the Administrative Lender as a result of the
     exercise of remedies under any Loan Documents after acceleration of
     Advances pursuant to Section 8.2 shall be distributed pro rata to each
                          -----------
     Lender based on the percentage that the outstanding Advances and
     Reimbursement Obligations owed to such Lender bears to the aggregate
     Advances and Reimbursement Obligations owed to all Lenders.

     (f)  Section 2.4(a) of the Credit Agreement is hereby amended to read as
          --------------
follows:

          (a)  Commitment Fee. Subject to Section 11.9 hereof, the Borrower
               --------------             ------------
     agrees to pay to the Administrative Lender, for the ratable account of the
     Lenders, a nonrefundable commitment fee (which commitment fee shall be
     payable in arrears on each Quarterly Date and on the Maturity Date), based
     on the daily average unused portion of the Commitment (subject to Section
                                                                       -------
     11.9 hereof, computed on the basis of a year of 360-day year for the actual
     ----
     number of days elapsed, and for purposes of calculation of the commitment
     fee, Letters of Credit outstanding from time to time will reduce the unused
     portion of the Commitment and Bid Rate Advances outstanding from time to
     time shall not reduce the unused portion of the Commitment) commencing on
     the Agreement Date, at the following per annum percentages, applicable in
     the following situations:

                                     37-4
<PAGE>

<TABLE>
<CAPTION>
                                              Applicability                                         Percentage
                                              -------------                                         ----------
     <S>                                                                                            <C>
     (i)      Category 1 - The Leverage Ratio is greater than 3.50 to 1                               0.500%
              ----------

     (ii)     Category 2 - The Leverage Ratio is less than or equal to 3.50 to 1 but is               0.375%
              -----------
              greater than 3.00 to 1

     (iii)    Category 3 - The Leverage Ratio is less than or equal to 3.00 to 1 but is               0.300%
              -----------
              greater than 2.00 to 1

     (iv)     Category 4 - The Leverage Ratio is less than or equal to 2.00 to 1                      0.250%
              ----------
</TABLE>

     Such fee shall be subject to reduction or increase, as applicable, and as
     set forth in the table above, on a quarterly basis according to the
     performance of the Borrower as tested by the Leverage Ratio; provided, that
     each adjustment in such fee shall be effective as of the first day of the
     month immediately following the month in which the Administrative Lender
     receives the financial statements required pursuant to Section 6.1 or 6.2
                                                            -----------    ---
     hereof, as appropriate. If financial statements of the Borrower (and
     corresponding Compliance Certificate setting forth the Leverage Ratio) are
     not received by the Administrative Lender by the date required pursuant to
     Section 6.1 or 6.2 hereof, as appropriate, the commitment fee shall be
     -----------    ---
     determined pursuant to Category 1 above until such time as such financial
                            ----------
     statements and Compliance Certificate are received. For the period from May
     25, 2001 to the date that an adjustment in such fee would otherwise be made
     pursuant to the terms hereof, the commitment fee shall be determined
     pursuant to Category 1 above.
                 ----------

     (g)  Section 2.16(f) of the Credit Agreement is hereby amended to read as
          ---------------
follows:

          (f)  Compensation for Letters of Credit.
               ----------------------------------

               (i)  Credit Fees. Subject to Section 11.9 hereof, the Borrower
          shall pay to the Administrative Lender for the account of each Lender
          a credit fee (which shall be payable quarterly in arrears on each
          Quarterly Date and on the Maturity Date) on the average daily amount
          available for drawing under all outstanding Letters of Credit
          (computed, subject to Section 11.9 hereof, on the basis of a 360-day
          year for the actual number of days elapsed) at the following per annum
          percentages, applicable in the following situations:

<TABLE>
<CAPTION>
                                            Applicability                                      Percentage
                                            -------------                                      ----------
          <S>                                                                                  <C>
          (A)      Category 1 - The Leverage Ratio is greater than 4.00 to 1                     2.750%
                   ----------

          (B)      Category 2 - The Leverage Ratio is less than or equal to 4.00 to 1 but        2.500%
                   ----------
                   is greater than 3.50 to 1

          (C)      Category 3 - The Leverage Ratio is less than or equal to 3.50 to 1 but        2.000%
                   ----------
                   is greater than 3.00 to 1

          (D)      Category 4 - The Leverage Ratio is less than or equal to 3.00 to 1 but        1.750%
                   ----------
                   is greater than 2.00 to 1

