THIRD
      AMENDMENT TO 

    FIRST
      AMENDED AND RESTATED CREDIT AGREEMENT

     

    THIS
      THIRD AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this
      "Third
      Amendment"),
      dated
      as of November 21, 2008, is entered into among TEXAS INDUSTRIES, INC., a
      Delaware corporation (the "Borrower"),
      the
      lenders listed on the signature pages hereof as Lenders (the "Lenders"),
      and
      BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C
      Issuer.

     

    BACKGROUND

     

    A. The
      Borrower, the Lenders, the Administrative Agent, the Swing Line Lender and
      the
      L/C Issuer are parties to that certain First Amended and Restated Credit
      Agreement, dated as of August 15, 2007, as amended by that certain First
      Amendment to First Amended and Restated Credit Agreement, dated as of
      January 28, 2008, and that certain Second Amendment to First Amended and
      Restated Credit Agreement, dated as of March 20 2008 (said First 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 has requested certain amendments to the Credit Agreement.

     

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

     

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

     

    1. AMENDMENTS.
      

     

    (a) Section 1.01
      of the
      Credit Agreement is hereby amended by adding the following defined terms thereto
      in proper alphabetical order to read as follows:

     

    "Accounts
      Receivable"
      means
      such term as determined in accordance with GAAP and as disclosed on a
      consolidated balance sheet of the Borrower.

     

    "Borrowing
      Base"
      means,
      as of any date of determination, an amount equal to the sum of (a) 80% of
      the Accounts Receivable of the Borrower and its Domestic Subsidiaries as of
      such
      date and (b) 50% of the Inventory of the Borrower and its Domestic
      Subsidiaries as of such date.

     

    "Borrowing
      Base Certificate"
      means a
      certificate substantially in the form of Exhibit I.

     

    "Collateral"
      has the
      meaning specified in Section 6.14
      of this
      Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    "Collateral
      Documents"
      means,
      collectively, the Security Agreement and any other agreement or document,
      together with all related financing statements and stock powers, executed and
      delivered in connection with this Agreement to create a Lien on any Collateral
      in favor of the Administrative Agent for the benefit of the Secured
      Parties.

     

    "Impacted
      Lender"
      means
      (a) a Defaulting Lender or (b) a Lender as to which (i) the L/C
      Issuer has a good faith belief that such Lender has defaulted in fulfilling
      its
      obligations under one or more syndicated credit facilities or (ii) an
      entity that Controls such Lender has been deemed insolvent or becomes subject
      to
      any Debtor Relief Laws.

     

    "Inventory"
      means
      the book value of inventory as determined in accordance with GAAP and as
      disclosed on a consolidated balance sheet of the Borrower.

     

    "Net
      Recovery Proceeds"
      means,
      with respect to any Recovery Event, the gross cash proceeds (net of reasonable
      fees, costs and taxes actually incurred and paid (or to be paid) in connection
      with such Recovery Event and any required permanent payment of Debt (other
      than
      Debt secured pursuant to the Collateral Documents) which is secured by the
      property that is the subject of such Recovery Event) received by the respective
      Person in connection with such Recovery Event.

     

    "Recovery
      Event"
      means
      the receipt by any Loan Party of any cash insurance proceeds or condemnation
      awards payable (a) by reason of theft, loss, physical destruction, damage,
      taking or similar event with respect to any Collateral and (ii) under any
      policy of insurance required to be maintained under any Loan
      Document.

     

    "Secured
      Obligations"
      means,
      collectively, (a) the Obligations, (b) all Swap Obligations owed to
      any Secured Party, (c) all Cash Management Obligations, and (d) all
      present and future amounts in respect of the foregoing that would become due
      but
      for the operation of any provision of Debtor Relief Laws, and all present and
      future accrued and unpaid interest in respect of the foregoing, including,
      without limitation, post-petition interest if any Loan Party voluntarily or
      involuntarily becomes subject to any Debtor Relief Laws.

     

    "Secured
      Parties"
      means,
      collectively, (a) the Administrative Agent, (b) the Lenders,
      (c) any Lender or any Affiliate of any Lender that is a party to any Swap
      Contract with the Borrower or any Subsidiary of the Borrower, (d) any
      Lender or any Affiliate of any Lender that is owed any Cash Management
      Obligation (provided that at the time such Cash Management Obligations arose
      such Lender is a party to the Credit Agreement), and (e) the beneficiaries
      of each indemnification obligation undertaken by any Loan Party under any Loan
      Document; provided that any Person that ceases to be a Lender (and any Affiliate
      of such Person) shall be a Secured Party under the preceding clause (c)
      only with respect to transactions under Swap Contracts that were entered into
      during or prior to the time that such Person was a Lender.


    
      
        
        

      

      
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    "Security
      Agreement"
      means
      the Security Agreement executed by the Borrower and its Domestic Subsidiaries
      in
      favor of the Administrative Agent for the benefit of the Secured Parties,
      substantially in the form of Exhibit J.

     

    "Senior
      Secured Leverage Ratio"
      means,
      as of any date of determination, for the Borrower and its Subsidiaries
      consolidated in accordance with GAAP, the ratio of (a) the sum of the
      aggregate (i) Outstanding Amount of all Loans and (ii) amount of
      Unreimbursed Amounts, both as of such date of determination to (b) EBITDA
      for the most recent four consecutive fiscal quarters ending on or before such
      date of determination.

