exv4w1



 





Exhibit 4.1




EXECUTION COPY















D.R. HORTON, INC. AND THE GUARANTORS PARTY HERETO




4.875% Senior Notes due 2010










Twenty-First Supplemental Indenture




Dated as of October 15, 2004










AMERICAN STOCK TRANSFER & TRUST COMPANY,

Trustee
















 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page

	

	 	ARTICLE ONE	 	 	 	 
	

	 	Scope of Supplemental Indenture; General
	 	 	2	 
	

	 	ARTICLE TWO	 	 	 	 
	

	 	Certain Definitions
	 	 	2	 
	

	 	ARTICLE THREE
	 	 	13	 
	Section 3.01.

	 	Right of Redemption
	 	 	13	 
	

	 	ARTICLE FOUR	 	 	 	 
	

	 	Covenants
	 	 	14	 
	Section 4.01.

	 	Restrictions on Secured Debt
	 	 	14	 
	Section 4.02.

	 	Restrictions on Sale and Leaseback Transactions
	 	 	15	 
	

	 	ARTICLE FIVE	 	 	 	 
	

	 	Successor Corporation
	 	 	16	 
	Section 5.01.

	 	Limitations on Mergers, Consolidations and Sales of Assets
	 	 	16	 
	

	 	ARTICLE SIX	 	 	 	 
	

	 	Defaults and Remedies
	 	 	17	 
	Section 6.01.

	 	Events of Default
	 	 	17	 
	Section 6.02.

	 	Acceleration
	 	 	19	 
	

	 	ARTICLE SEVEN	 	 	 	 
	

	 	Miscellaneous
	 	 	19	 
	Section 7.01.

	 	Governing Law
	 	 	19	 
	Section 7.02.

	 	No Adverse Interpretation of Other Agreements
	 	 	20	 
	Section 7.03.

	 	No Recourse Against Others
	 	 	20	 
	Section 7.04.

	 	Successors and Assigns
	 	 	20	 
	Section 7.05.

	 	Duplicate Originals
	 	 	20	 
	Section 7.06.

	 	Severability
	 	 	20	 







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               TWENTY-FIRST SUPPLEMENTAL INDENTURE dated as of October 15, 2004
(“Supplemental Indenture”), 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”), each of the Guarantors (as defined herein) and AMERICAN STOCK
TRANSFER & TRUST COMPANY, as trustee (the “Trustee”).



               Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the holders of Notes (as defined herein):



               WHEREAS, the Company, the Guarantors and the Trustee have duly authorized
the execution and delivery of 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 in the Indenture provided;



               WHEREAS, the Company and the Guarantors desire and have requested the
Trustee to join them in the execution and delivery of this Supplemental
Indenture in order to establish and provide for the issuance by the Company of
a series of Securities designated as its 4.875% Senior Notes due 2010,
substantially in the form attached hereto as Exhibit A (the “Notes”),
guaranteed by the Guarantors, on the terms set forth herein;



               WHEREAS, Section 2.01 of the Indenture provides that a supplemental
indenture may be entered into by the Company, the Guarantors and the Trustee
for such purpose provided certain conditions are met;



               WHEREAS, the conditions set forth in the Indenture for the execution and
delivery of this Supplemental Indenture have been complied with; and



               WHEREAS, all things necessary to make this Supplemental Indenture a valid
agreement of the Company, the Guarantors and the Trustee, in accordance with
its terms, and a valid amendment of, and supplement to, the Indenture have been
done;



               NOW, THEREFORE:



               In consideration of the premises and the purchase and acceptance of the
Notes by the holders thereof the Company and the Guarantors mutually covenant
and agree with the Trustee, for the equal and ratable benefit of the holders,
that the Indenture is supplemented and amended, to the extent expressed herein,
as follows:



 









 





ARTICLE ONE




Scope of Supplemental Indenture; General




               The changes, modifications and supplements to the Indenture effected by
this Supplemental Indenture shall be applicable only with respect to, and
govern the terms of, the Notes, which shall not be limited in aggregate
principal amount, and shall not apply to any other Securities that may be
issued under the Indenture unless a supplemental indenture with respect to such
other Securities specifically incorporates such changes, modifications and
supplements. Pursuant to this Supplemental Indenture, there is hereby created
and designated a series of Securities under the Indenture entitled “4.875%
Senior Notes due 2010.” The Notes shall be in the form of Exhibit A hereto.
The Notes shall be guaranteed by the Guarantors as provided in such form and
the Indenture. If required, the Notes may bear an appropriate legend regarding
original issue discount for federal income tax purposes.



               In the event that a partial redemption is made pursuant to paragraph 5 of
the Notes, selection of the Notes or portions thereof for redemption shall be
made by the Trustee only on a pro rata basis or on as nearly a pro rata basis
as is practicable (subject to the procedures of The Depository Trust Company),
unless that method is otherwise prohibited.



ARTICLE TWO




Certain Definitions




               The following terms have the meanings set forth below in this Supplemental
Indenture. Capitalized terms used but not defined herein have the meanings
ascribed to such terms in the Indenture. To the extent terms defined herein
differ from the Indenture the terms defined herein will govern.



               “Attributable Debt” means, in respect of a Sale and Leaseback Transaction,
the present value (discounted at the weighted average effective interest cost
per annum of the outstanding debt securities of the Company of all series,
compounded semiannually) of the obligation of the lessee for rental payments
during the remaining term of the lease included in such transaction, including
any period for which such lease has been extended or may, at the option of the
lessor, be extended or, if earlier, until the earliest date on which the lessee
may terminate such lease upon payment of a penalty (in which case the
obligation of the lessee for rental payments shall include such penalty), after
excluding all amounts required to be paid on account of maintenance and
repairs, insurance, taxes, assessments, water and utility rates and similar
charges.



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               “Bankruptcy Law” means title 11 of the United States Code, as amended, or
any similar federal or state law for the relief of debtors.



               “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in New York, New York are
authorized or obligated by law or executive order to close.



               “Capital Stock” means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated) of or in
such Person’s capital stock or other equity interests.



               “Capitalized Lease Obligations” of any Person means the obligations of
such Person to pay rent or other amounts under a lease that is required to be
capitalized for financial reporting purposes in accordance with GAAP.



               “Comparable Treasury Issue” means the United States Treasury security
selected by the Reference Treasury Dealer as having a maturity comparable to
the remaining term of the Notes to be redeemed that would be utilized at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Notes.



