Second Supplemental Indenture

D.R. HORTON, INC.

/s/ BILL W. WHEAT

Bill W. Wheat

Executive Vice President and

Chief Financial Officer

EX-4.4 6 d32551exv4w4.htm SECOND SUPPLEMENTAL INDENTURE exv4w4

EXHIBIT 4.4

D.R. HORTON, INC.,

THE GUARANTORS PARTY HERETO,

and

AMERICAN STOCK TRANSFER & TRUST COMPANY,
as
Trustee

SECOND SUPPLEMENTAL INDENTURE

Dated as of January 23, 2006

Supplementing the Indenture
Dated as of April 11, 2002
with respect to the
8.5% Senior Notes Due 2012

THIS SECOND SUPPLEMENTAL INDENTURE, dated as of January 23, 2006, to the Indenture, dated as of April 11, 2002 (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 First Supplemental Indenture, dated as of April 11, 2002, among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 8.5% Senior Notes due 2012 (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;

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 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 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 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.

3.4 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 shall govern this Second Supplemental Indenture, the Notes 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 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 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.

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.


		CH INVESTMENTS OF TEXAS, INC.
		MEADOWS II, LTD.
		THE CLUB AT PRADERA, INC.


		CONTINENTAL HOMES OF TEXAS, L.P.

		By: CHTEX of Texas, Inc., its General Partner


		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


		SGS COMMUNITIES AT GRANDE QUAY, LLC

		By: Meadows IX, Inc., a Member


		and

		By: Meadows X, Inc., a Member


		DRH CAMBRIDGE HOMES, LLC
		DRH REGREM VIII, LLC

		By: D.R. Horton, Inc. — Chicago, its Member


		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


		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

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


		AMERICAN STOCK TRANSFER & TRUST COMPANY,
		as Trustee

		By:		/s/ YEHUDA L. NEUBERGER
		Name:		Yehuda Neuberger
		Title:		Senior Vice President