Texas Industries,
Inc.
7¼% SENIOR NOTES DUE
2013
Second Supplemental
Indenture
Dated as of August 18,
2008
to
Indenture
Dated as of July 6, 2005
Wells Fargo Bank, National
Association
Trustee
SECOND
SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”),
dated as of August 18, 2008, between TEXAS INDUSTRIES, INC., a
Delaware corporation (the “Company”), certain of its
subsidiaries and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee
(the “Trustee”), under an Indenture dated as of July 6,
2005 as supplemented by the First Supplemental Indenture dated as
of August 18, 2008 (the “Indenture”).
WITNESSETH:
WHEREAS,
Section 9.02 of the Indenture provides, among other things, that
the Company, the Guarantors and the Trustee may amend or supplement
the Indenture or the Notes with the consent of the Holders of at
least a majority in principal amount of the Notes then outstanding;
and
WHEREAS, all
things necessary to make this Supplemental Indenture a valid
supplement to the Indenture in accordance with its terms have been
done.
NOW, THEREFORE,
the parties hereto hereby agree as follows:
Section
1. Effectiveness of Supplemental
Indenture . This
Supplemental Indenture shall become effective as of the date
hereof.
Section
2. Amendments to Indenture . Section 4.07(a)(iv)(C) of the Indenture will
be deleted in its entirety and replaced by the
following:
(C) such Restricted Payment, together with the
aggregate amount of all other Restricted Payments made by the
Company and its Restricted Subsidiaries after the Issue Date
(excluding Restricted Payments permitted by Sections (ii), (iii),
(iv), (v) and (vii) of Section 4.07 (b) below), is less than the
sum, without duplication, of:
(1) 50% of the Consolidated Net Income of the
Company for the period (taken as one accounting period) from the
beginning of the first fiscal quarter commencing after the Issue
Date to the end of the Company's most recently ended fiscal quarter
for which internal financial statements are available at the time
of such Restricted Payment (or, if such Consolidated Net Income for
such period is a deficit, less 100% of such deficit),
plus
(2) 100% of the aggregate net cash proceeds
received by the Company since the Issue Date as a contribution to
its common equity capital or from the issue or sale of Equity
Interests of the Company (other than
