THIS GLOBAL
NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF
THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON
UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH
NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE
INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT
IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION
PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE
MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
CONSENT OF THE COMPANY.
THIS NOTE AND
THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE, THE
GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS
SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS
NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF
AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO
THE DATE WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE
DATE HEREOF AND THE LAST DATE ON WHICH TEXAS INDUSTRIES, INC.
(“TEXAS INDUSTRIES”) OR ANY AFFILIATE OF TEXAS
INDUSTRIES WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED
HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED
HEREON) (THE “RESALE RESTRICTION TERMINATION DATE”)
ONLY (A) TO TEXAS INDUSTRIES OR ANY SUBSIDIARY THEREOF, (B)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE NOTES AND THE GUARANTEES
ENDORSED THEREON ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT
REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL
BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS
THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT (E) PURSUANT TO AN EXEMPTION
FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
AVAILABLE) OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO TEXAS
INDUSTRIES’ AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER (1) PURSUANT TO CLAUSE (D) PRIOR TO THE END
OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSES (E) OR
(F) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM, AND (2) IN EACH OF THE
FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE
FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE
TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE
REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE.
BY VIRTUE OF
ITS ACCEPTANCE OF THIS NOTE, EACH HOLDER HEREOF CONSENTS TO, AND
SHALL BE DEEMED TO CONSENT TO AN AMENDMENT TO THE INDENTURE
REFERRED TO BELOW, WHICH CONSENT AND AMENDMENT ARE DESCRIBED IN THE
COMPANY’S OFFERING MEMORANDUM DATED AS OF AUGUST 7, 2008 AND
CONSENT SOLICITATION STATEMENT DATED AS OF AUGUST 7, 2008. SUCH
CONSENT SHALL BE EFFECTIVE UPON ISSUANCE OF THIS NOTE AND SHALL
BIND THE INITIAL HOLDER, AND ALL FUTURE HOLDERS, HEREOF.
THIS NOTE IS
ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET
SEQ. OF THE INTERNAL REVENUE CODE. A HOLDER MAY OBTAIN THE ISSUE
PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, CLOSING DATE AND YIELD TO
MATURITY FOR SUCH NOTE BY SUBMITTING A REQUEST FOR SUCH INFORMATION
TO THE ISSUER AT THE FOLLOWING ADDRESS: TEXAS INDUSTRIES, INC.,
1341 W. MOCKINGBIRD LANE, DALLAS, TEXAS 75247, ATTENTION: FREDERICK
ANDERSON, VICE PRESIDENT - GENERAL COUNSEL, AND
SECRETARY.
CUSIP 882491 AM5
**$299,945,000.00**
TEXAS INDUSTRIES, INC.
7¼% Senior Notes due
2013
Issue
Date: August 18, 2008
Texas Industries, Inc., a Delaware corporation
(the “ Company ”, which term includes any
successor under the Indenture hereinafter referred to), for value
received, promises to pay to CEDE & CO., or its registered
assigns, the principal sum of Two Hundred Ninety Nine Million Nine
Hundred Forty Five Thousand Dollars ($299,945,000.00) on July 15,
2013.
Interest
Payment Dates: January 15 and July 15, commencing January 15,
2009.
Record Dates:
January 1 and July 1.
Reference is hereby made to the further
provisions of this Note set forth on the reverse hereof, which
further provisions shall for all purposes have the same effect as
if set forth at this place.
[ATTACH NOTATION OF GUARANTEE FOR
EACH GUARANTOR]
IN WITNESS WHEREOF, the Company has caused this
Note to be signed manually or by facsimile by its duly authorized
officers.
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By:
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Name:
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Kenneth R.
Allen
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Title:
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Vice President,
Finance and Chief Financial Officer
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By:
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Name:
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Sharon M.
Ellis
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Title:
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Treasurer
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(Trustee's Certificate of
Authentication)
This is one of
the 7¼% Senior Notes due 2013 described in the
within-mentioned Indenture.
Dated:
WELLS FARGO
BANK, NATIONAL ASSOCIATION,
as
Trustee
TEXAS INDUSTRIES, INC.
