Twelfth Supplemental Indenture, dated as of August 5, 2021, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, LLC, as trustee
Exhibit 4.2
D.R. HORTON, INC.,
THE GUARANTORS PARTY HERETO,
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
as
Trustee
TWELFTH SUPPLEMENTAL INDENTURE
Dated as of August 5, 2021
Supplementing the Indenture
Dated as of May 1, 2012
with respect to the
4.375% Senior Notes due 2022
4.750% Senior Notes due 2023
5.750% Senior Notes due 2023
THIS TWELFTH SUPPLEMENTAL INDENTURE, dated as of August 5, 2021 (the Effective Date), to the Indenture, dated as of May 1, 2012 (as amended, modified or supplemented from time to time in accordance therewith, the Indenture), by and among D.R. HORTON, INC., a Delaware corporation (the Company), the ADDITIONAL GUARANTORS (as defined herein), the EXISTING GUARANTORS (which include all entities listed as an Existing Guarantor on the signature pages hereof), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as trustee (the Trustee).
RECITALS
WHEREAS, the Company and the Trustee entered into the Indenture to provide for the issuance from time to time of senior debt securities (the Securities) to be issued in one or more series as the Indenture provides;
WHEREAS, pursuant to the Second Supplemental Indenture, dated as of September 14, 2012, among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 4.375% Senior Notes due 2022 (the 4.375% Notes);
WHEREAS, pursuant to the Fourth Supplemental Indenture, dated as of February 5, 2013, among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 4.750% Senior Notes due 2023 (the 4.750% Notes);
WHEREAS, pursuant to the Sixth Supplemental Indenture, dated as of August 5, 2013, among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 5.750% Senior Notes due 2023 (the 5.750% Notes, and, together with the 4.375% Notes and the 4.750% Notes, the Notes);
WHEREAS, the Company has organized certain new Subsidiaries of the Company (the Additional Guarantors) and intends to cause such Additional Guarantors to guarantee future issuances of the Companys Publicly Traded Debt Securities;
WHEREAS, pursuant to Section 4.05 of the Indenture, if any Subsidiary of the Company that is not a Guarantor shall guarantee any of the Companys Publicly Traded Debt Securities, then such Subsidiary is required to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary shall unconditionally guarantee all of the Companys obligations under the Notes on the terms set forth in the Indenture; and
WHEREAS, the execution of this Twelfth Supplemental Indenture has been duly authorized by the Executive Committee of the Board of Directors of the Company and the applicable sole member of each of the Additional Guarantors and all things necessary to make this Twelfth Supplemental Indenture a legal, valid, binding and enforceable obligation of the Company and each of the Additional Guarantors according to its terms have been done and performed.
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NOW THEREFORE, for and in consideration of the premises, the Company, the Existing Guarantors and the Additional Guarantors covenant and agree with the Trustee for the equal and ratable benefit of the respective holders of the Notes, as follows:
ARTICLE I.
ADDITIONAL GUARANTORS
1.1. In accordance with Section 4.05 of the Indenture and as provided in Article Nine of the Indenture and the Form of Notation on Security Relating to Guarantee attached thereto, the following Additional Guarantors hereby unconditionally guarantee, effective as of the Effective Date, all of the Companys obligations under the Notes and the Indenture, as it relates to the Notes, on the terms set forth in the Indenture, including without limitation Article Nine thereof:
Name | Jurisdiction of Organization | |
DRH Regrem LVI, LLC | Delaware | |
DRH Regrem LVII, LLC | Delaware | |
DRH Regrem LVIII, LLC | Delaware | |
DRH Regrem LIX, LLC | Delaware | |
DRH Regrem LX, LLC | Delaware | |
DRH Regrem LXI, LLC | Delaware | |
DRH Regrem LXII, LLC | Delaware | |
DRH Regrem LXIII, LLC | Delaware | |
DRH Regrem LXIV, LLC | Delaware | |
DRH Regrem LXV, LLC | Delaware |
1.2 The Trustee is hereby authorized to add the above-named Additional Guarantors to the list of Guarantors on the Guarantees affixed to the Notes.
ARTICLE II.
MISCELLANEOUS
2.1. This Twelfth Supplemental Indenture constitutes a supplement to the Indenture, and the Indenture and this Twelfth Supplemental Indenture shall be read together and shall have the effect so far as practicable as though all of the provisions thereof and hereof are contained in one instrument.
2.2 The parties may sign any number of copies of this Twelfth Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
2.3 In the event that any provision in this Twelfth Supplemental Indenture or the Notes shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
2.4 The article headings herein are for convenience only and shall not affect the construction hereof.
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2.5 Any capitalized term used in this Twelfth Supplemental Indenture and not defined herein that is defined in the Indenture shall have the meaning specified in the Indenture, unless the context shall otherwise require.