               “Comparable Treasury Price” means, with respect to any redemption date,
(a) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount, on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S.
Government Securities” or (b) if such release (or any successor release) is not
published or does not contain such price on such business day, (i) the average
of the Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(ii) if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such quotations.



               “Consolidated Adjusted Tangible Assets” of the Company as of any date
means the Consolidated Tangible Assets of the Company and the Restricted
Subsidiaries at the end of the fiscal quarter immediately preceding the date
less (a) any assets securing any Non-Recourse Indebtedness, as determined in
accordance with GAAP and (b) all short term liabilities of the Company and the
Restricted Subsidiaries, except for liabilities payable by their terms more
than one year from the date of determination (or renewable or extendible at the
option of the obligor for a period ending more than one year after such date)
and liabilities in respect of retiree benefits other than persons for which the
Company or the Restricted Subsidiaries are required to accrue pursuant to
Statement of Financial Accounting Standards No. 106.



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               “Consolidated Tangible Assets” of the Company as of any date means the
total amount of assets of the Company and its Restricted Subsidiaries (less
applicable reserves) on a consolidated basis at the end of the fiscal quarter
immediately preceding such date, as determined in accordance with GAAP, less:
(i) Intangible Assets and (ii) appropriate adjustments on account of minority
interests of other Persons holding equity investments in Restricted
Subsidiaries.



               “Credit Facilities” means, collectively, each of the credit facilities of
the Company or one or more Restricted Subsidiaries in existence on the Issue
Date and one or more other facilities among or between the Company or one or
more Restricted Subsidiaries and one or more lenders pursuant to which the
Company or any Restricted Subsidiary may incur indebtedness for working capital
and general corporate purposes (including acquisitions), as any such facility
or line of credit may be amended, restated, supplemented or otherwise modified
from time to time, and includes any agreement extending the maturity of,
increasing the amount of, or restructuring, all or any portion of the
Indebtedness under any such facility or line of credit or any successor
facilities or lines of credit and includes any facility or line of credit with
one or more lenders refinancing or replacing all or any portion of the
Indebtedness under such facility or line of credit or any successor facility or
line of credit.



               “Currency Agreement” of any Person means any foreign exchange contract,
currency swap agreement or other similar agreement or arrangement designed to
protect such Person or any of its Subsidiaries against fluctuations in currency
values.



               “Custodian” means any receiver, trustee, assignee, liquidator or similar
official under any Bankruptcy Law.



               “Default” means any event, act or condition that is, or after notice or
the passage of time or both would be, an Event of Default.



               “Dollars” and “$” mean United States Dollars.



               “Event of Default” has the meaning set forth in Section 6.01.



               “GAAP” means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting
profession of the United States, as in effect from time to time.



               “Guarantors” means (i) initially, each of:



               C. Richard Dobson Builders, Inc., a Virginia corporation;



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CH Investments of Texas, Inc., a Delaware corporation;

CHI Construction Company, an Arizona corporation;

CHTEX of Texas, Inc., a Delaware corporation;

Continental Homes, Inc., a Delaware corporation;

Continental Homes of Texas, L.P., a Texas limited partnership;

Continental Residential, Inc., a California corporation;

D.R. Horton-Emerald, Ltd., a Texas limited partnership;

D.R. Horton, Inc.-Birmingham, an Alabama corporation;

D.R. Horton, Inc.-Chicago, a Delaware corporation;

D.R. Horton, Inc.-Denver, a Delaware corporation;

D.R. Horton, Inc.-Dietz-Crane, a Delaware corporation;

D.R. Horton, Inc.-Greensboro, a Delaware corporation;

D.R. Horton, Inc.-Jacksonville, a Delaware corporation;

D.R. Horton, Inc.-Louisville, a Delaware corporation;

D.R. Horton, Inc.-Minnesota, a Delaware corporation;

D.R. Horton, Inc.-New Jersey, a Delaware corporation;

D.R. Horton, Inc.-Portland, a Delaware corporation;

D.R. Horton, Inc.-Sacramento, a California corporation;

D.R. Horton, Inc.-Torrey, a Delaware corporation;

D.R. Horton Los Angeles Holding Company, Inc., a California corporation;

D.R. Horton Management Company, Ltd., a Texas limited partnership;

D.R. Horton Materials, Inc., a Delaware corporation;

D.R. Horton San Diego Holding Company, Inc., a California corporation;

D.R. Horton-Schuler Homes, LLC, a Delaware limited liability company;

D.R. Horton-Texas, Ltd., a Texas limited partnership;

DRH Cambridge Homes, Inc., a California corporation;

DRH Cambridge Homes, LLC, a Delaware limited liability company;

DRH Construction, Inc., a Delaware corporation;

DRH Energy, Inc., a Colorado corporation;

DRH Regrem IV, Inc., a Delaware corporation;

DRH Regrem V, Inc., a Delaware corporation;

DRH Regrem VII, LP, a Texas limited partnership;

DRH Regrem VIII, LLC, a Delaware limited liability company;

DRH Southwest Construction, Inc., a California corporation;

DRH Tucson Construction, Inc., a Delaware corporation;

DRHI, Inc., a Delaware corporation;

HPH Homebuilders 2000 L.P., a California limited partnership;

KDB Homes, Inc., a Delaware corporation;

Meadows I, Ltd., a Delaware corporation;

Meadows II, Ltd., a Delaware corporation;

Meadows VIII, Ltd., a Delaware corporation;

Meadows IX, Inc., a New Jersey corporation;




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Meadows X, Inc., a New Jersey corporation;

Melmort Co., a Colorado corporation;

Melody Homes, Inc., a Delaware corporation;

Schuler Homes of Arizona, LLC, a Delaware limited liability company;

Schuler Homes of California, Inc., a California corporation;

Schuler Homes of Oregon, Inc., an Oregon corporation;

Schuler Homes of Washington, Inc., a Washington corporation;

Schuler Mortgage, Inc., a Delaware corporation;

Schuler Realty Hawaii, Inc., a Hawaii corporation;

SGS Communities at Grande Quay, LLC, a New Jersey limited liability company;

SHA Construction LLC, a Delaware limited liability company;

SHLR of California, Inc., a California corporation;

SHLR of Colorado, Inc., a Colorado corporation;

SHLR of Nevada, Inc., a Nevada corporation;

SHLR of Utah, Inc., a Utah corporation;

SHLR of Washington, Inc., a Washington corporation;

SRHI LLC, a Delaware limited liability company;

