Second Amendment to Second Amended and Restated Credit Agreement

THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of March 24, 2010, by and among TEXAS INDUSTRIES, INC., a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), and the financial institutions named on the signature pages hereto.

WHEREAS, the Borrower, the Administrative Agent and the lenders named therein are parties to that certain Second Amended and Restated Credit Agreement dated as of June 19, 2009 (as amended, the “Credit Agreement”) (capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement);

WHEREAS, the Borrower desires to amend certain terms of the Credit Agreement and the Required Lenders have agreed to such amendments on the terms and conditions of this Amendment;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound hereby, the parties hereby agree as follows:

Section 1. Amendments. Effective as of the Effective Date (defined below), Section 7.06 (Restricted Payments) of the Credit Agreement is amended to (i) restate clause (c) thereof in its entirety and (ii) add a new clause (d) thereto immediately following such restated clause (c), in each case as follows:

(c) the Borrower may declare and make cash Dividends ratably to the holders of its common stock in an amount not exceeding (i) $2,500,000 in any single instance (which shall not occur more than four times in any calendar year) or (ii) $10,000,000 in the aggregate during any calendar year, provided that immediately before and after giving effect to any such Dividend there shall exist no Default and, for the 30 consecutive calendar days immediately preceding the declaration of such Dividend and on the date of such declaration after giving pro forma effect to such Dividend, Availability shall exceed the greater of $60,000,000 or 30% of the Aggregate Commitments at all times; and

(d) the Borrower may declare and make other Restricted Payments payable in cash, provided that immediately before and after giving effect to any such Restricted Payment there shall exist no Default and the Minimum Covenant Threshold shall be satisfied.

Section 2. Effectiveness. This Amendment shall be effective automatically and without the necessity of any further action when the Administrative Agent has received (a) counterparts hereof duly executed by the Borrower and the Required Lenders and (b) a consent executed by the Guarantors pursuant to which each Guarantor consents to the amendment of the Credit Agreement contemplated hereby and reaffirms its obligations under the Guaranty (such date, the “Effective Date”).

Section 3. Reaffirmation of Representations and Warranties. To induce the Required Lenders to enter into this Amendment, the Borrower hereby represents and warrants that, except to the extent such representations and warranties specifically refer to an earlier date, each representation and warranty of the Borrower contained in the Credit Agreement and the other Loan Documents is true and correct in all material respects on the date hereof and after giving effect to the amendments set forth herein.

4.1 Reaffirmation of Loan Documents; Liens. All of the terms and provisions of the Credit Agreement and the other Loan Documents shall, except as amended and modified hereby, remain in full force and effect. The Borrower agrees that the amendments and modifications herein contained shall in no manner adversely affect or impair the Obligations or the Liens securing payment and performance thereof.

4.2 Parties in Interest. All of the terms and provisions of this Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.

4.3 Counterparts. This Amendment may be executed in counterparts, and all parties need not execute the same counterpart. Facsimiles shall be effective as originals.

4.4 Complete Agreement. THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES.

4.5 Headings. The headings and captions used in this Amendment are for convenience only and shall not be deemed to limit, amplify or modify the terms of this Amendment, nor affect the meaning thereof.

4.6 Governing Law. This Amendment shall be governed by, and construed in accordance with, the law of the State of Texas.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers on the date and year first above written.

[Signature Page to Second Amendment to Second Amended and Restated Credit Agreement]


UBS LOAN FINANCE, as a Lender

By:		/s/ Irja R. Otsa
Name: Irja R. Otsa
Title: Associate Director

By:		/s/ Mary E. Evans
Name: Mary E. Evans
Title: Associate Director

[Signature Page to Second Amendment to Second Amended and Restated Credit Agreement]

Each Guarantor hereby consents and agrees to the amendment of the Credit Agreement pursuant to this Amendment and further agrees that the Guaranty shall remain in full force and effect and shall continue to be the legal, valid and binding obligation of such Guarantor enforceable against it in accordance with the terms thereof.


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/ T. Lesley Vines
Name: T. Lesley Vines
Title: Authorized Officer

RIVERSIDE CEMENT COMPANY

By:		/s/ T. Lesley Vines
Name: T. Lesley Vines
Title: Assistant General Manager-Controller and Assistant Treasurer

[Signature Page to Second Amendment to Second Amended and Restated Credit Agreement]


ADMINISTRATIVE AGENT AND LENDERS: BANK OF AMERICA, N.A., as Administrative Agent and a Lender

By:		/s/ James B. Allin
Name: James B. Allin
Title: Senior Vice President


WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender

By:		/s/ Greg Campbell
Name: Greg Campbell
Title: VP, Senior Relationship Manager


COMERICA BANK, as a Lender

By:		/s/ Catherine Meister Young
Name: Catherine Meister Young
Title: Vice President


SUNTRUST BANK, as a Lender

By:		/s/ Angela Leake
Name: Angela Leake
Title: Vice President


U.S. BANK NATIONAL ASSOCIATION, as a Lender

By:		/s/ Matthew Kasper
Name: Matthew Kasper
Title: Relationship Manager


BORROWER: TEXAS INDUSTRIES, INC., a Delaware corporation

By:		/s/ T. Lesley Vines
Name: T. Lesley Vines
Title: Vice President-Corporate Controller/Assistant Treasurer


CAPITAL ONE, N.A., as a Lender

By:		/s/ Mary Jo Hoch
Name: Mary Jo Hoch
Title: Senior Vice President


GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender

By:		/s/ Dwayne Coker
Name: Dwayne Coker
Title: Duly Authorized Signatory


TXI OPERATIONS, LP

By:		TXI Operating Trust, its general partner

By:		/s/ T. Lesley Vines
Name: T. Lesley Vines
Title: Vice President-Corporate Controller/Assistant Treasurer