Twenty-Fifth Supplemental Indenture

Contract Categories: Business Finance - Indenture Agreements
EX-4.1 3 d32551exv4w1.htm TWENTY-FIFTH SUPPLEMENTAL INDENTURE exv4w1
 

EXHIBIT 4.1
 
 
D.R. HORTON, INC.,
THE GUARANTORS PARTY HERETO,
and
AMERICAN STOCK TRANSFER & TRUST COMPANY,
as
Trustee
 
TWENTY-FIFTH SUPPLEMENTAL INDENTURE
Dated as of January 23, 2006
 
Supplementing the Indenture
Dated as of June 9, 1997
with respect to the
7.5% Senior Notes Due 2007
8% Senior Notes Due 2009
5% Senior Notes due 2009
4.875% Senior Notes due 2010
7.875% Senior Notes due 2011
5.375% Senior Notes due 2012
6.875% Senior Notes due 2013
5.875% Senior Notes due 2013
6.125% Senior Notes due 2014
5.625% Senior Notes due 2014
5.25% Senior Notes due 2015
5.625% Senior Notes due 2016
 
 

 


 

     THIS TWENTY-FIFTH SUPPLEMENTAL INDENTURE, dated as of January 23, 2006, 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 includes all entities listed as an Existing Guarantor on the signature pages hereof) and AMERICAN STOCK TRANSFER & TRUST COMPANY, 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 Sixth Supplemental Indenture, dated as of February 4, 1999, among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 8% Senior Notes due 2009 (the “8% Notes”);
     WHEREAS, pursuant to the Seventh Supplemental Indenture, dated as of August 31, 1999, among the Company, the guarantors party thereto and the Trustee, the Company caused certain Restricted Subsidiaries to guarantee the 8% Notes for all purposes under the Indenture;
     WHEREAS, pursuant to the Twelfth Supplemental Indenture, dated as of May 21, 2001, among the Company, the guarantors party thereto and the Trustee, the Company caused certain Restricted Subsidiaries to guarantee the 8% Notes for all purposes under the Indenture;
     WHEREAS, pursuant to the Thirteenth Supplemental Indenture, dated as of August 15, 2001, among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 7.875% Senior Notes due 2011 (the “7.875% Notes”);
     WHEREAS, pursuant to the Fourteenth Supplemental Indenture, dated as of February 21, 2002, among the Company, the guarantors party thereto and the Trustee, the Company caused certain Restricted Subsidiaries to guarantee the 8% Notes and 7.875% Notes for all purposes under the Indenture;
     WHEREAS, pursuant to the Fifteenth Supplemental Indenture, dated as of December 3, 2002, among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 7.5% Senior Notes due 2007 (the “7.5% Notes”);
     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 Seventeenth Supplemental Indenture, dated as of June 25, 2003, among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 5.875% Senior Notes due 2013 (the “5.875% Notes”);

1


 

     WHEREAS, pursuant to the Eighteenth Supplemental Indenture, dated as of January 13, 2004, among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 5% Senior Notes due 2009 (the “5% 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-First Supplemental Indenture, dated as of October 15, 2004, among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 4.875% Senior Notes due 2010 (the “4.875% Notes”);
     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-Fourth Supplemental Indenture, dated as of July 7, 2005, among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 5.375% Senior Notes due 2012 (the “5.375% Notes,” and together with the 8% Notes, 7.875% Notes, 7.5% Notes, 6.875% Notes, 5.875% Notes, 5% Notes, 6.125% Notes, 5.625% Notes due 2014, 4.875% Notes, 5.625% Notes due 2016 and 5.25% Notes, the “Notes”);
     WHEREAS, pursuant to Section 4.05 of the Indenture, any Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary by the Board of Directors of the Company (which includes an authorized committee thereof) is required to guarantee the Notes for all purposes under the Indenture;
     WHEREAS, the Board of Directors of the Company has redesignated certain Unrestricted Subsidiaries of the Company as Restricted Subsidiaries of the Company;
     WHEREAS, pursuant to Section 4.05 of the Indenture, in order for such former Unrestricted Subsidiaries to be bound by those terms applicable to a Guarantor under the Indenture, such former Unrestricted Subsidiaries (the “Additional Guarantors”) must execute and deliver a supplemental indenture pursuant to which such Additional Guarantors shall unconditionally guarantee all of the Company’s obligations under the Notes on the terms set forth in the Indenture;

2


 