          (E)      Category 5 - The Leverage Ratio is less than or equal to 2.00 to 1            1.250%
                   ----------
</TABLE>

                                     37-5
<PAGE>

               (ii)  Adjustment of Credit Fee. The credit fee payable in respect
                     ------------------------
          of the Letters of Credit shall be subject to reduction or increase, as
          applicable and as set forth in the table in (i) above, on a quarterly
          basis according to the performance of the Borrower as tested by the
          Leverage Ratio. Any such increase or reduction in such fee shall be
          effective as of the first day of the month immediately following the
          month in which the Administrative Lender receives the financial
          statements required pursuant to Section 6.1 or 6.2 hereof, as
                                          -----------    ---
          appropriate. If financial statements of the Borrower (and
          corresponding Compliance Certificate setting forth the Leverage Ratio)
          are not received by the Administrative Lender by the date required
          pursuant to Section 6.1 or 6.2 hereof, as appropriate, the fee payable
                      -----------    ---
          in respect of the Letters of Credit shall be determined pursuant to
          Category 1 above until such time as such financial statements are
          ----------
          received. The credit fee payable in respect of the Letters of Credit
          shall be determined pursuant to Category 1 from and including May 25,
                                          ----------
          2001 until such time as a calculation of the Leverage Ratio which
          would result in an adjustment of such fee is received.

     (h)  Article 5 of the Credit Agreement is hereby amended by adding a new
          ---------
Section 5.12 thereto to read as follows:
------------

          Section 5.12 Material Subsidiary. If any Subsidiary becomes a Material
                       -------------------
     Subsidiary after August 29, 2001 but during the Qualifying Period, (a) the
     Capital Stock of such Subsidiary shall be pledged pursuant to a Pledge
     Agreement and (b) the Lenders shall receive such board resolutions and
     opinions of counsel as the Administrative Lender shall reasonably request
     in connection with the actions described in clause (a) above.

     (i)  Section 7.1(i) of the Credit Agreement is hereby amended to read as
          --------------
follows:

          (i) (i) During the Qualifying Period, (A) unsecured Indebtedness of
     the Borrower set forth on Exhibit J hereto plus (B) other unsecured
                               ---------
     Indebtedness of the Borrower not otherwise permitted under this Section 7.1
                                                                     -----------
     not to exceed $5,000,000 in aggregate principal amount, provided that
     immediately prior thereto and after the occurrence thereof there shall be
     no Default or Event of Default, the covenants, terms (excluding interest
     rate and fees) and provisions with respect to such Indebtedness are no more
     restrictive than the terms of this Agreement and the other Loan Documents,
     and (ii) not during the Qualifying Period, unsecured Indebtedness of the
     Borrower not otherwise permitted under this Section 7.1 in an aggregate
                                                 -----------
     principal amount outstanding not to exceed 25% of Net Worth at any time,
     provided that (A) immediately prior thereto and after the occurrence
     thereof there shall be no Default or Event of Default, the covenants, terms
     (excluding interest rate and fees) and provisions with respect to such
     Indebtedness are no more restrictive than the terms of this Agreement and
     the other Loan Documents and (B) no such Indebtedness shall have an
     original maturity date earlier than 180 days after the Maturity Date;

     (j)  Section 7.5 of the Credit Agreement is hereby amended to read as
          -----------
follows:

          Section 7.5 Guaranties. The Borrower shall not, and shall not permit
                      ----------
     any Subsidiary to, at any time make or issue any Guaranty, or assume, be
     obligated with respect to, or permit to be outstanding any Guaranty, of any
     obligation of any other Person except (a) the Subsidiary Guaranty, (b) the
     endorsement in the ordinary course of business of negotiable instruments
     for deposit or collection, (c) Guaranties in respect of the Prudential
     Borrower Notes, the Prudential Assumed Notes and the Senior Notes, (d) the
     Preferred Securities Guarantee, (e) Guaranties in respect of Indebtedness
     otherwise permitted pursuant to Section 7.1 hereof, (f) Guaranties in
                                     -----------
     respect of operating leases of Subsidiaries, and (g) other Guaranties, not
     to exceed, together with the Indebtedness permitted pursuant to Section
                                                                     -------
     7.1(d) hereof, in aggregate amount 5% of Net Worth at any time of
     ------
     determination.

