EX-4.2



 Exhibit 4.2 
  

 
  

 
 D.R. HORTON, INC., 

THE GUARANTORS PARTY HERETO, 
 and

 AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC 

as 
 Trustee 

 
  

TENTH SUPPLEMENTAL INDENTURE 

Dated as of December 5, 2017 
  

 
 Supplementing
the Indenture 
 Dated as of May 1, 2012 

with respect to the 
 4.375% Senior
Notes due 2022 
 3.625% Senior Notes due 2018 

4.750% Senior Notes due 2023 

5.750% Senior Notes due 2023 

3.750% Senior Notes due 2019 

4.000% Senior Notes due 2020 
  

 
  

 







 THIS TENTH SUPPLEMENTAL INDENTURE, dated as of December 5, 2017 (the “Effective
Date”), to the Indenture, dated as of May 1, 2012 (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 include all entities listed as an Existing Guarantor on the signature pages hereof) and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
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 Second Supplemental
Indenture, dated as of September 14, 2012, among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 4.375% Senior Notes due 2022 (the “4.375% Notes”); 

WHEREAS, pursuant to the Third Supplemental Indenture, dated as of February 5, 2013, among the Company, the guarantors party thereto and
the Trustee, the Company issued a series of Securities designated as its 3.625% Senior Notes due 2018 (the “3.625% Notes,”); 

WHEREAS, pursuant to the Fourth Supplemental Indenture, dated as of February 5, 2013, among the Company, the guarantors party thereto and
the Trustee, the Company issued a series of Securities designated as its 4.750% Senior Notes due 2023 (the “4.750% Notes”); 

WHEREAS, pursuant to the Sixth Supplemental Indenture, dated as of August 5, 2013, among the Company, the guarantors party thereto and
the Trustee, the Company issued a series of Securities designated as its 5.750% Senior Notes due 2023 (the “5.750% Notes”); 

WHEREAS, pursuant to the Seventh Supplemental Indenture, dated as of February 24, 2014, among the Company, the guarantors party thereto
and the Trustee, the Company issued a series of Securities designated as its 3.750% Senior Notes due 2019 (the “3.750% Notes”); 

WHEREAS, pursuant to the Eighth Supplemental Indenture, dated as of February 9, 2015, among the Company, the guarantors party thereto and
the Trustee, the Company issued a series of Securities designated as its 4.000% Senior Notes due 2020 (the “4.000% Notes,” and together with the 4.375% Notes, the 3.625% Notes, the 4.750% Notes, the 5.750% Notes and the 3.750%
Notes, the “Notes”); 
 WHEREAS, the Company has organized certain new Subsidiaries of the Company (the “Additional
Guarantors”) and intends to cause such Additional Guarantors to guarantee future issuances of the Company’s Publicly Traded Debt Securities; 

WHEREAS, pursuant to Section 4.05 of the Indenture, if any Subsidiary of the Company that is not a Guarantor shall guarantee any of the
Company’s Publicly Traded Debt Securities, then such Subsidiary is required to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary 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 Tenth Supplemental Indenture has been duly authorized by the
Executive Committee of the Board of Directors of the Company and the applicable sole member of each of the Additional Guarantors and all things necessary to make this Tenth Supplemental Indenture a legal, valid, binding and enforceable obligation of
the Company and each of 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 the Effective Date, 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 XXXII, LLC
	  	Delaware
	 DRH Regrem XXXIII, LLC
	  	Delaware
	 DRH Regrem XXXIV, LLC
	  	Delaware
	 DRH Regrem XXXV, LLC
	  	Delaware
	 DRH Regrem XXXVI, LLC
	  	Delaware
	 DRH Regrem XXXVII, LLC
	  	Delaware
	 DRH Regrem XXXVIII, LLC
	  	Delaware
	 DRH Regrem XXXIX, LLC
	  	Delaware
	 DRH Regrem XL, LLC
	  	Delaware
	 D.R. Horton CA4, LLC
	  	Delaware

 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 

2.1.    This Tenth Supplemental Indenture constitutes a supplement to the Indenture, and the Indenture and this Tenth
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. 

  
 2 








 2.2    The parties may sign any number of copies of this Tenth Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 
 2.3    In
the event that any provision in this Tenth 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. 
 2.4    The article headings herein are for convenience only and shall not affect the construction hereof.