     WHEREAS, the execution of this Twenty-Fifth Supplemental Indenture has been duly authorized by the Board of Directors of the Company and the Boards of Directors or other governing bodies of the Additional Guarantors and all things necessary to make this Twenty-Fifth Supplemental Indenture a legal, valid, binding and enforceable obligation of the Company and 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 December 16, 2005, all of the Company’s 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 IX, Inc.
  Delaware
DRH Regrem X, Inc.
  Delaware
DRH Regrem XI, Inc.
  Delaware
DRH Regrem XII, LP
  Texas
     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
     3.1. This Twenty-Fifth Supplemental Indenture constitutes a supplement to the Indenture, and the Indenture and this Twenty-Fifth 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.
     3.2 The parties may sign any number of copies of this Twenty-Fifth Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
     3.3 In the event that any provision in this Twenty-Fifth 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.

3


 

     3.4 The article headings herein are for convenience only and shall not affect the construction hereof.
     3.5 Any capitalized term used in this Twenty-Fifth 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.
     3.6 All covenants and agreements in this Twenty-Fifth 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 Twenty-Fifth Supplemental Indenture shall bind its successors and assigns.
     3.7 The laws of the State of New York shall govern this Twenty-Fifth Supplemental Indenture, the Notes and the Guarantees.
     3.8 Except as amended by this Twenty-Fifth Supplemental Indenture, the terms and provisions of the Indenture shall remain in full force and effect.
     3.9 This Twenty-Fifth Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or a Subsidiary. Any such indenture, loan or debt agreement may not be used to interpret this Twenty-Fifth Supplemental Indenture.
     3.10 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.
     3.11 The Trustee accepts the modifications of the trust effected by this Twenty-Fifth 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 Twenty-Fifth Supplemental Indenture and the Trustee makes no representation with respect thereto.
[SIGNATURES INTENTIONALLY APPEAR ON NEXT PAGE FOLLOWING]

4


 

     IN WITNESS WHEREOF, the parties hereto have caused this Twenty-Fifth 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 
 

 


 

         
EXISTING GUARANTORS:
C. RICHARD DOBSON BUILDERS, 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. — DENVER
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. — 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 LOS ANGELES HOLDING COMPANY, INC.
D.R. HORTON MATERIALS, INC.
D.R. HORTON SAN DIEGO HOLDING COMPANY, INC.
DRH CAMBRIDGE HOMES, INC.
DRH CONSTRUCTION, INC.
DRH ENERGY, INC.
DRH SOUTHWEST CONSTRUCTION, INC.
DRH TUCSON CONSTRUCTION, INC.
DRHI, INC.
KDB HOMES, INC.
MEADOWS I, 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.
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 
 

 


 

         
CH INVESTMENTS OF TEXAS, INC.
MEADOWS II, LTD.
THE CLUB AT PRADERA, INC.
         
     
  By:     /s/ ROBERT E. COLTIN    
    Robert E. Coltin   
    Vice President   

Twenty-Fifth Supplemental Indenture — D.R. Horton Senior Debt Securities

 


 

         
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
  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
DRH REGREM VIII, LLC
  By: D.R. Horton, Inc. — Chicago, its Member
         
     
  By:      /s/ BILL W. WHEAT    
    Bill W. Wheat   
    Executive Vice President and Chief Financial Officer   

Twenty-Fifth Supplemental Indenture — D.R. Horton Senior Debt Securities

 


 

         
HPH HOMEBUILDERS 2000 L.P.
WESTERN PACIFIC HOUSING CO., A CALIFORNIA LIMITED PARTNERSHIP
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

Twenty-Fifth Supplemental Indenture — D.R. Horton Senior Debt Securities

 


 

         
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   

Twenty-Fifth Supplemental Indenture — D.R. Horton Senior Debt Securities

 


 

         
ADDITIONAL GUARANTORS:
DRH REGREM IX, INC.
DRH REGREM X, INC.
DRH REGREM XI, INC.
         
     
  By:     /s/ BILL W. WHEAT    
    Bill W. Wheat   
    Executive Vice President and Chief Financial Officer   
 
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   

Twenty-Fifth Supplemental Indenture — D.R. Horton Senior Debt Securities

 


 

         
         
    AMERICAN STOCK TRANSFER & TRUST COMPANY,
as Trustee
 
       
 
  By: /s/ YEHUDA L. NEUBERGER
 
     
 
  Name:   Yehuda Neuberger
 
       
 
  Title:   Senior Vice President
 
       

Twenty-Fifth Supplemental Indenture — D.R. Horton Senior Debt Securities