SSHI LLC, a Delaware limited liability company;

The Club at Pradera, Inc., a Delaware corporation;

Vertical Construction Corporation, a Delaware corporation;

Western Pacific Funding, Inc., a California corporation;

Western Pacific Housing Co., a California limited partnership;

Western Pacific Housing Management, Inc., a California corporation;

Western Pacific Housing, Inc., a Delaware corporation;

Western Pacific Housing-Antigua, LLC, a Delaware limited liability company;

Western Pacific Housing-Aviara, L.P., a California limited partnership;

Western Pacific Housing-Boardwalk, LLC, a Delaware limited liability company;

Western Pacific Housing-Broadway, LLC, a Delaware limited liability company;

Western Pacific Housing-Canyon Park, LLC, a Delaware limited liability company;

Western Pacific Housing-Carmel, LLC, a Delaware limited liability company;

Western Pacific Housing-Carrillo, LLC, a Delaware limited liability company;

Western Pacific Housing-Communications Hill, LLC, a Delaware limited liability company;

Western Pacific Housing-Copper Canyon, LLC, a Delaware limited liability company;

Western Pacific Housing-Creekside, LLC, a Delaware limited liability company;

Western Pacific Housing-Culver City, L.P. , a California limited partnership;





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Western Pacific Housing-Del Valle, LLC, a Delaware limited liability company;

Western Pacific Housing-Lomas Verdes, LLC, a Delaware limited liability company;

Western Pacific Housing-Lost Hills Park, LLC, a Delaware limited liability company;

Western Pacific Housing-McGonigle Canyon, LLC, a Delaware limited liability company;

Western Pacific Housing-Mountaingate, L.P., a California limited partnership;

Western Pacific Housing-Norco Estates, LLC, a Delaware limited liability company;

Western Pacific Housing-Oso, L.P., a California limited partnership;

Western Pacific Housing-Pacific Park II, LLC, a Delaware limited liability company;

Western Pacific Housing-Park Avenue East, LLC, a Delaware limited liability company;

Western Pacific Housing-Park Avenue West, LLC, a Delaware limited liability company;

Western Pacific Housing-Playa Vista, LLC, a Delaware limited liability company;

Western Pacific Housing-Poinsettia, L.P., a California limited partnership;

Western Pacific Housing-River Ridge, LLC, a Delaware limited liability company;

Western Pacific Housing-Robinhood Ridge, LLC, a Delaware limited liability company;

Western Pacific Housing-Santa Fe, LLC, a Delaware limited liability company;

Western Pacific Housing-Scripps II, LLC, a Delaware limited liability company;

Western Pacific Housing-Scripps, L.P., a California limited partnership;

Western Pacific Housing-Seacove, L.P., a California limited partnership;

Western Pacific Housing-Studio 528, LLC, a Delaware limited liability company;

Western Pacific Housing-Terra Bay Duets, LLC, a Delaware limited liability company;

Western Pacific Housing-Torrance, LLC, a Delaware limited liability company;

Western Pacific Housing-Torrey Commercial, LLC, a Delaware limited liability company;

Western Pacific Housing-Torrey Meadows, LLC, a Delaware limited liability company;

Western Pacific Housing-Torrey Multi-Family, LLC, a Delaware limited liability company;

Western Pacific Housing-Torrey Village Center, LLC, a Delaware limited liability company;






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Western Pacific Housing-Vineyard Terrace, LLC, a Delaware limited liability company;

Western Pacific Housing-Windemere, LLC, a Delaware limited liability company;

Western Pacific Housing-Windflower, L.P., a California limited partnership;

WPH-Camino Ruiz, LLC, a Delaware limited liability company;



and (ii) each of the Company’s Subsidiaries which becomes, and is not
subsequently released as, a guarantor of the Notes pursuant to the provisions
of the Indenture. An Unrestricted Subsidiary may become a Guarantor if it (x)
is so designated by resolution of the Board of Directors of the Company and (y)
executes a supplemental indenture satisfactory to the Trustee.



               “Holder” means the Person in whose name a Note is registered in the books
of the Registrar for the Notes.



               “Indebtedness” of any Person means, without duplication, (i) any liability
of such Person (a) for borrowed money or under any reimbursement obligation
relating to a letter of credit or other similar instruments (other than standby
letters of credit or similar instrument issued for the benefit of or surety,
performance, completion or payment bonds, earnest money notes or similar
purpose undertakings or indemnifications issued by, such Person in the ordinary
course of business), (b) evidenced by a bond, note, debenture or similar
instrument (including a purchase money obligation) given in connection with the
acquisition of any businesses, properties or assets of any kind or with
services incurred in connection with capital expenditures (other than any
obligation to pay a contingent purchase price which, as of the date of
incurrence thereof is not required to be recorded as a liability in accordance
with GAAP), or (c) in respect of Capitalized Lease Obligations (to the extent
of the capitalized amount thereof determined in accordance with GAAP), (ii) any
Indebtedness of others described in clause (i) above that such Person has
guaranteed to the extent of the guarantee and (iii) all Indebtedness of others
described in clause (i) above secured by a Security Interest on any property of
such Person, whether or not such Indebtedness is assumed by such Person;
provided, that Indebtedness shall not include accounts payable, liabilities to
trade creditors of such Person or other accrued expenses arising in the
ordinary course of business or obligations under Currency Agreements or
Interest Protection Agreements.



               “Indenture” has the meaning provided in the Recitals.



               “Intangible Assets” of the Company means all unamortized debt discount and
expense, unamortized deferred charges, goodwill, patents, trademarks, service
marks, trade names, copyrights, writeups of assets over their prior carrying
value (other than write-ups which occurred prior to the Issue Date and other
than, in connection with the acquisition of an asset, the write-up of the value
of such asset (within one year of its acquisition) to its fair



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market value in
accordance with GAAP) and all other items which would be treated as intan
gibles on the consolidated balance sheet of the Company and the Restricted
Subsidiaries prepared in accordance with GAAP.



               “Interest Protection Agreement” of any Person means any interest rate swap
agreement, interest rate collar agreement, option or futures contract or other
similar agreement or arrangement designed to protect such Person or any of its
Subsidiaries against fluctuations in interest rates with respect to
Indebtedness.



               “Issue Date” means the date on which the Notes are originally issued under
this Supplemental Indenture.