 2.5    Any capitalized term used in this Tenth 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. 
 2.6    All
covenants and agreements in this Tenth 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
Tenth Supplemental Indenture shall bind its successors and assigns. 
 2.7    The laws of the State of New York shall
govern this Tenth Supplemental Indenture, the Notes and the Guarantees. 
 2.8    Except as amended by this Tenth
Supplemental Indenture, the terms and provisions of the Indenture shall remain in full force and effect. 
 2.9    This
Tenth Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or of any Subsidiary. Any such indenture, loan or debt agreement may not be used to interpret this Tenth Supplemental Indenture. 

2.10    All liability described in paragraph 11 of the Notes of any director, officer, employee or stockholder, as such,
of the Company is waived and released. 
 2.11    The Trustee accepts the modifications of the trust effected by this
Tenth 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 Tenth Supplemental Indenture and the Trustee makes no
representation with respect thereto. 
 [Signature pages follow] 

  
 3 








 IN WITNESS WHEREOF, the parties hereto have caused this Tenth 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




  
 [Signature page to the
Tenth Supplemental Indenture] 








 EXISTING GUARANTORS: 

 

			
	 C. RICHARD DOBSON BUILDERS,
INC.
	  	 CH INVESTMENTS OF TEXAS,
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. -
DIETZ-CRANE
	  	 D.R. HORTON, INC. - GREENSBORO

	 D.R. HORTON, INC. - GULF
COAST
	  	 D.R. HORTON, INC. - HUNTSVILLE

	 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. - TORREY

	 D.R. HORTON BAY, INC.
	  	 D.R. HORTON CA2, INC. 

	 D.R. HORTON CA3, INC.
	  	 D.R. HORTON CRUCES CONSTRUCTION,
INC.

	 D.R. HORTON LA NORTH, INC.
	  	 D.R. HORTON LOS ANGELES HOLDING
COMPANY, INC.

	 D.R. HORTON MATERIALS, INC. 
	  	 D.R. HORTON VEN, INC. 

	 DRH CAMBRIDGE HOMES, INC. 
	  	 DRH CONSTRUCTION, INC. 

	 DRH REGREM XIV, INC. 
	  	 DRH REGREM XV, INC.

	 DRH REGREM XVI, INC. 
	  	 DRH REGREM XVII, INC. 

	 DRH REGREM XVIII, INC. 
	  	 DRH REGREM XIX, INC. 

	 DRH REGREM XX, INC. 
	  	 DRH REGREM XXI, INC. 

	 DRH REGREM XXII, INC. 
	  	 DRH REGREM XXIII, INC. 

	 DRH REGREM XXIV, INC. 
	  	 DRH REGREM XXV, INC. 

	 DRH SOUTHWEST CONSTRUCTION, INC. 
	  	 DRH TUCSON CONSTRUCTION, INC. 

	 KDB HOMES, INC. 
	  	 MEADOWS I, LTD.

	 MEADOWS II, LTD.
	  	 MEADOWS VIII, LTD. 

	 MEADOWS IX, INC. 
	  	 MEADOWS X, INC. 

	 MELODY HOMES, INC. 
	  	 SCHULER HOMES OF CALIFORNIA,
INC. 

	 SCHULER HOMES OF OREGON,
INC. 
	  	 SCHULER HOMES OF WASHINGTON,
INC.

	 SHLR OF CALIFORNIA, INC. 
	  	 SHLR OF NEVADA, INC. 

	 SHLR OF WASHINGTON, INC. 
	  	 VERTICAL CONSTRUCTION CORPORATION

	 WESTERN PACIFIC HOUSING,
INC.
	  	 WESTERN PACIFIC HOUSING MANAGEMENT,
INC. 


  

			
	By:	 	 /s/ Bill W. Wheat

		 	Bill W. Wheat
		 	Executive Vice President and Chief Financial Officer



  
 [Signature page to the
Tenth Supplemental Indenture] 








  

					
	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 – EMERALD, LTD.

	 D.R. HORTON – TEXAS, LTD.

	 D.R. HORTON MANAGEMENT COMPANY, LTD.

	 DRH REGREM VII, LP

	 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

	
	 SGS COMMUNITIES AT GRANDE QUAY L.L.C.