2.6 All covenants and agreements in this Twelfth Supplemental Indenture by the Company, the Existing Guarantors and the Additional Guarantors shall bind each of their successors and assigns, whether so expressed or not. All agreements of the Trustee in this Twelfth Supplemental Indenture shall bind its successors and assigns.
2.7 The laws of the State of New York shall govern this Twelfth Supplemental Indenture, the Notes and the Guarantees.
2.8 Except as amended by this Twelfth Supplemental Indenture, the terms and provisions of the Indenture shall remain in full force and effect.
2.9 This Twelfth Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or of any Subsidiary. Any such indenture, loan or debt agreement may not be used to interpret this Twelfth Supplemental Indenture.
2.10 All liability described in paragraph 11 of the Notes of any director, officer, employee or stockholder, as such, of the Company is waived and released.
2.11 The Trustee accepts the modifications of the trust effected by this Twelfth Supplemental Indenture, but only upon the terms and conditions set forth in the Indenture. Without limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness of the recitals herein contained, which shall be taken as the statements of the Company, and the Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity or execution or sufficiency of this Twelfth Supplemental Indenture and the Trustee make no representation with respect thereto.
[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Twelfth Supplemental Indenture to be duly executed, all as of the day and year first above written.
D.R. HORTON, INC. | ||
By: | /s/ Bill W. Wheat | |
Bill W. Wheat | ||
Executive Vice President and | ||
Chief Financial Officer |
[Signature page to the Twelfth Supplemental Indenture]
EXISTING GUARANTORS:
C. RICHARD DOBSON BUILDERS, INC. | CH INVESTMENTS OF TEXAS, INC. | |
CHTEX OF TEXAS, INC. | CONTINENTAL HOMES, INC. | |
CONTINENTAL RESIDENTIAL, INC. | D.R. HORTON, INC. - BIRMINGHAM | |
D.R. HORTON, INC. -CHICAGO | D.R. HORTON, INC. - DIETZ-CRANE | |
D.R. HORTON, INC. - GREENSBORO | D.R. HORTON, INC. - GULF COAST | |
D.R. HORTON, INC. - HUNTSVILLE | D.R. HORTON, INC. - JACKSONVILLE | |
D.R. HORTON, INC. - LOUISVILLE | D.R. HORTON, INC. - MIDWEST | |
D.R. HORTON, INC. - MINNESOTA | D.R. HORTON, INC. - NEW JERSEY | |
D.R. HORTON, INC. - PORTLAND | D.R. HORTON, INC. - TORREY | |
D.R. HORTON BAY, INC. | D.R. HORTON CA2, INC. | |
D.R. HORTON CA3, INC. | D.R. HORTON CRUCES CONSTRUCTION, INC. | |
D.R. HORTON LA NORTH, INC. | D.R. HORTON LOS ANGELES HOLDING COMPANY, INC. | |
D.R. HORTON MATERIALS, INC. | D.R. HORTON VEN, INC. | |
DRH CONSTRUCTION, INC. | DRH PHOENIX EAST CONSTRUCTION, INC. | |
DRH REGREM XIV, INC. | DRH REGREM XV, INC. | |
DRH REGREM XVI, INC. | DRH REGREM XVII, INC. | |
DRH REGREM XVIII, INC. | DRH REGREM XIX, INC. | |
DRH REGREM XX, INC. | DRH REGREM XXI, INC. | |
DRH REGREM XXII, INC. | DRH REGREM XXIII, INC. | |
DRH REGREM XXIV, INC. | DRH REGREM XXV, INC. | |
DRH SOUTHWEST CONSTRUCTION, INC. | DRH TUCSON CONSTRUCTION, INC. | |
KDB HOMES, INC. | MEADOWS I, LTD. | |
MEADOWS II, LTD. | MEADOWS VIII, LTD. | |
MEADOWS IX, INC. | MEADOWS X, INC. | |
MELODY HOMES, INC. | SCHULER HOMES OF ARIZONA LLC | |
SCHULER HOMES OF CALIFORNIA, INC. | SCHULER HOMES OF OREGON, INC. | |
SCHULER HOMES OF WASHINGTON, INC. | SHA CONSTRUCTION LLC | |
SHLR OF CALIFORNIA, INC. | SHLR OF NEVADA, INC. | |