               “Non-Recourse Indebtedness” with respect to any Person means Indebtedness
of such Person for which (i) the sole legal recourse for collection of
principal and interest on such Indebtedness is against the specific property
identified in the instruments evidencing or securing such Indebtedness and such
property was acquired with the proceeds of such Indebtedness or such
Indebtedness was incurred within 180 days after the acquisition of such
property and (ii) no other assets of such Person may be realized upon in
collection of principal or interest on such Indebtedness. Indebtedness which
is otherwise Non-Recourse Indebtedness will not lose its character as
Non-Recourse Indebtedness because there is recourse to the borrower, any
guarantor or any other Person for (i) environmental warranties and indemnities,
or (ii) indemnities for and liabilities arising from fraud, misrepresentation,
misapplication or non-payment of rents, profits, insurance and condemnation
proceeds and other sums actually received by the borrower from secured assets
to be paid to the lender, waste and mechanics’ liens.



               “Notes” has the meaning provided in the Recitals.



               “Paying Agent” means the Trustee or any successor paying agent.



               “Permitted Liens” means any mortgage, pledge, lien or security interest:




          (1) incurred or deposits made to secure the performance of tenders,
bids, leases, statutory obligations, surety and appeal bonds, development
obligations, progress payments, government contracts, utility services,
developer’s or other obligations to make on-site or off-site improvements
and other obligations of like nature (exclusive of obligations for the
payment of borrowed money but including the items referred to in the
parenthetical in clause (i)(a) of the definition of “Indebtedness”), in
each case incurred in the ordinary course of business of the Company and
the Restricted Subsidiaries,




          (2) constituting attachment or judgment liens,



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          (3) securing Non-Recourse Indebtedness of the Company or any
Restricted Subsidiary; provided, that it applies only to the property
financed out of the net proceeds of such Non-Recourse Indebtedness within
180 days after the incurrence of such Non-Recourse Indebtedness,




          (4) securing Purchase Money Indebtedness; provided, that it applies
only to the property acquired, constructed or improved with the proceeds
of such Purchase Money Indebtedness within 180 days after the incurrence
of such Purchase Money Indebtedness,




          (5) constituting purchase money security interests (including,
without limitation, Capitalized Lease Obligations); provided, that it
applies only to the property acquired and the related Indebtedness is
incurred within 180 days after the acquisition of such property,




          (6) constituting the right of a lender or lenders to which the
Company or a Restricted Subsidiary may be indebted to offset against, or
appropriate and apply to the payment of such, Indebtedness any and all
balances, credits, deposits, accounts or money of the Company or a
Restricted Subsidiary with or held by such lender or lenders or its
affiliates,




          (7) constituting the pledge or deposit of cash or property in
conjunction with obtaining surety, performance, completion or payment
bonds and letters of credit or other similar instruments or providing
earnest money obligations, escrows or similar purpose undertakings or
indemnifications in the ordinary course of business of the Company and
its Restricted Subsidiaries, and




          (8) incurred in connection with pollution control, industrial
revenue, water, sewage or any similar bonds.



               “Person” means any individual, corporation, partnership, limited liability
company, joint venture, incorporated or unincorporated association, joint stock
company, trust, unincorporated organization or government or any agency or
political subdivision thereof.



               “Purchase Money Indebtedness” means Indebtedness of the Company or any
Restricted Subsidiary incurred for the purpose of financing all or any part of
the purchase price, or the cost of construction or improvement, of any property
to be used in the ordinary course of business by the Company and the Restricted
Subsidiaries; provided, however, that (i) the aggregate principal amount of
such Indebtedness shall not exceed such purchase price or cost and (ii) such
Indebtedness shall be incurred no later than 90 days after the acquisition of
such property or completion of such construction or improvement.



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               “Reference Treasury Dealer” means (a) Citigroup Global Markets Inc. (or
any of its affiliates which are Primary Treasury Dealers), and their respective
successors; provided, however that if any of the foregoing shall cease to be a
primary U.S. Government securities dealer in New York City (a “Primary Treasury
Dealer”), the Company will substitute therefor another Primary Treasury Dealer,
and (b) any other Primary Treasury Dealer(s) selected by the Company.



               “Reference Treasury Dealer Quotations” means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such redemption date.



               “Registrar” means American Stock Transfer & Trust Company or any successor
registrar of the Notes.



               “Remaining Scheduled Payments” means, with respect to any Note, the
remaining scheduled payments of the principal thereof to be redeemed and
interest thereon that would be due after the related redemption date but for
such redemption; provided however that if such redemption date is not an
Interest Payment Date with respect to such Note, the amount of the next
succeeding scheduled interest payment thereon will be reduced by the amount of
interest accrued thereon to such redemption.



               “Restricted Subsidiary” means any Subsidiary of the Company which is not
an Unrestricted Subsidiary.



               “Sale and Leaseback Transaction” means a sale or transfer made by the
Company or a Restricted Subsidiary (except a sale or transfer made to the
Company or another Restricted Subsidiary) of any property which is either (a) a
manufacturing facility, project club house, amenity center and common area,
office building, warehouse or distribution facility whose book value equals or
exceeds 1% of Consolidated Adjusted Tangible Assets as of the date of
determination or (b) another property which exceeds 5% of Consolidated Adjusted
Tangible Assets as of the date of determination, if such sale or transfer is
made with the agreement, commitment or intention of leasing such property to
the Company or a Restricted Subsidiary.



               “Secured Debt” means any Indebtedness which is secured by (a) a Security
Interest in any property of the Company or a Restricted Subsidiary or (b) a
Security Interest in Capital Stock owned directly or indirectly by the Company
or a Restricted Subsidiary in a corporation or other entity (other than an
Unrestricted Subsidiary) or in the rights of the Company or a Restricted
Subsidiary in respect of Indebtedness of a corporation or other entity (other
than an Unrestricted Subsidiary) in which the Company or a Restricted
Subsidiary



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owns Capital Stock. The securing in the foregoing manner of any
such Indebtedness which immediately prior thereto was not Secured Debt shall be deemed to be the
creation of Secured Debt at the time security is given.



               “Security Interest” means any mortgage, pledge, lien, or other security
interest which secures the payment or performance of an obligation.