		
	    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

		
	    By:	 	D.R. Horton, Inc. -Chicago, its Sole Member
			
		 	    By:	 	 /s/ Bill W. Wheat

		 		 	 Bill W. Wheat

		 		 	 Executive Vice President and Chief Financial Officer




  
 [Signature page to the
Tenth Supplemental Indenture] 









			
		 	HPH HOMEBUILDERS 2000 L.P.
		 	WESTERN PACIFIC HOUSING-ANTIGUA, LLC
		 	WESTERN PACIFIC HOUSING-BROADWAY, LLC
		 	WESTERN PACIFIC HOUSING-CANYON PARK, 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-LOMAS VERDES, LLC
		 	WESTERN PACIFIC HOUSING-MCGONIGLE CANYON, LLC 
		 	WESTERN PACIFIC HOUSING - MOUNTAINGATE, L.P.
		 	WESTERN PACIFIC HOUSING-NORCO ESTATES, LLC
		 	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-RIVER RIDGE, LLC
		 	WESTERN PACIFIC HOUSING-TERRA BAY DUETS, LLC
		 	WESTERN PACIFIC HOUSING-TORREY MEADOWS, LLC
		 	WESTERN PACIFIC HOUSING-TORREY VILLAGE CENTER, LLC 
		 	WESTERN PACIFIC HOUSING-WINDEMERE, LLC
		 	WPH-CAMINO RUIZ, LLC


			
		
		 	 By: Western Pacific Housing Management, Inc.,

its Manager, Sole 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 Sole Member

		
		 	 By:   SHLR of Nevada, Inc.

its Sole 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



  
 [Signature page to the
Tenth Supplemental Indenture] 








 
					
	SRHI LLC
		
	By:	 	SHLR of Nevada, Inc.,
		 	its Sole Member
			
		 	    By:	 	 /s/ Bill W. Wheat

		 		 	Bill W. Wheat
		 		 	Executive Vice President and Chief Financial Officer
	
	 SSHI LLC
 Pacific Ridge
– DRH, LLC

		
	By:	 	SHLR of Washington, Inc.,
		 	its Sole Member
			
		 	    By:	 	 /s/ Bill W. Wheat

		 		 	Bill W. Wheat
		 		 	Executive Vice President and Chief Financial Officer
	
	D.R. Horton - Crown, LLC
	D.R. Horton - Georgia, LLC
	D.R. Horton - Regent, LLC
	D.R. Horton - WPH, LLC
	D.R. Horton Serenity Construction, LLC
		
	By:	 	D.R. Horton, Inc.
		 	its Sole Member
			
		 	    By:	 	 /s/ Bill W. Wheat

		 		 	Bill W. Wheat
		 		 	Executive Vice President and Chief Financial Officer



  
 [Signature page to the
Tenth Supplemental Indenture] 








 
							
	ADDITIONAL GUARANTORS:
	
	DRH REGREM XXXIII, LLC
	DRH REGREM XXXIV, LLC
	DRH REGREM XXXV, LLC
	DRH REGREM XXXVI, LLC
	DRH REGREM XXXVII, LLC
	DRH REGREM XXXVIII, LLC
	DRH REGREM XXXIX, LLC
	DRH REGREM XL, LLC
		
	By:	 	D.R. Horton, Inc.,
		 	its Sole Member
			
		 	    By:	 	 /s/ Thomas B. Montano

		 		 	Thomas B. Montano
		 		 	Corporate Counsel, Vice President and Secretary
	
	D.R. Horton CA4, LLC
		
	By:	 	Western Pacific Housing, Inc.,
		 	its Sole Member
			
		 	    By:	 	 /s/ Thomas B. Montano

		 		 	Thomas B. Montano
		 		 	Secretary
	
	DRH REGREM XXXII, LLC
		
	By:	 	Continental Homes of Texas, L.P.,
		 	as Sole Member
		
		 	By:  CHTEX of Texas, Inc.,
		 	        as General Partner
				
		 	    By:	 		 	 /s/ Thomas B. Montano

		 		 		 	Thomas B. Montano
		 		 		 	Secretary



  
 [Signature page to the
Tenth Supplemental Indenture] 








 
			
	 AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

as Trustee

		
	By:	 	 /s/ Paul H. Kim

	Name:	 	 Paul H. Kim

	Title:	 	 Asst. General Counsel




  
 [Signature page to the
Tenth Supplemental Indenture]