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”);



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     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;



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     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.



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     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]




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     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