               “Senior Indebtedness” means the principal of (and premium, if any, on) and
interest on (including interest accruing after the occurrence of an event of
default or after the filing of a petition initiating any proceeding pursuant to
any Bankruptcy Law whether or not such interest is an allowable claim in any
such proceeding) and other amounts due on or in connection with any
Indebtedness, whether outstanding on the date hereof or hereafter created,
incurred or assumed, unless, in the case of any particular Indebtedness, the
instrument creating or evidencing the same or pursuant to which the same is
outstanding expressly provides that such Indebtedness shall not be senior in
right of payment to the debt securities under the Indenture. Notwithstanding
the foregoing, “Senior Indebtedness” shall not include (1) Indebtedness that is
expressly subordinated in right of payment to any Senior Indebtedness, (2)
Indebtedness that by operation of law is subordinate to any of general
unsecured obligations, (3) Indebtedness to any Subsidiary or (4) Indebtedness
incurred in violation of the restrictions described under “Restrictions on
Secured Debt” and “Restrictions on Sale and Leaseback Transactions.”



               “Significant Subsidiary” means any Subsidiary of the Company which would
constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X
under the Securities Act and the Exchange Act.



               “Subsidiary” of any Person means any corporation or other entity of which
a majority of the Capital Stock having ordinary voting power to elect a
majority of the Board of Directors or other persons performing similar
functions is at the time directly or indirectly owned or controlled by such
Person.



               “Successor” has the meaning set forth in Section 5.01.



               “Supplemental Indenture” has the meaning provided in the Preamble.



               “Treasury Rate” means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury Price
for such redemption date.



               “Trustee” means the party named as such above until a successor replaces
such party in accordance with the applicable provisions of this Indenture and
thereafter means the successor serving hereunder.



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               “Unrestricted Subsidiary” means any Subsidiary of the Company (1) that is
engaged in (a) mortgage banking (including mortgage origination, loan
servicing, mortgage brokerage and related businesses), master servicing or
related activities, including, without limitation, a Subsidiary which
facilitates the financing of mortgage loans and mortgage-backed securities and
the securitization of mortgage-backed bonds and other related activities or (b)
title insurance, title agency, escrow or related businesses; (2) that is
engaged in the insurance business; or (3) that does not guarantee the
Indebtedness (other than the Notes) outstanding under any of the Credit
Facilities, the Indenture, dated as of June 9, 1997, among the Company, the
guarantors named therein and the Trustee (as amended or supplemented from time
to time) or the Indenture, dated as of September 11, 2000, among the Company,
the guarantors named therein and American Stock Transfer & Trust Company (as
amended or supplemented from time to time).



ARTICLE THREE




Section 3.01. Right of Redemption.




               Redemption of Notes, as permitted by any provision of this Indenture,
shall be made in accordance with such provision, Article Three of this
Supplemental Indenture and paragraph 5 of the Notes.



               The Notes may be redeemed at the election of the Company, in whole at any
time or in part from time to time, on at least 30 but not more than 60 days’
prior notice, at a Redemption Price equal to the greater of the following
amounts: (i) 100% of their principal amount; or (ii) the present value of the
Remaining Scheduled Payments on the Notes being redeemed on the Redemption
Date, discounted to the Redemption Date, on a semiannual basis, at the Treasury
Rate plus 25 basis points (0.25%), plus, in each case, accrued and unpaid
interest, if any, on the Notes to the Redemption Date. In determining the
Redemption Price and accrued interest, interest shall be calculated on the
basis of a 360-day year consisting of twelve 30-day months.



               If money sufficient to pay the redemption price of and accrued interest on
the Notes to be redeemed is deposited with the Trustee on or before the
Redemption Date, on and after the Redemption Date interest will cease to accrue
on the Notes (or such portions thereof) called for redemption and the Notes
will cease to be outstanding.



-13-









 





ARTICLE FOUR




Covenants




Section 4.01. Restrictions on Secured Debt.




               The Company will not, and will not cause or permit any Restricted
Subsidiary to, create, incur, assume or guarantee any Secured Debt unless the
Notes will be secured equally and ratably with (or prior to) such Secured Debt,
with certain exceptions. This restriction does not prohibit the creation,
incurrence, assumption or guarantee of:




          (1) Secured Debt which is secured by Security Interests on model
homes, homes held for sale, homes that are under construction or under
contract for sale, contracts for the sale of homes, land (improved or
unimproved), contracts for the sale of land, project club houses, amenity
centers and common areas, manufacturing plants, warehouses, distribution
facilities or office buildings and fixtures and equipment located thereat
or thereon or leasehold or other interests therein;




          (2) Secured Debt which is secured by a Security Interest on property
at the time of its acquisition by the Company or a Restricted Subsidiary,
which Security Interest secures obligations assumed by the Company or a
Restricted Subsidiary, or on the property of a corporation or other
entity at the time it is merged into or consolidated with the Company or
a Restricted Subsidiary (other than Secured Debt created in contemplation
of the acquisition of such property or the consummation of such a merger
or consolidation or where the Security Interest attaches to or affects
the property of the Company or a Restricted Subsidiary prior to such
transaction);




          (3) Secured Debt which is secured by Security Interests arising from
conditional sales agreements or title retention agreements with respect
to property acquired by the Company or a Restricted Subsidiary;




          (4) Secured Debt which is secured by Security Interests securing
Indebtedness of a Restricted Subsidiary owing to the Company or to
another Restricted Subsidiary; and




          (5) (x) Indebtedness secured by a Permitted Lien or (y) Indebtedness
that is not Secured Debt



or restrict the ability of any Unrestricted Subsidiary to create, incur, assume
or guarantee any secured or unsecured Indebtedness.



Additionally, such permitted Secured Debt includes any amendment, restatement,
supplement, renewal, replacement, extension, refinancing or refunding, in whole
or in part, of Secured




-14-









 








Debt permitted at the time of the original creation, incurrence, assumption or
guarantee thereof.



               In addition, the Company and its Restricted Subsidiaries may create,
incur, assume or guarantee Secured Debt, without equally or ratably securing
the Notes, if immediately thereafter the sum of (1) the aggregate principal
amount of all Secured Debt outstanding (excluding Secured Debt permitted under
clauses (1) through (5) above and any Secured Debt in relation to which the
Notes have been secured equally and ratably (or prior to)) and (2) all
Attributable Debt in respect of Sale and Leaseback Transactions (excluding
Attributable Debt in respect of Sale and Leaseback Transactions satisfying the
conditions set forth in clauses (1), (2) and (3) under Section 4.02) as of the
date of determination would not exceed 20% of Consolidated Adjusted Tangible
Assets.



Section 4.02. Restrictions on Sale and Leaseback Transactions.