     

    (b) The
      defined term "Applicable
      Rate"
      set
      forth in Section 1.01
      of the
      Credit Agreement is hereby amended to read as follows:

     

    "Applicable
      Rate"
      means
      the following percentages per annum, based upon the Leverage Ratio as set forth
      in the most recent Compliance Certificate received by the Administrative Agent
      pursuant to Section 6.02(a):

     

    
      	
              Pricing

              Level

            	 	
              Leverage Ratio

            	 	
              Commitment

              Fee

            	 	
              Applicable

              Margin for

              Eurodollar Rate

              Loans and Letters

              of Credit

            	 	
              Applicable

              Margin for

              Base Rate

              Loans

            	 
	
              1

            	 	 	
              <
                2.50 to 1.00

            	 	 	
              0.250

            	
              %

            	 	
              2.500

            	
              %

            	 	
              1.500

            	
              %

            
	
              2

            	 	 	
              <
                3.50 to 1.00 but ≥ 2.50

              to
                1.00

            	 	 	
              0.500

            	
              %

            	 	
              2.750

            	
              %

            	 	
              1.750

            	
              %

            
	
              3

            	 	 	
              <
                4.00 to 1.00 but ≥ 3.50

              to
                1.00

            	 	 	
              0.500

            	
              %

            	 	
              3.000

            	
              %

            	 	
              2.000

            	
              %

            
	
              4

            	 	 	
              <
                4.50 to 1.00 but ≥ 4.00

              to
                1.00

            	 	 	
              0.750

            	
              %

            	 	
              3.250

            	
              %

            	 	
              2.250

            	
              %

            
	
              5

            	 	 	
              ≥
                4.50 to 1.00

            	 	 	
              0.750

            	
              %

            	 	
              3.500

            	
              %

            	 	
              2.500

            	
              %

            


    

     

    Any
      increase or decrease in the Applicable Rate resulting from a change in the
      Leverage Ratio shall become effective as of the first Business Day immediately
      following the date a Compliance Certificate is delivered pursuant to
Section 6.02(a);
      provided,
      however,
      that if
      a Compliance Certificate is not delivered when due in accordance with such
      Section, then Pricing Level 5 shall apply as of the first Business Day
      after the date on which such Compliance Certificate was required to have been
      delivered. The Applicable Rate in effect from November 21, 2008 through and
      including the date the Compliance Certificate is delivered pursuant to
Section 6.02(b)
      for the
      fiscal quarter ending November 30, 2008 shall be determined based upon
      Pricing Level 3.

     

    (c) The
      defined term "Base
      Rate"
      set
      forth in Section 1.01
      of the
      Credit Agreement is hereby amended to read as follows:


    
      
        
        

      

      
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    "Base
      Rate"
      means
      for any day a fluctuating rate per annum equal to the highest of (a) the
      Federal Funds Rate in effect for such day plus 1/2 of 1%, (b) the rate of
      interest in effect for such day as publicly announced from time to time by
      Bank
      of America as its "prime rate", and (c) the rate of interest in effect for
      such day under this Agreement for a Borrowing of a Eurodollar Rate Loan
      (exclusive of the Applicable Rate) with an Interest Period of one month
      beginning on such day (or if such day is not a Business Day, the immediately
      preceding Business Day) plus 1%. The "prime rate" is a rate set by Bank of
      America based upon various factors including Bank of America's costs and desired
      return, general economic conditions and other factors, and is used as a
      reference point for pricing some loans, which may be priced at, above, or below
      such announced rate. Any change in the Federal Funds Rate, the prime rate or
      the
      rate for such Eurodollar Rate Loans shall be effective from and including the
      effective date of such change in the Federal Funds Rate, the prime rate or
      the
      rate for such Eurodollar Rate Loans.

     

    (d) The
      defined term "Loan
      Documents"
      set
      forth in Section 1.01
      of the
      Credit Agreement is hereby amended to read as follows:

     

    "Loan
      Documents"
      means
      this Agreement, each Note, each Issuer Document, the Fee Letter, the Guaranty,
      the Collateral Documents, and any other agreement or document executed,
      delivered or performable by any Loan Party in connection herewith.

     

    (e) The
      defined term "Material
      Adverse Effect"
      set
      forth in Section 1.01
      of the
      Credit Agreement is hereby amended to read as follows:

     

    "Material
      Adverse Effect"
      means
      (a) a material adverse change in, or a material adverse effect upon, the
      operations, business, properties, liabilities (actual or contingent) or
      condition (financial or otherwise) of the Borrower or the Borrower and its
      Subsidiaries taken as a whole; (b) a material impairment of the ability of
      the Loan Parties, taken as a whole, to perform their obligations under the
      Loan
      Documents; (c) a material adverse effect upon the legality, validity,
      binding effect or enforceability against any Loan Party of any Loan Document
      to
      which it is a party; or (d) a material adverse effect on the validity,
      perfection or priority of a Lien in favor of the Administrative Agent for the
      benefit of the Secured Parties on any material portion of the
      Collateral.