     (k)  Clause (a) of Section 7.6 of the Credit Agreement is hereby amended to
                        -----------
read as follows:

          (a) (i) During the Qualifying Period, make any Treasury Stock
     Purchases in an aggregate amount in excess of $10,000,000 and (ii) not
     during the Qualifying Period, make any Treasury Stock Purchases in an
     aggregate amount for all Treasury Stock Purchases made after the Agreement
     Date in excess of 10% of Net Worth at any time outstanding or

                                     37-6
<PAGE>

     (l)  Section 7.9 of the Credit Agreement is hereby amended to read as
          -----------
follows:

          Section 7.9 Leverage Ratio. The Borrower shall not permit the Leverage
                      --------------
     Ratio to exceed (a) 4.40 to 1 at May 31, 2001, (b) 4.60 to 1 at August 31,
     2001, (c) 4.40 to 1 at November 30, 2001, (d) 4.00 to 1 at February 28,
     2002 or (e) 3.50 to 1 at the end of any fiscal quarter thereafter.

     (m)  Section 7.15 of the Credit Agreement is hereby amended to read as
          ------------
follows:

          Section 7.15 Acquisitions. The Borrower shall not, and shall not
                       ------------
     permit any Subsidiary to, make any Acquisitions unless (a) immediately
     prior to and after giving effect to the proposed Acquisition there shall
     not exist a Default or Event of Default, (b) such Acquisition shall not be
     opposed by the board of directors of the Person being acquired, (c) if the
     Acquisition is during the Qualifying Period, the aggregate Acquisition
     Consideration for all Acquisitions during the Qualifying Period, including
     the proposed Acquisition, will not exceed $25,000,000, (d) if the
     Acquisition is not during the Qualifying Period, and the Acquisition
     Consideration for any Acquisition (including any Indebtedness or Operating
     Leases assumed in connection therewith) exceeds $75,000,000, (i) the
     Lenders shall have received written notice at least 15 Business Days prior
     to the date of such Acquisition, and (ii) the Administrative Lender shall
     have received at least 10 Business Days prior to the date of such
     Acquisition a Compliance Certificate setting forth the covenant
     calculations both immediately prior to and after giving effect to the
     proposed Acquisition, (e) the assets, property or business acquired shall
     be in the business described in Section 4.1(d) hereof, and (f) if such
                                     --------------
     Acquisition results in a Subsidiary, (i) such Subsidiary shall have
     executed and delivered a Subsidiary Guaranty of the Obligations, (ii) if
     such Acquisition occurs during the Qualifying Period and the Subsidiary is
     a Material Subsidiary, the Capital Stock of such Subsidiary shall be
     pledged pursuant to a Pledge Agreement and (iii) the Lenders shall have
     received such board resolutions, officer's certificates and opinions of
     counsel as the Administrative Lender shall reasonably request in connection
     with the actions described in clauses (f)(i) and (f)(ii) above.

     (n)  Article 7 of the Credit Agreement is hereby amended by adding a new
          ---------
Section 7.16 thereto to read as follows:
------------

          Section 7.16 Capital Expenditures. The Borrower shall not, and shall
                       --------------------
     not permit any of its Subsidiaries to, directly or indirectly make or
     commit to make Capital Expenditures during fiscal year 2002 in an aggregate
     amount in excess of $75,000,000.

     (o)  Section 8.1 of the Credit Agreement is hereby amended by (i) deleting
          -----------
"or" at the end of clause (n) thereof, (ii) deleting "." at the end of clause
(o) thereof and inserting "; or" in lieu thereof and (iii) adding new clauses
(p) and (q) thereto to read as follows:

          (p)  Collateral Document. During the Qualifying Period, any Collateral
               -------------------
     Document shall for any reason (other than as expressly provided or
     permitted pursuant to the terms thereof) cease to create a valid and
     perfected first priority Lien in any Collateral in favor of the Collateral
     Agent for the ratable benefit of the Lender Secured Parties and the Senior
     Noteholders.

          (q)  Pledge Agreement and Collateral Intercreditor Agreement. (i) The
               -------------------------------------------------------
     Borrower and its Subsidiaries shall fail to execute and deliver Pledge
     Agreements granting a Lien in all Capital Stock of the Material
     Subsidiaries by August 29, 2001, together with an opinion of counsel
     satisfactory to the Administrative Lender, stock certificates with respect
     to such Capital Stock, UCC-1 financing statements and other related
     documents requested by the Administrative Lender or (ii) the Collateral
     Intercreditor Agreement shall fail to have been executed and delivered by
     all parties thereto by August 29, 2001.

