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;



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 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.



2









 





     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]




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






 









 






	 	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee  
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ FONDA HALL	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	          Fonda Hall	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	          Vice President