     

    (f) The
      defined term "Permitted
      Liens"
      set
      forth in Section 1.01
      of the
      Credit Agreement is hereby amended by amending clause (a) thereof to read
      as follows:

     

    (a) any
      Lien
      in favor of the Administrative Agent to secure the Secured Obligations
      (including, without limitation, L/C Obligations, obligations in respect of
      Swap
      Contracts and Cash Management Obligations, to the extent included within the
      definition of Secured Obligations);


    
      
        
        

      

      
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    (g) Section 2.04(a)
      of the
      Credit Agreement is hereby amended to read as follows:

     

    (a) The
      Swing Line.
      Subject
      to the terms and conditions set forth herein, the Swing Line Lender agrees,
      in
      reliance upon the agreements of the other Lenders set forth in this Section 2.04
      but in
      its sole discretion and without any obligations, to make loans (each such loan,
      a "Swing
      Line Loan")
      to the
      Borrower from time to time on any Business Day during the Availability Period
      in
      an aggregate amount not to exceed at any time outstanding the amount of the
      Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when
      aggregated with the Applicable Percentage of the Outstanding Amount of Revolving
      Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed
      the amount of such Lender's Applicable Percentage of the Aggregate Commitments;
      provided,
      however,
      that
      after giving effect to any Swing Line Loan, (i) the Total Outstandings
      shall not exceed the Aggregate Commitments, and (ii) the aggregate
      Outstanding Amount of the Revolving Loans of any Lender, plus
      such
      Lender's Applicable Percentage of the Outstanding Amount of all L/C Obligations,
      plus
      such
      Lender's Applicable Percentage of the Outstanding Amount of all Swing Line
      Loans
      shall not exceed such Lender's Commitment, and provided,
      further,
      that
      the Borrower shall not use the proceeds of any Swing Line Loan to refinance
      any
      outstanding Swing Line Loan. Within the foregoing limits, and subject to the
      other terms and conditions hereof, including the sole discretion of the Swing
      Line Lender to make Swing Line Loans, the Borrower may borrow under this
Section 2.04,
      prepay
      under Section 2.05,
      and
      reborrow under this Section 2.04.
      Each
      Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a
      Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and
      unconditionally agrees to, purchase from the Swing Line Lender a risk
      participation in such Swing Line Loan in an amount equal to the product of
      such
      Lender's Applicable Percentage times
      the
      amount of such Swing Line Loan.

     

    (h) Section 2.05(c)
      of the
      Credit Agreement is hereby amended to read as follows:

     

    (c) Mandatory
      Prepayments - Excess Outstandings.
      If for
      any reason the Total Outstandings at any time exceed the lesser of (i) the
      Aggregate Commitments then in effect and (ii) the Borrowing Base as
      disclosed in the most recent Borrowing Base Certificate delivered pursuant
      to
Section 6.02(f),
      the
      Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C
      Obligations in an aggregate amount equal to such excess; provided,
      however,
      that
      the Borrower shall not be required to Cash Collateralize the L/C Obligations
      pursuant to this Section 2.05(c)
      unless
      after the prepayment in full of the Loans the Total Outstandings exceed the
      lesser of (x) the Aggregate Commitments then in effect and (y) the
      Borrowing Base as disclosed in such Borrowing Base Certificate.

     

    (i) Section 2.05
      of the
      Credit Agreement is hereby further amended by adding a new clause (e)
      thereto read as follows:

     

    (e) Prepayment
      from Recovery Events.
      Immediately upon receipt by any of the Loan Parties of Net Recovery Proceeds
      for
      any Recovery Event in an aggregate amount in excess of $1,000,000, the Borrower
      shall, at the request of the Required Lenders, prepay Loans in an aggregate
      principal amount equal to 100% of such excess amount of the Net Recovery
      Proceeds from such Recovery Event (and if the Outstanding Amount of all Loans
      is
      zero, pledge to the Administrative Agent cash or cash equivalent investments
      in
      an amount equal to the lesser of (i) such Net Recovery Proceeds and
      (ii) any Outstanding Amount of L/C Obligations); provided
      that the
      Required Lenders may, at their discretion, permit or require the applicable
      Loan
      Party to use such Net Recovery Proceeds, or any part thereof, to replace or
      restore any properties or assets in respect of which such Net Recovery Proceeds
      were paid within 365 days of receipt thereof; provided,
      however,
      if on
      the date of receipt by any Loan Party of such Net Recovery Proceeds all of
      the
      conditions precedent to a Credit Extension set forth in Section 4.02
      are
      satisfied (other than the delivery of a Revolving Loan Notice), the Borrower
      shall not be required to make such prepayment.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    (j) Section 2.05
      of the
      Credit Agreement is further amended by (i) relettering clause "(e)"
      thereto as clause "(f)" and amending such clause to read as
      follows:

     

    (f) Repayment
      Application.
      Any
      mandatory prepayment of Loans pursuant to Section 2.05(c),
      (d)
      or
(e)
      shall
      (i) include and be applied to interest to the date of such prepayment on
      the principal amount prepaid and any additional amounts required pursuant to
      Section 3.05,
      and
      (ii) not be subject to any notice and minimum payment
      provisions.

     

    (k) Section 2.13
      of the
      Credit Agreement is hereby amended by amending clause (ii) after the
proviso
      therein
      to read as follows:

     

    (ii) the
      provisions of this Section shall not be construed to apply to (w) any
      payment made by the Borrower pursuant to and in accordance with the express
      terms of this Agreement, (x) any payment obtained by a Lender as
      consideration for the assignment of or sale of a participation in any of its
      Loans or subparticipations in L/C Obligations or Swing Line Loans to any
      assignee or participant, other than to the Borrower or any Subsidiary thereof
      (as to which the provisions of this Section shall apply), (y) any payment
      obtained by the L/C Issuer or Swing Line Lender in connection with cash
      collateral or other arrangements made in respect of an Impacted
      Lender.