7¼% Senior Notes due
2013
Capitalized terms used herein shall have the
meanings assigned to them in the Indenture referred to below unless
otherwise indicated.
1. Interest . The Company promises to pay interest on the
principal amount of this Note at 7¼% per annum from the date
hereof until maturity and shall pay the Liquidated Damages, if any,
payable pursuant to Section 5 of the Registration Rights
Agreement referred to below. The Company shall pay interest and
Liquidated Damages, if any, semi-annually in arrears on January 15
and July 15 of each year, or if any such day is not a Business Day,
on the next succeeding Business Day (each an “ Interest
Payment Date ”). Interest on the Notes shall accrue from
the most recent date to which interest has been paid or, if no
interest has been paid, from the date of original issuance;
provided that if there is no existing Default in the
payment of interest, and if this Note is authenticated between a
record date referred to on the face hereof and the next succeeding
Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided further that
the first Interest Payment Date shall be January 15, 2009 and that
interest on that date shall accrue from July 15, 2008. The Company
shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and
premium, if any, from time to time on demand at a rate that is 1%
per annum in excess of the rate then in effect; it shall pay
interest (including post-petition interest in any proceeding under
any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages (without regard to any applicable grace periods)
from time to time on demand at the same rate to the extent
lawful. Interest shall be computed on the basis of a 360-day
year of twelve 30-day months.
2. Method of Payment . The Company shall pay interest on the Notes
(except defaulted interest) and Liquidated Damages, if any, to the
Persons who are registered Holders of Notes at the close of
business on the record date immediately preceding the Interest
Payment Date, even if such Notes are canceled after such record
date and on or before such Interest Payment Date, except as
provided in Section 2.13 of the Indenture with respect to defaulted
interest. The Notes shall be payable as to principal, premium and
Liquidated Damages, if any, and interest at the office or agency of
the Company maintained for such purpose in The City of New York,
or, at the option of the Company, payment of interest and
Liquidated Damages, if any, may be made by check mailed to the
Holders at their addresses set forth in the register of Holders,
and provided that payment by wire transfer of immediately
available funds shall be required with respect to principal of and
interest, premium and Liquidated Damages, if any, on, all Global
Notes and to any Holder of $1.0 million or more of Notes which
shall have provided wire transfer instructions to the Company or
the Paying Agent. Such payment shall be in such coin or currency of
the United States of America as at the time of payment is legal
tender for payment of public and private debts.
3. Paying Agent and Registrar
. Initially, the Trustee under the
Indenture shall act as Paying Agent and Registrar. The Company may
change any Paying Agent or Registrar without notice to any Holder.
The Company or any of its Subsidiaries may act in any such
capacity.
4. Indenture . The Company issued the Notes under an
Indenture dated as of July 6, 2005, as amended or supplemented
(“ Indenture ”), among the Company, the
Guarantors and the Trustee. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended. The Notes
are subject to all such terms, and Holders are referred to the
Indenture and such Act for a statement of such terms. To the extent
any provision of this Note conflicts with the express provisions of
the Indenture, the provisions of the Indenture shall govern and be
controlling. The Indenture pursuant to which this Note is issued
provides that an unlimited aggregate principal amount of Additional
Notes may be issued thereunder.
5. Optional Redemption . (a) Except as set forth in paragraph 5(b)
below, the Company shall not have the option to redeem any Notes
prior to July 15, 2009. Thereafter, the Company shall have the
option to redeem the Notes, in whole or in part, upon not less than
30 nor more than 60 days' prior notice, at the redemption prices
(expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Liquidated Damages, if any, thereon
to the applicable redemption date, if redeemed during the
twelve-month period beginning on July 15 of the years indicated
below (subject to the right of Holders on the relevant record date
to receive interest due on the related interest payment
date):
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Year
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Percentage
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2009
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2010
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2011 and
thereafter
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Notwithstanding the foregoing, at any time prior
to July 15, 2008, the Company may redeem up to 35% of the aggregate
principal amount of Notes originally issued under the Indenture
(including any Additional Notes) at a redemption price of 107.250%
of the
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