               The Company will not, and will not cause or permit any Restricted
Subsidiary to, enter into any Sale and Leaseback Transaction, unless:




          (1) notice is promptly given to the Trustee of the Sale and
Leaseback Transaction;




          (2) fair value is received by the Company or a Restricted Subsidiary
for the property sold (as determined in good faith pursuant to a
resolution of the Board of Directors of the Company delivered to the
Trustee); and




          (3) the Company or a Restricted Subsidiary, within 365 days after
the completion of the Sale and Leaseback Transaction, applies an amount
equal to the net proceeds therefrom either:




	•	 	to the redemption, repayment or retirement
of debt securities of any series under the Indenture
(including the cancellation by the Trustee of any debt
securities of any series delivered by the Company to the
Trustee) or Senior Indebtedness of the Company or any
Guarantor, or
	 
	•	 	to the purchase by the Company or a
Restricted Subsidiary of property substantially similar to
the property sold or transferred.





In addition, the Company and its Restricted Subsidiaries may enter into a Sale
and Leaseback Transaction if immediately thereafter the sum of (1) the
aggregate principal amount of all Secured Debt outstanding (excluding Secured
Debt permitted under clauses (1) through (5) described in Section 4.01 above or
Secured Debt in relation to which the Notes have been secured equally and
ratably (or prior to)) and (2) all Attributable Debt in respect of Sale and
Leaseback Transactions (excluding Attributable Debt in respect of Sale and
Leaseback




-15-









 








Transactions satisfying the conditions set forth in clauses (1), (2) and (3) above)
as of the date of determination would not exceed 20% of Consolidated Adjusted
Tangible Assets.



ARTICLE FIVE




Successor Corporation




               Article Five of the Indenture is replaced with the following in its entirety:



Section 5.01. Limitations on Mergers, Consolidations and Sales of Assets.




               Neither the Company nor any Guarantor will consolidate or merge with or
into, or sell, lease, convey or otherwise dispose of all or substantially all
of its assets (including, without limitation, by way of liquidation or
dissolution), or assign any of its obligations under the Notes, the Guarantees
or this Indenture (as an entirety or substantially in one transaction or in a
series of related transactions), to any Person (in each case other than in a
transaction in which the Company or a Restricted Subsidiary is the survivor of
a consolidation or merger, or the transferee in a sale, lease, conveyance or
other disposition) unless:




          (1) the Person formed by or surviving such consolidation or merger
(if other than the Company or the Guarantor, as the case may be), or to
which such sale, lease, conveyance or other disposition or assignment
will be made (collectively, the “Successor”), is a corporation or other
legal entity organized and existing under the laws of the United States
or any state thereof or the District of Columbia, and the Successor
assumes by supplemental indenture in a form reasonably satisfactory to
the Trustee all of the obligations of the Company or the Guarantor, as
the case may be, under the Notes or a Guarantee, as the case may be, and
the Indenture, and




          (2) immediately after giving effect to such transaction, no Default
or Event of Default has occurred and is continuing.



               The foregoing provisions shall not apply to:




	(a)	 	a transaction involving the sale or
disposition of Capital Stock of a Guarantor, or the
consolidation or merger of a Guarantor, or the sale,
lease, conveyance or other disposition of all or
substantially all of the assets of a Guarantor, that in
any such case results in such Guarantor being released
from its Guarantee pursuant to the Indenture, or




-16-









 






	(b)	 	a transaction the purpose of which
is to change the state of incorporation of the Company
or any Guarantor.





               Upon any such consolidation, merger, sale, lease, conveyance or other
disposition or assignment, the successor corporation will be substituted for
the Company or the relevant Guarantor under the Indenture. The Successor may
then exercise every power and right of the Company or the relevant Guarantor
under the Indenture, and the Company or the relevant Guarantor will be released
from all of its liabilities and obligations in respect of the Notes and the
Indenture. If the Company or a Guarantor leases all or substantially all of
its assets, the lessee corporation will be the Successor to the Company or such
Guarantor and may exercise every power and right of the Company or such
Guarantor under the Indenture, but the Company or such Guarantor will not be
released from its obligations to pay the principal of and premium, if any, and
interest, if any, on the Notes.



ARTICLE SIX




Defaults and Remedies




               Section 6.01 and Section 6.02 of the Indenture are replaced with the
following in its entirety:



Section 6.01. Events of Default.




               The following are Events of Default under this Indenture:




          (1) the failure by the Company to pay interest on any Note when the
same becomes due and payable and the continuance of any such failure for
a period of 30 days;




          (2) the failure by the Company to pay the principal or premium of
any Note when the same becomes due and payable at maturity, upon
acceleration or otherwise;




          (3) the failure by the Company or any Restricted Subsidiary to
comply with any of its agreements or covenants in, or provisions of, the
Notes, the Guarantees or the Indenture and such failure continues for the
period and after the notice specified below (except in the case of a
default under Section 5.01 which will constitute an Event of Default with
notice but without passage of time);




          (4) the acceleration of any Indebtedness (other than Non-Recourse
Indebtedness) of the Company or any Restricted Subsidiary that has an
outstanding principal amount of $50 million or more, individually or in
the aggregate, and such acceleration



-17-









 






does not cease to exist, or such Indebtedness is not satisfied, in either case within 30 days after such
acceleration;




          (5) the failure by the Company or any Restricted Subsidiary to make
any principal or interest payment in an amount of $50 million or more,
individually or in the aggregate, in respect of Indebtedness (other than
Non-Recourse Indebtedness) of the Company or any Restricted Subsidiary
within 30 days of such principal or interest becoming due and payable
(after giving effect to any applicable grace period set forth in the
documents governing such Indebtedness);




          (6) the Company or any Restricted Subsidiary that is a Significant
Subsidiary pursuant to or within the meaning of any Bankruptcy Law:




	(A)	 	commences a voluntary case,
	 
	(B)	 	consents to the entry of an order
for relief against it in an involuntary case,
	 
	(C)	 	consents to the appointment of a
Custodian of it or for all or substantially all of its
property, or
	 
	(D)	 	makes a general assignment for the
benefit of its creditors;






          (7) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that:




	(A)	 	is for relief against the Company
or any Restricted Subsidiary that is a Significant
Subsidiary as debtor in an involuntary case,
	 
	(B)	 	appoints a Custodian of the Company
or any Restricted Subsidiary that is a Significant
Subsidiary or a Custodian for all or substantially all
of the property of the Company or any Restricted
Subsidiary that is a Significant Subsidiary, or
	 
	(C)	 	orders the liquidation of the
Company or any Restricted Subsidiary that is a
Significant Subsidiary, and the order or decree remains
unstayed and in effect for 60 days; or






          (8) any Guarantee of a Guarantor which is a Significant Subsidiary
ceases to be in full force and effect (other than in accordance with the
terms of such Guarantee and the Indenture) or is declared null and void
and unenforceable or found to be invalid or any Guarantor denies its
liability under its Guarantee (other than by reason



-18-









 






of release of a
Guarantor from its Guarantee in accordance with the terms of the
Indenture and the Guarantee).