     

    (l) Article V
      of the
      Credit Agreement is hereby amended by adding a new Section 5.21
      thereto
      to read as follows:

     

    5.21 Security
      Interests.
      The
      Security Agreement, together with the financing statements that the
      Administrative Agent is authorized to file in the jurisdiction of incorporation
      or organization of each Grantor (as defined in the Security Agreement) and
      the
      filing of the Security Agreement with the U.S. Patent and Trademark Office,
      are
      effective to create in favor of the Administrative Agent, for the benefit of
      the
      Secured Parties, a perfected Lien in the Collateral and the proceeds thereof,
      to
      the extent such perfection can be obtained by central UCC filings of financing
      statements and patent or trademark office filings or possession of stock
      certificates, that is, subject only to Permitted Liens, prior and superior
      in
      right to any other Person.

     

    (m) Section 6.02
      of the
      Credit Agreement is hereby amended by (i) deleting "and" after
      clause (e) thereof, (ii) relettering clause (f) thereof as
      clause (g), and (iii) adding a new clause (f) thereto to read as
      follows:


    
      
        
        

      

      
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    (f) promptly,
      and in any event within ten Business Days after the end of each month, a
      Borrowing Base Certificate calculated as of the end of each month, duly
      completed by a Responsible Officer of the Borrower; and

     

    (n) Section 6.13
      of the
      Credit Agreement is hereby amended to read as follows:

     

    6.13 Additional
      Subsidiaries.
      Within
      ten Business Days after the time that (a) any Person becomes a Domestic
      Subsidiary as a result of the creation of such Subsidiary or an Acquisition
      or
      otherwise, (i) such Subsidiary, if it is a Material Domestic Subsidiary,
      shall execute (x) a Guaranty, and (y) a Security Agreement, to secure
      the Obligations, and (ii) 100% of such Subsidiary's Equity Interests shall
      be pledged to secure the Obligations, and (b) any Domestic Subsidiary that
      was not a Material Domestic Subsidiary becomes a Material Domestic Subsidiary,
      such Subsidiary shall execute a Guaranty and a Security Agreement, and in each
      case with respect to subsections (a) and (b) above, the Lenders shall
      receive such board resolutions, officer's certificates, corporate and other
      documents and opinions of counsel as the Administrative Agent shall reasonably
      request in connection with the actions described in such subsections. Within
      thirty days after the time that any Person becomes a Foreign Subsidiary owned
      directly by the Borrower or a Domestic Subsidiary as a result of the creation
      of
      such Subsidiary or an Acquisition or otherwise, (a) 66% of the Subsidiary's
      Equity Interests owned directly by the Borrower or any such Domestic Subsidiary
      shall be pledged to secure the Obligations and (b) the Lenders shall
      receive such board resolutions, officer's certificates, corporate and other
      documents and opinions of counsel as the Administrative Agent shall reasonably
      request in connection with such pledge.

     

    (o) Article VI
      of the
      Credit Agreement is hereby amended by adding a new Section 6.14
      thereto
      to read as follows:

     

    6.14 Collateral.
      To
      secure full and complete payment and performance of the Secured Obligations,
      the
      Borrower shall execute and deliver or cause to be executed and delivered the
      documents described below covering the property and collateral described in
      this
Section 6.14
      (which,
      together with any other property and collateral which may now or hereafter
      secure the Secured Obligations or any part thereof, is sometimes herein called
      the "Collateral"):

     

    (a) The
      Borrower will, and will cause each of its Domestic Subsidiaries to, grant to
      Administrative Agent, for the benefit of the Secured Parties, a security
      interest in all of its accounts, chattel paper, instruments, documents, books,
      records, letter-of-credit rights, inventory, machinery, equipment, financial
      assets, investment property, contract rights, deposit accounts, material
      trademarks, material patents, material copyrights, other material intellectual
      property, payment intangibles, other general intangibles, commercial tort
      claims, 100% of Equity Interests in its Domestic Subsidiaries and 66% of Equity
      Interests in Foreign Subsidiaries owned directly by the Borrower or any Domestic
      Subsidiary, and other personal property subject to the Lien granted pursuant
      to
      the Security Agreement, whether now owned or hereafter acquired, and all
      products and cash and non-cash proceeds thereof, pursuant to the Security
      Agreement, provided in all cases that, notwithstanding anything to the contrary
      herein or in the other Loan Documents, (i) perfection in such collateral
      shall be limited to the extent that perfection may be obtained (w) by the
      filing of a centralized UCC-1 financing statement, (x) by patent, trademark
      or copyright office filings, (y) by possession of stock certificates or
      (z) automatically pursuant to the UCC, and (ii) the security interest
      shall not cover (A) any fixtures or real property, (B) any assets
      subject to a Lien permitted by clause (f) of the definition of "Permitted
      Liens", or (C) any assets with respect to which there are effective and
      enforceable legal restrictions against the granting of a security interest
      therein. 


    
      
        
        

      

      
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    (b) The
      Borrower will, and will cause each of the Guarantors to execute and deliver
      and
      cause to be executed and delivered such further documents and instruments as
      Administrative Agent, in its sole discretion, deems necessary or desirable
      to
      evidence and perfect its Liens in the Collateral.

