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                                                                     Exhibit 4.7
                                  $600,000,000

                          10 1/4% SENIOR NOTES DUE 2011

                          REGISTRATION RIGHTS AGREEMENT

                                  BY AND AMONG

                             TEXAS INDUSTRIES, INC.,

                     THE SUBSIDIARIES LISTED IN SCHEDULE A,
                                  AS GUARANTORS

                                       AND

                         BANC OF AMERICA SECURITIES LLC
                                 UBS WARBURG LLC
                         BANC ONE CAPITAL MARKETS, INC.
                           WELLS FARGO SECURITIES, LLC
                         SUNTRUST CAPITAL MARKETS, INC.
                            COMERICA SECURITIES, INC.
                      CREDIT LYONNAIS SECURITIES (USA) INC.
                        HIBERNIA SOUTHCOAST CAPITAL, INC.
                            DATED AS OF JUNE 6, 2003

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                          REGISTRATION RIGHTS AGREEMENT

         This Registration Rights Agreement (this "Agreement") is made and
entered into as of June 6, 2003, 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 Warburg LLC , Banc
One Capital Markets, Inc. Wells Fargo Securities, LLC, SunTrust Capital Markets,
Inc., Comerica Securities, Inc., Credit Lyonnais Securities (USA) Inc. and
Hibernia Southcoast Capital, Inc. (each an "Initial Purchaser" and,
collectively, the "Initial Purchasers"), each of whom has agreed to purchase the
Company's 10 1/4% Senior Notes due 2011 (the "Initial Securities") pursuant to
the Purchase Agreement (as defined below).

                  This Agreement is made pursuant to the Purchase Agreement,
dated as of May 30, 2003 (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.

                  Effectiveness Target Date: As defined in Sections 3(a) hereof
         with respect to the Exchange Offer Registration Statement and as
         defined in Section 4(a) hereof with respect to a Shelf Registration
         Statement.

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

                  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.

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                  Exchange Securities: The 10 1/4% Senior Notes due 2011, of the
         same series under the Indenture as the Initial Securities, 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.

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

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

                  Indenture: The Indenture, dated as of June 6, 2003, among the
         Company, the Guarantors and Wells Fargo Bank, National Association, as
         trustee (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 Purchaser: As defined in the preamble hereto.

                  Initial Securities: The 10 1/4% Senior Notes due 2011, of the
         same series under the Indenture as the Exchange Securities, for so long
         as such securities constitute Transfer Restricted Securities.

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

                  Liquidated Damages: As defined in Section 5 hereof.

                  NASD: The National Association of Securities Dealers, Inc.

                  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 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.

                  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.

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                  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 is distributed to the public pursuant
         to Rule 144 under the Securities Act or by a Broker-Dealer pursuant to
         the "Plan of Distribution" contemplated by the Exchange Offer
         Registration Statement (including the delivery of the Prospectus
         contained therein) and (iv) the date on which such security may be
         resold without restriction pursuant to Rule 144(k) under the Securities
         Act.

                  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),
         the Company and the Guarantors shall (i) cause to be filed with the
         Commission as soon as practicable after the Closing Date, but in no
         event later than 60 days after the Closing Date, a Registration
         Statement under the Securities Act relating to the Exchange Securities
         and the Exchange Offer, (ii) use its best efforts to cause such
         Registration Statement to become effective at the earliest possible
         time, but in no event later than 180 days after the Closing Date (as
         such date relates to the Exchange Offer Registration Statement, the
         "Effectiveness Target Date"), (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) all necessary filings in connection with the registration and
         qualification of the Exchange Securities to be made under the Blue Sky
         laws of such jurisdictions as are necessary to permit Consummation of
         the Exchange Offer, and (iv) upon the effectiveness of such
         Registration Statement, commence the Exchange Offer. The Exchange Offer
         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.

                           (b) The Company shall 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 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
         shall use its best efforts to cause the Exchange Offer to be
         Consummated on the earliest practicable date after the Exchange Offer
         Registration Statement has become

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         effective, but in no event later than 30 business days after the
         Effectiveness Target Date with respect to the Exchange Offer
         Registration Statement.

                           (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 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.

                           The Company 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.

                           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 within 210 days after the
         Closing Date, or (iii) any Holder of Transfer Restricted Securities
         shall notify the Company prior to the 20th day following the
         Consummation of the Exchange Offer that (A) such Holder is prohibited
         by applicable law or Commission policy from participating in the
         Exchange Offer, or (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:

                                    (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 earliest to occur of (1) the
                  45th day after the date on which the Company determines that
                  it is not required to file the Exchange Offer Registration
                  Statement, and (2) the 45th day after the date on which the
                  Company receives notice from a Holder of Transfer Restricted
                  Securities as contemplated by clause (iii) above (such
                  earliest date being the "Shelf Filing

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                  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 best efforts to cause such
                  Shelf Registration Statement to be declared effective by the
                  Commission on or before the 90th day after the Shelf Filing
                  Deadline (as such date relates to a Shelf Registration
                  Statement, the "Effectiveness Target Date").

         The Company and the Guarantors shall use their 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 Securities by the Holders of Transfer Restricted Securities
         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).

                           (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. 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 (i) any of the Registration Statements required by this
Agreement is not filed with the Commission on or prior to the date specified for
such filing in this Agreement, (ii) any of such Registration Statements has not
been declared effective by the Commission on or prior to the applicable
Effectiveness Target Date, (iii) the Exchange Offer has not been Consummated
within 30 business days after the Effectiveness Target Date with respect to the
Exchange Offer Registration Statement or (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 shall be increased by 0.50% per annum
during the 90-day period immediately following the occurrence of any
Registration Default and shall increase by 0.50% per annum with respect to each
subsequent 90-day period, but in no event shall such increase exceed 1.50% per
annum (any such interest assessed upon the occurrence of a Registration Default
is referred to as "Liquidated Damages"). Following the cure of all Registration
Defaults relating to any particular Transfer Restricted Securities, 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.

