D.R. HORTON, INC., THE GUARANTORS PARTY HERETO, and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Trustee THIRTY-FIRST SUPPLEMENTAL INDENTURE Dated as of February 5, 2013 Supplementingthe Indenture Dated as of June 9, 1997 with respect to the 6.875% Senior Notes due 2013 6.125% Senior Notes due 2014 2.00% Convertible Senior Notes due 2014 5.625% Senior Notes due 2014 5.25% Senior Notes due 2015 5.625% Senior Notes due 2016 6.5% Senior Notes due 2016
Exhibit 4.4
D.R. HORTON, INC.,
THE GUARANTORS PARTY HERETO,
and
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
as
Trustee
THIRTY-FIRST SUPPLEMENTAL INDENTURE
Dated as of February 5, 2013
Supplementing the Indenture
Dated as of June 9, 1997
with respect to the
6.875% Senior Notes due 2013
6.125% Senior Notes due 2014
2.00% Convertible Senior Notes due 2014
5.625% Senior Notes due 2014
5.25% Senior Notes due 2015
5.625% Senior Notes due 2016
6.5% Senior Notes due 2016
THIS THIRTY-FIRST SUPPLEMENTAL INDENTURE, dated as of February 5, 2013, to the Indenture, dated as of June 9, 1997 (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 Sixteenth Supplemental Indenture, dated as of April 17, 2003, among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 6.875% Senior Notes due 2013 (the 6.875% Notes);
WHEREAS, pursuant to the Nineteenth Supplemental Indenture, dated as of July 12, 2004, among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 6.125% Senior Notes due 2014 (the 6.125% Notes);
WHEREAS, pursuant to the Twentieth Supplemental Indenture, dated as of September 21, 2004, among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 5.625% Senior Notes due 2014 (the 5.625% Notes due 2014);
WHEREAS, pursuant to the Twenty-Second Supplemental Indenture, dated as of December 15, 2004, among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 5.625% Senior Notes due 2016 (the 5.625% Notes due 2016);
WHEREAS, pursuant to the Twenty-Third Supplemental Indenture, dated as of February 11, 2005, among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 5.25% Senior Notes due 2015 (the 5.25% Notes);
WHEREAS, pursuant to the Twenty-Seventh Supplemental Indenture, dated as of April 17, 2006, among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 6.5% Senior Notes due 2016 (the 6.5% Notes);
WHEREAS, pursuant to the Thirtieth Supplemental Indenture, dated as of May 13, 2009, among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 2.00% Convertible Senior Notes due 2014 (the 2.00% Convertible Notes, and together with the 6.875% Notes, 6.125% Notes, 5.625% Notes due 2014, 5.625% Notes due 2016, 5.25% Notes and 6.5% Notes, the Notes);
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WHEREAS, the Company has organized certain new Subsidiaries of the Company (the Additional Guarantors);
WHEREAS, the Company desires that each such Additional Guarantor unconditionally guarantee all of the Companys obligations under the Notes on the terms set forth in the Indenture;
WHEREAS, the execution of this Thirty-First Supplemental Indenture has been duly authorized by the Executive Committee of the Board of Directors of the Company and the Company as sole member of each of the Additional Guarantors and all things necessary to make this Thirty-First 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;
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 February 5, 2013, 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 XXVI, LLC | Delaware | |
DRH Regrem XXVII, LLC | Delaware | |
DRH Regrem XXVIII, LLC | Delaware | |
DRH Regrem XXIX, LLC | Delaware | |
DRH Regrem XXX, 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 Thirty-First Supplemental Indenture constitutes a supplement to the Indenture, and the Indenture and this Thirty-First 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.
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2.2 The parties may sign any number of copies of this Thirty-First 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 Thirty-First 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.
2.5 Any capitalized term used in this Thirty-First 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 Thirty-First 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 Thirty-First Supplemental Indenture shall bind its successors and assigns.
2.7 The laws of the State of New York shall govern this Thirty-First Supplemental Indenture, the Notes and the Guarantees.
2.8 Except as amended by this Thirty-First Supplemental Indenture, the terms and provisions of the Indenture shall remain in full force and effect.
2.9 This Thirty-First 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 Thirty-First Supplemental Indenture.
2.10 All liability described in paragraph 13 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 Thirty-First 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 Thirty-First Supplemental Indenture and the Trustee makes no representation with respect thereto.