     

    (p) Section 7.11
      of the
      Credit Agreement is hereby amended to read as follows:

     

    (a) Leverage
      Ratio.
      Permit
      the Leverage Ratio as of the end of any fiscal quarter set forth below to be
      greater than the ratio set forth below opposite such fiscal
      quarter:

     

    
      	
              Fiscal Quarter

            	 	
              Ratio

            
	
              November 30, 2008

            	 	
              4.50 to 1.00

            
	
              February 28, 2009

            	 	
              4.75 to 1.00

            
	
              May 31, 2009

            	 	
              5.00 to 1.00

            
	
              August 31, 2009

            	 	
              5.00 to 1.00

            
	
              November 30, 2009

            	 	
              4.75 to 1.00

            
	
              February 28, 2010

            	 	
              4.50 to 1.00

            
	
              May 31, 2010

            	 	
              4.50 to 1.00

            
	
              August 31, 2010

            	 	
              4.25 to 1.00

            
	
              November 30, 2010 and each fiscal

              quarter end thereafter

            	 	
              4.00 to 1.00

            


    

     

    (b) Interest
      Coverage Ratio.
      Permit
      the Interest Coverage Ratio as of the end of any fiscal quarter of the Borrower
      to be less than 2.50 to 1.00.

     

    (c) Senior
      Secured Leverage Ratio.
      Until
      and unless the Compliance Certificates delivered pursuant to Section 6.02(a)
      for two
      consecutive fiscal quarters indicate that the Leverage Ratio was less than
      3.00
      to 1.00 for each such fiscal quarter, permit the Senior Secured Leverage Ratio
      to be greater than 1.50 to 1.00.


    
      
        
        

      

      
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    (q) Section 8.01
      of the
      Credit Agreement is hereby amended by (i) deleting "or" after
      clause (j) thereof, (ii) deleting "." after clause (k) thereof
      and inserting "; or" in lien thereof and (iii) adding the following new
      clause (l) thereto to read as follows:

     

    (l) Collateral
      Documents.
      Any
      Collateral Document after delivery thereof pursuant to Section 6.13
      or
6.14
      shall
      cease for any reason (other than pursuant to the terms thereof) cease to create
      a valid and perfected first priority Lien (subject to Permitted Liens) in any
      material portion of the Collateral purported to be covered thereby.

     

    (r) Section 8.03
      of the
      Credit Agreement is hereby amended to read as follows:

     

    8.03 Application
      of Funds. After
      the
      exercise of remedies provided for in Section 8.02
      (or
      after the Loans have automatically become immediately due and payable and the
      L/C Obligations have automatically been required to be Cash Collateralized
      as
      set forth in the proviso to Section 8.02),
      any
      amounts received on account of the Secured Obligations shall be applied by
      the
      Administrative Agent in the following order:

     

    First,
      to
      payment of that portion of the Secured Obligations constituting fees,
      indemnities, expenses and other amounts (including fees, charges and
      disbursements of counsel to the Administrative Agent and amounts payable under
      Article III)
      payable
      to the Administrative Agent in its capacity as such;

     

    Second,
      to
      payment of that portion of the Secured Obligations constituting fees,
      indemnities and other amounts (other than principal, interest, Letter of Credit
      Fees and Cash Management Obligations) payable to the Lenders and the L/C Issuer
      (including fees, charges and disbursements of counsel to the respective Lenders
      and the L/C Issuer (including fees and time charges for attorneys who may be
      employees of any Lender or the L/C Issuer) and amounts payable under
Article III),
      ratably among them in proportion to the respective amounts described in this
      clause Second
      payable
      to them;

     

    Third,
      to
      payment of that portion of the Secured Obligations, (other than Obligations
      with
      respect to Swap Contracts and Cash Management Obligations), constituting accrued
      and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings
      and
      other Obligations ratably among the Lenders and the L/C Issuer in proportion
      to
      the respective amounts described in this clause Third
      payable
      to them;

     

    Fourth,
      to
      payment of that portion of the Secured Obligations, constituting obligations
      in
      the amount of the Swap Termination Value with respect to Swap Contracts, unpaid
      principal of the Loans and L/C Borrowings, ratably among the Lenders and the
      L/C
      Issuer in proportion to the respective amounts described in this clause
Fourth
      held by
      them;


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    Fifth,
      to the
      Administrative Agent for the account of the L/C Issuer, to Cash Collateralize
      that portion of L/C Obligations comprised of the aggregate undrawn amount of
      Letters of Credit; 

     

    Sixth,
      to
      payment of remaining portion of the Secured Obligations (including Cash
      Management Obligations), ratably among the Lenders in proportion to the
      respective amounts described in this clause Sixth
      held by
      them; and

     

    Last,
      the
      balance, if any, after all of the Secured Obligations have been indefeasibly
      paid in full, to the Borrower or as otherwise required by Law.

     

    Subject
      to Section 2.03(c),
      amounts
      used to Cash Collateralize the aggregate undrawn amount of Letters of Credit
      pursuant to clause Fifth above shall be applied to satisfy drawings under such
      Letters of Credit as they occur.