SHLR OF WASHINGTON, INC. | SRHI LLC | |
SSHI LLC | VERTICAL CONSTRUCTION CORPORATION | |
WESTERN PACIFIC HOUSING, INC. | WESTERN PACIFIC HOUSING MANAGEMENT, INC. |
By: | /s/ Bill W. Wheat | |||||
Bill W. Wheat | ||||||
Executive Vice President and Chief Financial Officer |
[Signature page to the Twelfth Supplemental Indenture]
CONTINENTAL HOMES OF TEXAS, L.P. | ||||
By: | CHTEX of Texas, Inc., | |||
its General Partner | ||||
By: | /s/ Bill W. Wheat | |||
Bill W. Wheat | ||||
Executive Vice President and Chief Financial Officer | ||||
D.R. HORTON - EMERALD, LTD. | ||||
D.R. HORTON - TEXAS, LTD. | ||||
D.R. HORTON MANAGEMENT COMPANY, LTD. | ||||
DRH REGREM VII, LP | ||||
DRH REGREM XII, LP | ||||
By: | Meadows I, Ltd., | |||
its General Partner | ||||
By: | /s/ Bill W. Wheat | |||
Bill W. Wheat | ||||
Executive Vice President and Chief Financial Officer | ||||
SGS COMMUNITIES AT GRANDE QUAY L.L.C. | ||||
By: | Meadows IX, Inc., | |||
a Member | ||||
By: | /s/ Bill W. Wheat | |||
Bill W. Wheat | ||||
Executive Vice President and Chief Financial Officer | ||||
and | ||||
By: | Meadows X, Inc., | |||
a Member | ||||
By: | /s/ Bill W. Wheat | |||
Bill W. Wheat | ||||
Executive Vice President and Chief Financial Officer | ||||
DRH CAMBRIDGE HOMES, LLC | ||||
By: | D.R. Horton, Inc. -Chicago, | |||
its Sole Member | ||||
By: | /s/ Bill W. Wheat | |||
Bill W. Wheat | ||||
Executive Vice President and Chief Financial Officer |
[Signature page to the Twelfth Supplemental Indenture]
HPH HOMEBUILDERS 2000 L.P. | ||||
WESTERN PACIFIC HOUSING-ANTIGUA, LLC | ||||
WESTERN PACIFIC HOUSING-BROADWAY, LLC | ||||
WESTERN PACIFIC HOUSING-CANYON PARK, LLC | ||||
WESTERN PACIFIC HOUSING-CARRILLO, LLC | ||||
WESTERN PACIFIC HOUSING-COMMUNICATIONS HILL, LLC | ||||
WESTERN PACIFIC HOUSING-COPPER CANYON, LLC | ||||
WESTERN PACIFIC HOUSING-CREEKSIDE, LLC | ||||
WESTERN PACIFIC HOUSING-LOMAS VERDES, LLC | ||||
WESTERN PACIFIC HOUSING-MCGONIGLE CANYON, LLC | ||||
WESTERN PACIFIC HOUSING - MOUNTAINGATE, L.P. | ||||
WESTERN PACIFIC HOUSING-NORCO ESTATES, LLC | ||||
WESTERN PACIFIC HOUSING-PACIFIC PARK II, LLC | ||||
WESTERN PACIFIC HOUSING-PARK AVENUE EAST, LLC | ||||
WESTERN PACIFIC HOUSING-PARK AVENUE WEST, LLC | ||||
WESTERN PACIFIC HOUSING-PLAYA VISTA, LLC | ||||
WESTERN PACIFIC HOUSING-RIVER RIDGE, LLC | ||||
WESTERN PACIFIC HOUSING-TERRA BAY DUETS, LLC | ||||
WESTERN PACIFIC HOUSING-TORREY MEADOWS, LLC | ||||
WESTERN PACIFIC HOUSING-TORREY VILLAGE CENTER, LLC | ||||
WESTERN PACIFIC HOUSING-WINDEMERE, LLC | ||||
WPH-CAMINO RUIZ, LLC | ||||
By: | Western Pacific Housing Management, Inc., | |||
its Manager, Sole Member or General Partner | ||||
By: | /s/ Bill W. Wheat | |||
Bill W. Wheat | ||||
Executive Vice President and Chief Financial Officer | ||||
D.R. HORTON HAWAII LLC | ||||
By: | Vertical Construction Corporation, | |||
its Manager | ||||
By: | /s/ Bill W. Wheat | |||
Bill W. Wheat | ||||
Executive Vice President and Chief Financial Officer | ||||
LEXINGTON HOMES - DRH, LLC | ||||
PACIFIC RIDGE - DRH, LLC | ||||
By: | SHLR of Washington, Inc., | |||
its Sole Member | ||||
By: | /s/ Bill W. Wheat | |||
Bill W. Wheat | ||||
Executive Vice President and Chief Financial Officer |
[Signature page to the Twelfth Supplemental Indenture]
D.R. HORTON - CROWN, LLC | ||||||||||
D.R. HORTON - GEORGIA, LLC | ||||||||||
D.R. HORTON - HIGHLAND, LLC | ||||||||||
