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;



1









 





     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.



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     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]




3









 








     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	 	 






 









 






	 	 	 	 	 	 	 
	 	 	AMERICAN STOCK TRANSFER & TRUST COMPANY,	 	 
	 	 	as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	   /s/ YEHUDA L. NEUBERGER
 

	 	 
	 	 	Name: 	 Yehuda Neuberger
 

	 	 
	 	 	Title:	 Senior Vice President