[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Thirty-First 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 Thirty-First Supplemental Indenture]
EXISTING GUARANTORS: |
C. RICHARD DOBSON BUILDERS, INC. |
CH INVESTMENTS OF TEXAS, INC. |
CHI CONSTRUCTION COMPANY |
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. FRESNO |
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. MINNESOTA |
D.R. HORTON, INC. NEW JERSEY |
D.R. HORTON, INC. PORTLAND |
D.R. HORTON, INC. SACRAMENTO |
D.R. HORTON, INC. TORREY |
D.R. HORTON BAY, 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 CAMBRIDGE HOMES, INC. |
DRH 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. |
MELMORT CO. |
MELODY HOMES, INC. |
SCHULER HOMES OF CALIFORNIA, INC. |
SCHULER HOMES OF OREGON, INC. |
SCHULER HOMES OF WASHINGTON, INC. |
SCHULER MORTGAGE, INC. |
SCHULER REALTY HAWAII, INC. |
SHLR OF CALIFORNIA, INC. |
SHLR OF COLORADO, INC. |
SHLR OF NEVADA, INC. |
[Signature page to the Thirty-First Supplemental Indenture]
SHLR OF UTAH, INC. | ||
SHLR OF WASHINGTON, INC. | ||
VERTICAL CONSTRUCTION CORPORATION | ||
WESTERN PACIFIC FUNDING, INC. | ||
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 Thirty-First 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 MANAGEMENT COMPANY, LTD. | ||||
D.R. HORTON EMERALD, LTD. | ||||
D.R. HORTON TEXAS, 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, LLC | ||||
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 | ||||
D.R. HORTON SERENITY CONSTRUCTION, LLC | ||||
By: | D.R. Horton, Inc.Chicago, its Member | |||
By: | /s/ Bill W. Wheat | |||
Bill W. Wheat | ||||
Executive Vice President and Chief Financial Officer |
[Signature page to the Thirty-First Supplemental Indenture]
HPH HOMEBUILDERS 2000 L.P. |
WESTERN PACIFIC HOUSING, L.P. |
WESTERN PACIFIC HOUSING-ANTIGUA, LLC |
WESTERN PACIFIC HOUSING-AVIARA, L.P. |
WESTERN PACIFIC HOUSING-BOARDWALK, LLC |
WESTERN PACIFIC HOUSING-BROADWAY, LLC |
WESTERN PACIFIC HOUSING-CANYON PARK, LLC |
WESTERN PACIFIC HOUSING-CARMEL, 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-CULVER CITY, L.P. |
WESTERN PACIFIC HOUSING-DEL VALLE, LLC |
WESTERN PACIFIC HOUSING-LOMAS VERDES, LLC |
WESTERN PACIFIC HOUSING-LOST HILLS PARK, LLC |
WESTERN PACIFIC HOUSING-MCGONIGLE CANYON, LLC |
WESTERN PACIFIC HOUSING-MOUNTAINGATE, L.P. |
WESTERN PACIFIC HOUSING-NORCO ESTATES, LLC |
WESTERN PACIFIC HOUSING-OSO, L.P. |
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-POINSETTIA, L.P. |
WESTERN PACIFIC HOUSING-RIVER RIDGE, LLC |
WESTERN PACIFIC HOUSING-ROBINHOOD RIDGE, LLC |
WESTERN PACIFIC HOUSING-SANTA FE, LLC |
WESTERN PACIFIC HOUSING-SCRIPPS, L.P. |
WESTERN PACIFIC HOUSING-SCRIPPS II, LLC |
WESTERN PACIFIC HOUSING-SEACOVE, L.P. |
WESTERN PACIFIC HOUSING-STUDIO 528, LLC |
WESTERN PACIFIC HOUSING-TERRA BAY DUETS, LLC |
WESTERN PACIFIC HOUSING-TORRANCE, LLC |
WESTERN PACIFIC HOUSING-TORREY COMMERCIAL, LLC |
WESTERN PACIFIC HOUSING-TORREY MEADOWS, LLC |
WESTERN PACIFIC HOUSING-TORREY MULTI-FAMILY, LLC |
WESTERN PACIFIC HOUSING-TORREY VILLAGE CENTER, LLC |
WESTERN PACIFIC HOUSING-VINEYARD TERRACE, LLC |
WESTERN PACIFIC HOUSING-WINDEMERE, LLC |
WESTERN PACIFIC HOUSING-WINDFLOWER, L.P. |
WPH-CAMINO RUIZ, LLC |
By: | Western Pacific Housing Management, Inc., | |||||||||
its Manager, Member or General Partner | ||||||||||
By: | /s/ Bill W. Wheat | |||||||||
Bill W. Wheat Executive Vice President and Chief Financial Officer |
[Signature page to the Thirty-First Supplemental Indenture]
SCHULER HOMES OF ARIZONA LLC | ||||||
SHA CONSTRUCTION LLC | ||||||
By: | SRHI LLC, its Member | |||||
By: | SHLR of Nevada, Inc. its Member | |||||
By: | /s/ Bill W. Wheat | |||||
Bill W. Wheat | ||||||
Executive Vice President and Chief Financial Officer | ||||||
D.R. HORTON-SCHULER HOMES, LLC | ||||||
By: | Vertical Construction Corporation, its Manager | |||||
By: | /s/ Bill W. Wheat | |||||
Bill W. Wheat | ||||||
Executive Vice President and Chief Financial Officer | ||||||
SRHI LLC | ||||||
By: | SHLR of Nevada, Inc., its Member | |||||
By: | /s/ Bill W. Wheat | |||||
Bill W. Wheat | ||||||
Executive Vice President and Chief Financial Officer | ||||||
SSHI LLC | ||||||
By: | SHLR of Washington, Inc., its Member | |||||
By: | /s/ Bill W. Wheat | |||||
Bill W. Wheat | ||||||
Executive Vice President and Chief Financial Officer |
[Signature page to the Thirty-First Supplemental Indenture]
ADDITIONAL GUARANTORS: | ||||
DRH REGREM XXVI, LLC | ||||
DRH REGREM XXVII, LLC | ||||
DRH REGREM XXVIII, LLC DRH REGREM XXIX, LLC DRH REGREM XXX, LLC | ||||
By: | D.R. Horton, Inc., its Member | |||
By: | /s/ Bill W. Wheat | |||
Bill W. Wheat | ||||
Executive Vice President and Chief Financial Officer |
[Signature page to the Thirty-First Supplemental Indenture]
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Trustee | ||
By: | /s/ David H. Brill | |
Name: | David H. Brill | |
Title: | Executive Vice President and General Counsel |
[Signature page to the Thirty-First Supplemental Indenture]