     (p)  Exhibit D is here by amended to be in the form of Exhibit D to
          ---------                                         ---------
this First Amendment.

     (q)  Exhibit J is hereby added to the Credit Agreement in the form of
          ---------
Exhibit J hereto.
---------

                                     37-7
<PAGE>

     2.   COLLATERAL. The Borrower acknowledges its agreement to grant a first
          ----------
priority Lien, and to cause each of its Subsidiaries to grant a first priority
Lien, in the Capital Stock of the Material Subsidiaries for the ratable benefit
of the Lender Secured Parties and the Senior Noteholders pursuant to the Pledge
Agreements. The parties hereto acknowledge and agree that the Pledge Agreements
will contain an automatic release of the Lien (with respect to both the Lender
Secured Parties and the Senior Noteholders) in the Collateral granted thereunder
on the Collateral Release Date.

     3.   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 and after giving effect to the amendments contemplated by the
foregoing Section 1:

     (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 made on and as of such date;

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

     (c)  the Borrower has full power and authority to execute and deliver this
First Amendment and the Collateral Documents and this First Amendment and the
Credit Agreement, as amended hereby, and the Collateral Documents when executed
will, constitute the legal, valid and binding obligations of the Borrower or its
Subsidiaries, as the case may be, 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, the Credit Agreement, as amended by this First Amendment, the
Collateral Documents, nor the consummation of any transactions herein or therein
will contravene or conflict with any law to which the Borrower or any of its
Subsidiaries is subject or any indenture, agreement or other instrument to which
the Borrower or any of its Subsidiaries or any of their respective property is
subject; and

     (e)  no authorization, approval, consent, or other action by, notice to, or
filing with, any governmental authority or other Person not already obtained is
required for the execution, delivery or performance by the Borrower of this
First Amendment, the acknowledgment by any Guarantor of this First Amendment or
the Borrower or any of its Subsidiaries of the Collateral Documents.

     4.   CONDITIONS OF EFFECTIVENESS. This First Amendment shall be effective
          ---------------------------
as of May 25, 2001, subject to the following:

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

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

         (c)  the Administrative Lender shall have received certified
resolutions of the Board of Directors of the Borrower and each Subsidiary which
is to execute any Collateral Documents; and

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

                                     37-8
<PAGE>

     5.  AMENDMENT FEE. The Borrower covenants and agrees to pay an amendment
         -------------
fee to the Lenders which execute and deliver this First Amendment to the
Administrative Lender (or its counsel) not later than 5:00 p.m., Dallas time,
May 25, 2001, in an amount equal to the product of (a) 0.25% and (b) an amount
equal to such Lender's portion of the Commitment. Such amendment fee shall be
paid in immediately available funds and shall be due and payable to each Lender
eligible for payment pursuant to the preceding sentence no later than one
Business Day after the date on which this First Amendment becomes effective. The
Borrower agrees that the failure to pay the amendment fee provided in this
Section 4 shall be an Event of Default under Section 8.1(b)(i) of the Credit
                                             -----------------
Agreement.

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

     7.  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 amendments referred to above,
shall remain in full force and effect and is hereby ratified and confirmed.

     8.  COSTS, EXPENSES AND TAXES. The Borrower agrees to pay on demand all
         -------------------------
costs and expenses of the Administrative Lender 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
Lender with respect thereto and with respect to advising the Administrative
Lender as to its rights and responsibilities under the Credit Agreement, as
hereby amended).

     9.  EXECTUION 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.

     10. GOVERNING LAW; BINDING EFFECT. This First Amendment shall be governed
         -----------------------------
by and construed in accordance with the laws of the State of Texas and shall be
binding upon the Borrower and each Lender and their respective successors and
assigns.

     11. 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.

     12. 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 ORAL UNWRITTEN
AGREEMENTS BETWEEN THE PARTIES.

================================================================================
                  REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
================================================================================

                                     37-9
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
as of the date above written.


                            TEXAS INDUSTRIES, INC.




                            By: /s/ Kenneth R. Allen
                                --------------------------------------------
                                Name:  Kenneth R. Allen
                                Title: Vice President and Treasurer

                                     37-10