                  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.

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                           SECTION 6.  REGISTRATION PROCEDURES

                           (a) Exchange Offer Registration Statement. In
         connection with the Exchange Offer, the Company and the Guarantors
         shall comply with all of the provisions of Section 6(c) below, shall
         use their 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.

                           (b) Shelf Registration Statement. In connection with
         the Shelf Registration Statement, the Company and the Guarantors shall
         comply with all the provisions of Section 6(c) below and shall use
         their 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

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         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 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 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; 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;

                           (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 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

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                  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 a material
                  misstatement or omission;

                           (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;

                           (viii)   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);

                           (ix)     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;

                                       8

<PAGE>

                           (x)      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;

                                    (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

                                       9

<PAGE>

                               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;

                  (xi)     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;

                  (xii)    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;

                  (xiii)   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);

                                       10

<PAGE>

                  (xiv)    use its 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
         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;

                  (xv)     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;

                  (xvi)    cooperate and assist in any filings required to be
         made with the NASD 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 NASD, and use its
         reasonable best efforts to cause such Registration Statement to
         become effective and approved by such 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

                  (xvii)   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 Indenture with printed
         certificates for the Transfer Restricted Securities which are in a
         form eligible for deposit with The Depositary Trust Company;

                  (xviii)  otherwise use its 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;

                  (xix)    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 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;

                  (xx)     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; and

                  (xxi)    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.

                  (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

                                       11

<PAGE>

         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 NASD (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
         NASD)); (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).

              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 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

                                       12

<PAGE>

         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 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 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). 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.

                  (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.

                                       13

<PAGE>

                  (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.

                  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.

                                       14

<PAGE>

                           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.

                           (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

                                       15

<PAGE>

                           (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
                                          1700 Pacific Avenue
                                          Suite 3300
                                          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.

                           (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.

                                       16

<PAGE>

         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 and
                                                     Treasurer

                                          ATHENS BRICK COMPANY
                                          BROOKHOLLOW CORPORATION
                                          BROOK HOLLOW PROPERTIES, INC.
                                          BROOKHOLLOW OF ALEXANDRIA, INC.
                                          BROOKHOLLOW OF VIRGINIA, INC.
                                          SOUTHWESTERN FINANCIAL CORPORATION,
                                          CHAPARRAL STEEL COMPANY
                                          CHAPARRAL STEEL HOLDINGS, INC.
                                          CHAPARRAL STEEL TRUST
                                          CHAPARRAL STEEL TEXAS, INC.
                                          CHAPARRAL STEEL MIDLOTHIAN, LP
                                          CHAPARRAL (VIRGINIA) INC.
                                          CREOLE CORPORATION
                                          PACIFIC CUSTOM MATERIALS, INC.
                                          RIVERSIDE CEMENT COMPANY
                                          PARTIN LIMESTONE PRODUCTS, INC.
                                          RIVERSIDE CEMENT HOLDINGS COMPANY
                                          TEXAS INDUSTRIES HOLDINGS, INC.
                                          TEXAS INDUSTRIES TRUST
                                          TXI AVIATION, INC.
                                          TXI CALIFORNIA INC.
                                          TXI CEMENT COMPANY
                                          TXI CORP.
                                          TXI OPERATING TRUST
                                          TXI OPERATIONS, LP
                                          TXI POWER COMPANY
                                          TXI RIVERSIDE INC.
                                          TXI STAR RECYCLING LP,
                                          TXI TRANSPORTATION COMPANY

                                          By: /s/ KENNETH R. ALLEN
                                              --------------------------
                                              Name:  Kenneth R. Allen
                                              Title: Authorized Officer

<PAGE>

The foregoing Registration Rights Agreement is hereby confirmed and accepted as
of the date first above written.

BANC OF AMERICA SECURITIES LLC
UBS WARBURG LLC
BANC ONE CAPITAL MARKETS, INC.
WELLS FARGO SECURITIES, LLC
SUNTRUST CAPITAL MARKETS, INC.
COMERICA SECURITIES, INC.
CREDIT LYONNAIS SECURITIES (USA) INC.
HIBERNIA SOUTHCOAST CAPITAL, INC.

BY: BANC OF AMERICA SECURITIES LLC

By: /s/ STEPHAN JAEGER
    -------------------------
    Stephan Jaeger
    Principal


<PAGE>

                                                                      SCHEDULE A

                               LIST OF GUARANTORS

Athens Brick Company
Brookhollow Corporation
Brook Hollow Properties, Inc.
Brookhollow of Alexandria, Inc.
Brookhollow of Virginia, Inc.
Southwestern Financial Corporation
Chaparral Steel Company
Chaparral Steel Holdings, Inc.
Chaparral Steel Trust
Chaparral Steel Texas, Inc.
Chaparral Steel Midlothian, LP
Chaparral (Virginia) Inc.
Creole Corporation
Pacific Custom Materials, Inc.
Riverside Cement Company
Partin Limestone Products, Inc.
Riverside Cement Holdings Company
Texas Industries Holdings, Inc.
Texas Industries Trust
TXI Aviation, Inc.
TXI California Inc.
TXI Cement Company
TXI Corp.
TXI Operating Trust
TXI Operations, LP
TXI Power Company
TXI Riverside Inc.
TXI Star Recycling LP
TXI Transportation Company