     

    (s) Section 9.01
      of the
      Credit Agreement is hereby amended to read as follows:

     

    9.01 Appointment
      and Authority.

     

    (a) Each
      of
      the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America
      to
      act on its behalf as the Administrative Agent hereunder and under the other
      Loan
      Documents and authorizes the Administrative Agent to take such actions on its
      behalf and to exercise such powers as are delegated to the Administrative Agent
      by the terms hereof or thereof, together with such actions and powers as are
      reasonably incidental thereto. The provisions of this Article are solely for
      the
      benefit of the Administrative Agent, the Lenders and the L/C Issuer, and neither
      the Borrower nor any other Loan Party shall have rights as a third party
      beneficiary of any of such provisions.

     

    (b) The
      Administrative Agent shall also act as the "collateral
      agent"
      under
      the Loan Documents, and each of the Lenders and the L/C Issuer hereby
      irrevocably appoints and authorizes the Administrative Agent to act as the
      agent
      of such Lender and the L/C Issuer for purposes of acquiring, holding and
      enforcing any and all Liens on Collateral granted by any of the Loan Parties
      to
      secure any of the Secured Obligations, together with such powers and discretion
      as are reasonably incidental thereto. In this connection, the Administrative
      Agent, as "collateral agent" and any co-agents, sub-agents and attorneys-in-fact
      appointed by the Administrative Agent pursuant to Section 9.05
      for
      purposes of holding or enforcing any Lien on the Collateral (or any portion
      thereof) granted under the Collateral Documents, or for exercising any rights
      and remedies thereunder at the direction of the Administrative Agent, shall
      be
      entitled to the benefits of all provisions of this Article IX
      and
Article X
      (including Section 10.04(c),
      as
      though such co-agents, sub-agents and attorneys-in-fact were the "collateral
      agent" under the Loan Documents) as if set forth in full herein with respect
      thereto. Without limiting the generality of the foregoing, the Administrative
      Agent is further authorized on behalf of all the Lenders, without the necessity
      of any notice to or further consent from the Lenders, from time to time to
      take
      any action, or permit the any co-agents, sub-agents and attorneys-in-fact
      appointed by the Administrative Agent to take any action, with respect to any
      Collateral or the Loan Documents which may be necessary to perfect and maintain
      perfected the Liens upon any Collateral granted pursuant to any Loan
      Document.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    (t) Section 9.10
      of the
      Credit Agreement is hereby amended to read as follows:

     

    9.10 Collateral
      and Guaranty Matters.
      Each of
      the Lenders and the L/C Issuer irrevocably authorize the Administrative Agent,
      at its option and in its discretion (and, by accepting the benefits of the
      Security Agreement, each other holder of the Secured Obligations hereby confirms
      the authority of the Administrative Agent):

     

    (a) to
      release any Lien on any property granted to or held by the Administrative Agent
      under any Loan Document (i) upon termination of the Aggregate Commitments
      and payment in full of all Secured Obligations (other than (A) contingent
      indemnification obligations, (B) Swap Obligations as to which arrangements
      reasonably satisfactory to the applicable Lender or Affiliate shall have been
      made, and (C) Cash Management Obligations) and the expiration or
      termination of all Letters of Credit (other than Letters of Credit as to which
      other arrangements satisfactory to the Administrative Agent and the L/C Issuer
      shall have been made), (ii) that is sold or Disposed of or to be sold or
      Disposed of as part of or in connection with any sale or Disposition permitted
      hereunder (other than a Disposition under Section 7.05(e))
      or
      under any other Loan Document, or (iii) if approved, authorized or ratified
      in writing by the Required Lenders;

     

    (b) to
      release any Guarantor from its obligations under the Guaranty if such Person
      ceases to be a Subsidiary as a result of a transaction permitted hereunder;
      and

     

    (c) to
      subordinate any Lien on any property granted to or held by the Administrative
      Agent under any Loan Document to the holder of any Lien on such property that
      is
      permitted by clause (f) of the definition of "Permitted
      Liens".

     

    Upon
      request by the Administrative Agent at any time, the Required Lenders will
      confirm in writing the Administrative Agent’s authority to release or
      subordinate its interest in particular types or items of property, or to release
      any Guarantor from its obligations under the Guaranty pursuant to this
Section 9.10.
      In each
      case as specified in this Section 9.10,
      the
      Administrative Agent will, at the Borrower's’ expense, execute and deliver to
      the applicable Loan Party such documents as such Loan Party may reasonably
      request to evidence the release of such item of Collateral from the assignment
      and security interest granted under the Collateral Documents or to subordinate
      its interest in such item, or to release such Guarantor from its obligations
      under the Guaranty, in each case in accordance with the terms of the Loan
      Documents and this Section 9.10.

     

    (u) Article IX
      of the
      Credit Agreement is hereby amended by adding a new Section 9.11
      thereto
      to read as follows:


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    9.11 Cash
      Management Obligations and Swap Obligations.
      Except
      as otherwise expressly set forth herein or in any Guaranty or any Collateral
      Document, no Lender or Affiliate thereof that is owed any Cash Management
      Obligations or Swap Obligations that obtains the benefits of Section 8.03,
      any
      Guaranty or any Collateral by virtue of the provisions hereof or of any Guaranty
      or any Collateral Document shall have any right to notice of any action or
      to
      consent to, direct or object to any action hereunder or under any other Loan
      Document or otherwise in respect of the Collateral (including the release or
      impairment of any Collateral) other than in its capacity as a Lender and, in
      such case, only to the extent expressly provided in the Loan Documents.
      Notwithstanding any other provision of this Article IX
      to the
      contrary, the Administrative Agent shall not be required to verify the payment
      of, or that other satisfactory arrangements have been made with respect to,
      Secured Obligations comprising Cash Management Obligations and Swap Obligations
      unless the Administrative Agent has received written notice of such Secured
      Obligations, together with such supporting documentation as the Administrative
      Agent may request, from the applicable Lender or Affiliate, as the case may
      be.