D.R. HORTON IOWA, LLC | ||||||||||
D.R. HORTON - NEBRASKA, LLC | ||||||||||
D.R. HORTON - REGENT, LLC | ||||||||||
D.R. HORTON - TERRAMOR, LLC | ||||||||||
D.R. HORTON WPH, LLC | ||||||||||
D.R. HORTON SERENITY CONSTRUCTION, LLC | ||||||||||
DRH REGREM XLV, LLC | ||||||||||
DRH REGREM XLVI, LLC | ||||||||||
DRH REGREM XLVII, LLC | ||||||||||
DRH REGREM XLVIII, LLC | ||||||||||
DRH REGREM XLIX, LLC | ||||||||||
DRH REGREM L, LLC | ||||||||||
DRH REGREM LI, LLC | ||||||||||
DRH REGREM LII, LLC | ||||||||||
DRH REGREM LIII, LLC | ||||||||||
DRH REGREM LIV, LLC | ||||||||||
DRH REGREM LV, LLC | ||||||||||
By: | D.R. Horton, Inc. | |||||||||
its Sole Member | ||||||||||
By: | /s/ Bill W. Wheat | |||||||||
Bill W. Wheat | ||||||||||
Executive Vice President and Chief Financial Officer | ||||||||||
D.R. HORTON CA4, LLC | ||||||||||
By: | Western Pacific Housing, Inc. | |||||||||
its Sole Member | ||||||||||
By: | /s/ Bill W. Wheat | |||||||||
Bill W. Wheat | ||||||||||
Executive Vice President and Chief Financial Officer | ||||||||||
D.R. HORTON - CHAUSTIN, LLC | ||||||||||
By: | Continental Homes of Texas, L.P. | |||||||||
its Sole Member | ||||||||||
By: | CHTEX of Texas, Inc. | |||||||||
its General Partner | ||||||||||
By: | /s/ Bill W. Wheat | |||||||||
Bill W. Wheat | ||||||||||
Executive Vice President and Chief Financial Officer |
[Signature page to the Twelfth Supplemental Indenture]
D.R. HORTON - INDIANA, LLC | ||||||||||
By: | D.R. Horton, Inc. - Midwest | |||||||||
its Member | ||||||||||
By: | /s/ Bill W. Wheat | |||||||||
Bill W. Wheat | ||||||||||
Executive Vice President and Chief Financial Officer | ||||||||||
D.R. HORTON - COLORADO, LLC | ||||||||||
D.R. HORTON - WYOMING, LLC | ||||||||||
By: | Melody Homes, Inc. | |||||||||
its Member | ||||||||||
By: | /s/ Bill W. Wheat | |||||||||
Bill W. Wheat | ||||||||||
Executive Vice President and Chief Financial Officer | ||||||||||
DRH - HWY 114, LLC | ||||||||||
D.R. HORTON - CORPUS CHRISTI, LLC | ||||||||||
D.R. HORTON - PERMIAN, LLC | ||||||||||
By: | D.R. Horton - Texas, Ltd., | |||||||||
its Member | ||||||||||
By: | Meadows I, Ltd., | |||||||||
its General Partner | ||||||||||
By: | /s/ Bill W. Wheat | |||||||||
Bill W. Wheat | ||||||||||
Executive Vice President and Chief Financial Officer | ||||||||||
WALKER DRIVE, LLC | ||||||||||
By: | D.R. Horton BAY, Inc. | |||||||||
its Member | ||||||||||
By: | /s/ Bill W. Wheat | |||||||||
Bill W. Wheat | ||||||||||
Executive Vice President and Chief Financial Officer |
[Signature page to the Twelfth Supplemental Indenture]
ADDITIONAL GUARANTORS: | ||||||||||
DRH REGREM LVI, LLC | ||||||||||
DRH REGREM LVII, LLC | ||||||||||
DRH REGREM LVIII, LLC | ||||||||||
DRH REGREM LIX, LLC | ||||||||||
DRH REGREM LX, LLC | ||||||||||
DRH REGREM LXI, LLC | ||||||||||
DRH REGREM LXII, LLC | ||||||||||
DRH REGREM LXIII, LLC | ||||||||||
DRH REGREM LXIV, LLC | ||||||||||
DRH REGREM LXV, LLC | ||||||||||
By: | D.R. Horton, Inc., | |||||||||
its Sole Member | ||||||||||
By: | /s/ Bill W. Wheat | |||||||||
Bill W. Wheat | ||||||||||
Executive Vice President and Chief Financial Officer |
[Signature page to the Twelfth Supplemental Indenture]
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC | ||||||||||
as Trustee | ||||||||||
By: | /s/ Paul H. Kim | |||||||||
Name: | Paul H. Kim | |||||||||
Title: | Assistant General Counsel |
[Signature page to the Twelfth Supplemental Indenture]