               A Default as described in subclause (3) above will not be deemed an Event
of Default until the Trustee notifies the Company, or the Holders of at least
25 percent in principal amount of the then outstanding Notes notify the Company
and the Trustee, of the Default and (except in the case of a default with
respect to the covenant described under Section 5.01) the Company does not cure
the Default within 60 days after receipt of the notice. The notice must specify
the Default, demand that it be remedied and state that the notice is a “Notice
of Default.” If such a Default is cured within such time period, it ceases.



Section 6.02. Acceleration.




               If an Event of Default (other than an Event of Default with respect to the
Company resulting from subclauses (6) or (7) above), shall have occurred and be
continuing under the Indenture, the Trustee by notice to the Company, or the
Holders of at least 25 percent in principal amount of the Notes then
outstanding by notice to the Company and the Trustee, may declare all Notes to
be due and payable immediately. Upon such declaration of acceleration, the
amounts due and payable on the Notes will be due and payable immediately. If
an Event of Default with respect to the Company specified in subclauses (6) or
(7) above occurs, such an amount will ipso facto become and be immediately due
and payable without any declaration, notice or other act on the part of the
Trustee and the Company or any Holder.



               The Holders of a majority in principal amount of the Notes then
outstanding by written notice to the Trustee and the Company may waive any
Default or Event of Default (other than any Default or Event of Default in
payment of principal or interest) on the Notes under the Indenture. Holders of
a majority in principal amount of the then outstanding Notes may rescind an
acceleration and its consequence (except an acceleration due to nonpayment of
principal or interest on the Notes) if the rescission would not conflict with
any judgment or decree and if all existing Events of Default (other than the
non-payment of accelerated principal) have been cured or waived. No such
rescission shall extend to or shall affect any subsequent Event of Default, or
shall impair any right or power consequent thereon.



ARTICLE SEVEN




Miscellaneous




Section 7.01. Governing Law.




               The laws of the State of New York shall govern this Supplemental
Indenture, the Securities of each Series and the Guarantees.



-19-









 





Section 7.02. No Adverse Interpretation of Other Agreements.




               This 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
Supplemental Indenture.



Section 7.03. No Recourse Against Others.




               All liability described in paragraph 12 of the Notes of any director,
officer, employee or stockholder, as such, of the Company or any Guarantor is
waived and released.



Section 7.04. Successors and Assigns.




               All covenants and agreements of the Company and the Guarantors in this
Supplemental Indenture and the Notes shall bind its successors and assigns.
All agreements of the Trustee in this Supplemental Indenture shall bind its
successors and assigns.



Section 7.05. Duplicate Originals.




               The parties may sign any number of copies of this Supplemental Indenture.
Each signed copy shall be an original, but all of them together represent the
same agreement.



Section 7.06. Severability.




               In case any one or more of the provisions contained in this Supplemental
Indenture or in the Notes shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Supplemental
Indenture or of the Notes.



-20-









 





SIGNATURES




               IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to
be duly executed, all as of the date first above written.


	 	 	 	 	 
	 	D.R. HORTON, INC.

 	 
	 	By:  	/s/  Bill W. Wheat
 	 
	 	 	Bill W. Wheat 	 
	 	 	Executive Vice President and
Chief Financial Officer 	 
	 














 





	 	 	 
	

	 	GUARANTORS:
	 
	 	 
	

	 	C. RICHARD DOBSON BUILDERS, INC.
	

	 	CHTEX OF TEXAS, 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. - GREENSBORO
	

	 	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 ENERGY, INC.
	

	 	DRH REGREM IV, INC.
	

	 	DRH REGREM V, INC.
	

	 	MEADOWS I, LTD.
	

	 	MEADOWS VIII, LTD.
	

	 	MEADOWS IX, INC.
	

	 	MEADOWS X, INC.
	

	 	MELMORT CO.
	

	 	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







 









 






	 	 	 
	

	 	CH INVESTMENTS OF TEXAS, INC.
	

	 	MEADOWS II, LTD.
	

	 	THE CLUB AT PRADERA, INC.
	 
	 	 
	

	 	By:   /s/ Robert E. Coltin
	

	 	


	

	 	        Robert E. Coltin
	

	 	        Vice President







 









 






	 	 	 
	

	 	CHI CONSTRUCTION COMPANY
	

	 	CONTINENTAL HOMES, INC.
	

	 	DRH CONSTRUCTION, INC.
	

	 	DRH SOUTHWEST CONSTRUCTION, INC.
	

	 	DRH TUCSON CONSTRUCTION, INC.
	

	 	DRHI, INC.
	

	 	KDB HOMES, INC.
	

	 	MELODY HOMES, INC.
	 
	 	 
	

	 	By:  /s/ Bill W. Wheat
	

	 	


	

	 	        Bill W. Wheat
	

	 	        Executive 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







	 	 	 
	

	 	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







 









 






	 	 	 
	

	 	SGS COMMUNITIES AT GRANDE QUAY, LLC
	 
	 	 
	

	 	By:   Meadows IX, Inc.,
	

	 	         a Member
	 
	 	 







	 	 	 	 	 
	

	 	By:
	 	/s/ Bill W. Wheat
	

	 	 	 	

	

	 	 	 	Bill W. Wheat
	

	 	 	 	Executive Vice President







	 	 	 
	 

	 	and
	 
	 	 
	

	 	By: Meadows X, Inc.,

	

	 	       a Member







	 	 	 	 	 
	

	 	By:
	 	/s/ Bill W. Wheat
	

	 	 	 	

	

	 	 	 	Bill W. Wheat
	

	 	 	 	Executive Vice President







	 	 	 
	

	 	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







 









 






	 	 	 
	

	 	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







 









 






	 	 	 
	

	 	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







	 	 	 
	

	 	D.R. HORTON-SCHULER HOMES, LLC
	 
	 	 
	