     

    (v) The
      Compliance Certificate is hereby amended to be in the form of Exhibit B
      hereto.

     

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

     

    (a) the
      representations and warranties contained in the Credit Agreement and the other
      Loan Documents are true and correct on and as of the date hereof as if made
      on
      and as of such date, except to the extent that such representations and
      warranties specifically refer to an earlier date, in which case they shall
      be
      true and correct as of such earlier date, except that the representations and
      warranties contained in subsection (a) of Section 5.05
      shall be
      deemed to refer to the most recent statements furnished pursuant to
      clause (a) of Section 6.01;

     

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

     

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

     

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


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

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

     

    (c) the
      Administrative Agent shall have received from the Borrower for the account
      of
      each Lender executing and delivering this Amendment to the Administrative Agent
      or its counsel by the time designated by the Administrative Agent an amendment
      fee in immediately funds in an amount equal to the product of (i) 0.25% and
      (ii) the amount of each such Lender's Commitment;

     

    (d) the
      Administrative Agent shall receive all Collateral Documents, duly executed
      by
      authorized officers of the parties thereto, together with all stock
      certificates, UCC-1 financing statements, undated stock powers duly executed
      and
      blank, and related documents;

     

    (e) the
      Administrative Agent shall have received such certificates of insurance and
      endorsements to insurance policies naming the Administrative Agent as loss
      payee
      and additional insured, as the case may be, as the Administrative Agent may
      request;

     

    (f) the
      Administrative Agent shall have received copies of all UCC searches of the
      Borrower and its Domestic Subsidiaries, each search showing no Liens except
      Permitted Liens;

     

    (g) the
      Administrative Agent shall have received such certificates of resolutions or
      other action, incumbency certificates and/or other certificates of Responsible
      Officers of each Loan Party as the Administrative Agent may require evidencing
      the identity, authority and capacity of each Responsible Officer thereof
      authorized to act as a Responsible Officer in connection with this Third
      Amendment and the other Loan Documents to which such Loan Party is a
      party;

     

    (h) the
      Administrative Agent shall have received a favorable opinion of
      Thompson & Knight L.L.P., and of Frederick Anderson, Esq., general
      counsel to the Loan Parties, addressed to the Administrative Agent and each
      Lender, as to such matters concerning the Loan Parties, this Third Amendment,
      and the Collateral Documents as the Administrative Agent may reasonably request;
      

     

    (i) a
      Borrowing Base Certificate as of October 31, 2008, duly completed by a
      Responsible Officer of the Borrower; and


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


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

     

    4. REFERENCE
      TO THE CREDIT AGREEMENT.

     

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

     

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

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


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


    
      

        
          	 
	 
	
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        15

        
          

        

      

      
        
        

      

    

     

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

    


    
      	 	
              TEXAS INDUSTRIES, INC.

            
	 	 	 
	 	
              By:

            	
              /s/ Kenneth R. Allen

            
	 	 	
              Name:

            	
              Kenneth R. Allen

            
	 	 	
              Title:

            	
              Vice President, Finance and Chief

            
	 	 	 	
              Financial Officer

            


    

    

      Third
        Amendment Signature Page

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              BANK OF AMERICA, N.A., as Administrative

              Agent

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/ Henry Pennell

            
	 	 	
              Name:

            	
              Henry Pennell

            
	 	 	
              Title:

            	
              Vice President 

            


    

    

      Third
        Amendment Signature Page

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              BANK OF AMERICA, N.A., as a Lender, L/C

              Issuer and Swing Line Lender

            
	 	 	 	 
	 	
              By:

            	
              /s/ David McCauley

            
	 	 	
              Name:

            	
              David McCauley

            
	 	 	
              Title:

            	
              Senior Vice President

            


    

    

      Third
        Amendment Signature Page

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

    

    
      	 	
              UBS
                SECURITIES LLC,
                as Syndication Agent 

            
	 	 	 	 
	 	
              By:

            	
              /s/
                Richard L. Tavrow

            
	 	 	
              Name:

            	
              Richard
                L. Tavrow

            
	 	 	
              Title:

            	
              Director

            
	 	 	 	 
	 	
              By:

            	
              /s/
                Irja R. Otsa

            
	 	 	
              Name:

            	
              Irja
                R. Otsa

            
	 	 	
              Title:

            	
              Associate
                Director

            


    

    

      Third
        Amendment Signature Page


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

    

    
      	 	 	 	 
	 	
              UBS
                LOAN FINANCE,
                as a Lender

            
	 	 	 	 
	 	
              By:

            	
              /s/
                Richard L. Tavrow

            
	 	 	
              Name:

            	
              Richard
                L. Tavrow

            
	 	 	
              Title:

            	
              Director

            
	 	 	 	 
	 	
              By:

            	
              /s/
                Mary E. Evans

            
	 	 	
              Name:

            	
              Mary
                E. Evans

            
	 	 	
