exv4w2



 






EXHIBIT 4.2




 



 





D.R. HORTON, INC.,



THE GUARANTORS PARTY HERETO,



and



AMERICAN
STOCK TRANSFER & TRUST COMPANY,

as

Trustee




 






FIFTH SUPPLEMENTAL INDENTURE



Dated as of January 23, 2006




 






Supplementing the Indenture

Dated as of September 11, 2000

with respect to the

9.75% Senior Subordinated Notes Due 2010

9.375% Senior Subordinated Notes Due 2011




 



 






 









 








     THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of January 23, 2006, to the Indenture, dated as of
September 11, 2000 (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 subordinated 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 September 11, 2000, among
the Company, the guarantors party thereto and the Trustee, the Company issued a series of
Securities designated as its 9.75% Senior Subordinated Notes due 2010 (the “9.75% Notes”);



     WHEREAS, pursuant to the Second Supplemental Indenture, dated as of March 12, 2001, among the
Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities
designated as its 9.375% Senior Subordinated Notes due 2011 (the “9.375% Notes,” and together with
the 9.75% Notes, the “Notes”);



     WHEREAS, pursuant to the Third Supplemental Indenture, dated as of May 21, 2001 and effective
as of March 31, 2001, among the Company, the guarantors party thereto and the Trustee, the Company
caused certain Restricted Subsidiaries to guarantee the Notes for all purposes under the Indenture;



     WHEREAS, pursuant to the Fourth 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 Notes for all purposes under the Indenture;



     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;



1









 







     WHEREAS, the execution of this 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 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 Fifth Supplemental Indenture constitutes a supplement to the Indenture, and the
Indenture and this 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 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 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 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 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 Fifth Supplemental Indenture
shall bind its successors and assigns.



     3.7 The laws of the State of New York shall govern this Fifth Supplemental Indenture, the
Notes and the Guarantees.



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



     3.9 This 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 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 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 Fifth 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 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 	 



 









 






	 	 	 	 	 



	 	 	 
	 

	 	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 L. Neuberger

	 

	 	 	 	 
	 	 	Title:		 	     Senior Vice President