Second Supplemental Indenture

EX-4.3 5 d32551exv4w3.htm SECOND SUPPLEMENTAL INDENTURE exv4w3

EXHIBIT 4.3

D.R. HORTON, INC.,

THE GUARANTORS PARTY HERETO,

and

U.S. BANK NATIONAL ASSOCIATION,
(successor by merger to U.S. Bank Trust National Association),
as
Trustee

SECOND SUPPLEMENTAL INDENTURE

Dated as of January 23, 2006

Supplementing the Indenture
Dated as of June 28, 2001
with respect to the
10.5% Senior Subordinated Notes Due 2011

THIS SECOND SUPPLEMENTAL INDENTURE, dated as of January 23, 2006, 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 U.S. BANK NATIONAL ASSOCIATION, as successor by merger to U.S. Bank Trust National Association, as trustee (the “Trustee”).

RECITALS

WHEREAS, Schuler Homes, Inc., a Delaware corporation (“Schuler”), the guarantors signatory thereto and the Trustee entered into the Indenture, dated as of June 28, 2001 (as amended, modified or supplemented from time to time in accordance therewith, the “Indenture”), pursuant to which Schuler issued 10.5% Senior Subordinated Notes due 2009 (the “Securities”);

WHEREAS, on February 21, 2002, pursuant to the laws of the State of Delaware and in accordance with the terms of the Agreement and Plan of Merger, dated as of October 22, 2001, as amended, by and between the Company and Schuler, Schuler was duly merged with and into the Company, with the Company continuing as the surviving corporation (the “Merger”);

WHEREAS, as a result of the Merger, the Company succeeded to all obligations, duties and liabilities of Schuler under the Indenture and the Securities as if incurred or contracted by the Company;

WHEREAS, pursuant to the First Supplemental Indenture, dated as of February 21, 2002, among the Company, the guarantors party thereto and the Trustee, the Company amended the Indenture to provide for the assumption by the Company of all Obligations of Schuler pursuant to Section 5.01 of the Indenture;

WHEREAS, pursuant to Sections 4.18 and 11.13 of the Indenture, the Company is required to cause any Subsidiary which is designated by the Board of Directors (which includes an authorized committee thereof) as a Restricted Subsidiary, simultaneously with its designation as a Restricted Subsidiary (each, an “Additional Guarantor”), to guarantee the payment of the Securities pursuant to the terms of Articles 10 and 11 and Exhibit B of the Indenture by executing and delivering (1) a supplemental indenture providing for the guarantee of payment of the Securities by such Additional Guarantors pursuant to the terms of Article 10 and Exhibit B thereto and subjecting such Additional Guarantors to the provisions of Article 11 thereto as a Guarantor and (2) a Guarantee in the form of Exhibit B thereto;

WHEREAS, the Board of Directors of the Company has redesignated certain Unrestricted Subsidiaries of the Company as Restricted Subsidiaries of the Company;

WHEREAS, the execution of this Second 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 Second 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 Sections 4.18 and 11.13 of the Indenture, the following Additional Guarantors hereby jointly, severally, unconditionally and irrevocably guarantee, effective as of December 16, 2005, on a senior, unsecured basis the payment of the Securities pursuant to the terms of Articles 10 and 11 of the Indenture:


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 Additional Guarantors shall execute and deliver a Guarantee, which shall be incorporated by reference herein in the form set forth in Exhibit B to the Indenture.

ARTICLE II.

MISCELLANEOUS

3.1. This Second Supplemental Indenture constitutes a supplement to the Indenture, and the Indenture and this Second 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 Second 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 Second Supplemental Indenture or the Securities 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.

3.4 The article headings herein are for convenience only and shall not affect the construction hereof.

3.5 Any capitalized term used in this Second 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 Second 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 Second Supplemental Indenture shall bind its successors and assigns.

3.7 The laws of the State of New York, without regard to principles of conflicts of laws, shall govern this Second Supplemental Indenture, the Securities and the Guarantees.

3.8 Except as amended by this Second Supplemental Indenture, the terms and provisions of the Indenture shall remain in full force and effect.

3.9 This Second 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 Second Supplemental Indenture.

3.10 NO RECOURSE AGAINST OTHERS. A director, officer, controlling person, employee or stockholder, as such, of the Company or any Guarantor or any successor person thereof shall not have any liability for any Obligations, covenants or agreements of the Company or any Guarantor under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations, covenants or agreements or their creation. Each Holder by accepting a Security waives and releases all such liability. The waiver and releases are part of the consideration for the issue of the Securities.

3.11 The Trustee accepts the modifications of the trust effected by this Second 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 Second Supplemental Indenture and the Trustee makes no representation with respect thereto.

[SIGNATURES INTENTIONALLY APPEAR ON NEXT PAGE FOLLOWING]

IN WITNESS WHEREOF, the parties hereto have caused this Second 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


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


		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


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

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


		U.S. BANK NATIONAL ASSOCIATION, as Trustee

		By:		/s/ FONDA HALL

		Name:		Fonda Hall

		Title:		Vice President