              Title:

            	
              Associate
                Director

            
	 	 	 	 


    

    

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        Amendment Signature Page

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

    

    
      	 	
              WELLS
                FARGO BANK, NATIONAL

              ASSOCIATION,
                as Co-Documentation Agent and

              as
                a Lender

            
	 	 	 	 
	 	
              By:

            	
              /s/
                Greg Campbell

            
	 	 	
              Name:

            	
              Greg
                Campbell

            
	 	 	
              Title:

            	
              Vice
                President

            
	 	 	 	 


    

    

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        Amendment Signature Page

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

    

    
      	 	
              COMERICA
                BANK,
                as Co-Documentation Agent

              and
                as a Lender

            
	 	 	 	 
	 	
              By:

            	
              /s/
                William B. Dridge

            
	 	 	
              Name:

            	
              William
                B. Dridge

            
	 	 	
              Title:

            	
              Vice
                President

            


    

    

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        Amendment Signature Page

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     


    
      	 	
              WACHOVIA
                BANK, NATIONAL

              ASSOCIATION,
                as
                Co-Documentation Agent and

              as
                a Lender

            
	 	 
	 	 
	 	
              By:

            	
              /s/
                Jennifer L. Norris

            
	 	 	
              Name:

            	
              Jennifer
                L. Norris

            
	 	 	
              Title:

            	
              Senior
                Vice President

            


    

    


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      Amendment Signature Page


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              SUNTRUST
                BANK,
                as
                a Lender

            
	 	 	 
	 	
              By:

            	
              /s/
                Steven Deily

            
	 	 	
              Name:

            	
              Steven
                Deily

            
	 	 	
              Title:

            	
              Managing
                Director

            


    

    


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      Amendment Signature Page



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              U.S.
                BANK NATIONAL ASSOCIATION,
                as
                a

              Lender

            
	 	 	 
	 	
              By:

            	
              /s/
                John T. Prigge

            
	 	 	
              Name:

            	
              John
                T. Prigge

            
	 	 	
              Title:

            	
              Assistant
                Vice President

            


    

    


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      Amendment Signature Page


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              CAPITAL
                ONE, N.A.,
                as
                a Lender

            
	 	 	 
	 	
              By:

            	
              /s/
                Mary Jo Hoch

            
	 	 	
              Name:

            	
              Mary
                Jo Hoch

            
	 	 	
              Title:

            	
              Senior
                Vice President

            


    

    


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      Amendment Signature Page



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              GENERAL
                ELECTRIC CAPITAL

              CORPORATION,
                as a Lender

            
	 	 	 
	 	
              By:

            	
              /s/
                Maura Fitzgerald

            
	 	 	
              Name:

            	
              Maura
                Fitzgerald

            
	 	 	
              Title:

            	
              Duly
                Authorized Signatory

            


    

    


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      Amendment Signature Page



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              ACKNOWLEDGED
                AND AGREED AS OF THE

              FIRST
                DAY ABOVE WRITTEN:

            
	 	 
	 	
              BROOKHOLLOW
                CORPORATION

            
	 	
              BROOK
                HOLLOW PROPERTIES, INC.

            
	 	
              BROOKHOLLOW
                OF ALEXANDRIA, INC.

            
	 	
              BROOKHOLLOW
                OF VIRGINIA, INC.

            
	 	
              SOUTHWESTERN
                FINANCIAL CORPORATION

            
	 	
              CREOLE
                CORPORATION

            
	 	
              PARTIN
                LIMESTONE PRODUCTS, INC.

            
	 	
              RIVERSIDE
                CEMENT HOLDINGS COMPANY

            
	 	
              TXI
                AVIATION, INC.

            
	 	
              TXI
                CEMENT COMPANY

            
	 	
              TXI
                RIVERSIDE INC.

            
	 	
              TXI
                TRANSPORTATION COMPANY

            
	 	
              TXI
                CALIFORNIA INC.

            
	 	
              PACIFIC
                CUSTOM MATERIALS, INC.

            
	 	
              TXI
                POWER COMPANY

            
	 	
              TEXAS
                INDUSTRIES HOLDINGS, LLC

            
	 	
              TEXAS
                INDUSTRIES TRUST

            
	 	
              TXI
                LLC

            
	 	
              TXI
                OPERATING TRUST

            
	 	 	 
	 	
              By:

            	
              /s/
                Kenneth R. Allen

            
	 	 	
              Name:

            	
              Kenneth
                R. Allen

            
	 	 	
              Title:

            	
              Authorized
                Officer

            


    

    


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      Amendment Signature Page



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              RIVERSIDE
                CEMENT COMPANY

            
	 	 	 
	 	
              By:

            	
              /s/
                Kenneth R. Allen

            
	 	 	
              Name:

            	
              Kenneth
                R. Allen

            
	 	 	
              Title:

            	
              Assistant
                General Manager - Finance

            
	 	 	 
	 	
              TXI
                OPERATIONS, LP

            
	 	 	 
	 	
              By:

            	
              TXI
                Operating Trust, its general partner

            
	 	 	 
	 	
              By:

            	
              /s/
                Kenneth R. Allen

            
	 	 	
              Name:

            	
              Kenneth
                R. Allen

            
	 	 	
              Title:

            	
              Vice
                President-Chief Financial

            
	 	 	 	
              Officer

            


    

    


    Third
      Amendment Signature Page