	 	By:  Vertical Construction Corporation,
	

	 	         its Manager







	 	 	 	 	 
	

	 	By:
	 	/s/ Bill W. Wheat
	

	 	 	 	

	

	 	 	 	Bill W. Wheat
	

	 	 	 	Executive Vice President







	 	 	 
	

	 	SRHI LLC
	 
	 	 
	

	 	By:  SHLR of Nevada, Inc.,
	

	 	         its Member







	 	 	 	 	 
	

	 	By:
	 	/s/ Bill W. Wheat
	

	 	 	 	

	

	 	 	 	Bill W. Wheat
	

	 	 	 	Executive Vice President







	 	 	 
	

	 	SSHI LLC
	 
	 	 
	

	 	By:  SHLR of Washington, Inc.,
	

	 	         its Member







	 	 	 	 	 
	

	 	By:
	 	/s/ Bill W. Wheat
	

	 	 	 	

	

	 	 	 	Bill W. Wheat
	

	 	 	 	Executive Vice President







 









 






	 	 	 
	

	 	AMERICAN STOCK TRANSFER & TRUST
	

	 	COMPANY, as Trustee
	 
	 	 
	

	 	By: /s/ Herbert J. Lemmer
	

	 	


	

	 	       Herbert J. Lemmer
	

	 	       Vice President







 









 






Exhibit A




     THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF
THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A
SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY
(OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF
THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.



     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.



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D.R. HORTON, INC.




4.875% SENIOR NOTES DUE 2010




	 	 	 
	No.

	 	CUSIP
No.:           








	 	 
	D.R. Horton, Inc., a Delaware corporation, promises to pay to	 
	 	







or registered assigns


the principal sum of            Dollars on January 15, 2010




Interest Payment Dates: January 15 and July 15 commencing January 15, 2005




Interest Record Dates: January 1 and July 1




	 	 	 	 	 	 	 
	

	 	Dated:	 	 	 
	 
	 	 	 	 	 	 
	 	 	D.R. HORTON, INC.
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	
 	 	 
	

	 	 	 	Name:	 	 
	

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	
 	 	 
	

	 	 	 	Name:	 	 
	

	 	 	 	Title:	 	 







American Stock Transfer & Trust
Company, as Trustee, certifies that
this is one of the Securities referred
to in the within mentioned Indenture.




	 	 	 
	  Date:
	 
	 	 
	By:
	 
	 	
 
	

	 	  Authorized Signatory







A-2









 






D.R. HORTON, INC.




4.875% Senior Notes due 2010




1.     Interest.



          D.R. HORTON, INC. (the “Company”), a Delaware corporation, promises to pay
interest on the principal amount of this Security at the rate per annum shown
above. The Company will pay interest semiannually on January 15 and July 15 of
each year, commencing January 15, 2005, until the principal is paid or made
available for payment. Interest on the Securities will accrue from the most
recent date to which interest has been paid or duly provided for or, if no
interest has been paid, from the date of original issuance, provided that, if
there is no existing default in the payment of interest, and if this Security
is authenticated between a record date referred to on the face hereof and the
next succeeding interest payment date, interest shall accrue from such interest
payment date. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.



2.     Method of Payment.



          The Company will pay interest on the Securities (except defaulted
interest, if any, which will be paid on such special payment date to Holders of
record on such special record date as may be fixed by the Company) to the
persons who are registered Holders of Securities at the close of business on
the January 1 and July 1 immediately preceding the interest payment date.
Holders must surrender Securities to a Paying Agent to collect principal
payments. The Company will pay principal and interest in money of the United
States that at the time of payment is legal tender for payment of public and
private debts.



3.     Paying Agent and Registrar.



          Initially, American Stock Transfer & Trust Company (the “Trustee”) will
act as Paying Agent and Registrar. The Company may change or appoint any
Paying Agent, Registrar or co-Registrar without notice. The Company or any of
its Subsidiaries or any of their Affiliates may act as Paying Agent, Registrar
or co-registrar.



4.     Indenture.



          The Company issued the Securities under an Indenture dated as of June 9,
1997 among the Company, the Guarantors and the Trustee, as supplemented (the
“Indenture”). The terms of the Securities and the Guarantees include those
stated in the Indenture and those made part of the Indenture by reference to
the Trust Indenture Act of 1939 as in effect on the date of the Indenture. The
Securities and the Guarantees are subject to all such
terms, and Holders are referred to the Indenture and the Act for a
statement of them. Capital-



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them. Capitalized terms not defined herein have the meanings
given to those terms in the Indenture.



          The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and the applicable Authorizing Resolution or
supplemental indenture. Requests may be made to: D.R. Horton, Inc., 1901
Ascension Blvd., Suite 100, Arlington, Texas 76006, Attention: Chief Financial
Officer.



5.     Optional Redemption



          The Notes will be redeemable at the option of the Company, in whole at any
time or in part from time to time, on at least 30 but not more than 60 days’
prior notice, at a Redemption Price equal to the greater of the following
amounts: (i) 100% of their principal amount; or (ii) the present value of the
Remaining Scheduled Payments on the Notes being redeemed on the Redemption
Date, discounted to the Redemption Date, on a semiannual basis, at the Treasury
Rate plus 25 basis points (0.25%), plus, in each case, accrued and unpaid
interest on the Notes to the Redemption Date. In determining the Redemption
Price and accrued interest, interest shall be calculated on the basis of a
360-day year consisting of twelve 30-day months.



          Selection of the Securities or portions thereof for redemption pursuant to
the foregoing shall be made by the Trustee only on a pro rata basis or on as
nearly a pro rata basis as is practicable (subject to the procedures of The
Depository Trust Company), unless such method is otherwise prohibited. Notice
of redemption will be mailed at least 30 days but not more than 60 days before
the redemption date to each Holder whose Securities are to be redeemed at the
registered address of such Holder. Securities in denominations larger than
$1,000 may be redeemed in part. On and after the redemption date, interest
ceases to accrue on the Securities or portions thereof called for redemption,
provided that if the Company shall default in the payment of such Securities at
the redemption price together with accrued interest, interest shall continue to
accrue at the rate borne by the Securities.



6.     Denominations, Transfer, Exchange.



          The Securities are in registered form only without coupons in
denominations of $1,000 and integral multiples of $1,000. A Holder may
transfer or exchange Securities by presentation of such Securities to the
Registrar or a co-Registrar with a request to register the transfer or to
exchange them for an equal principal amount of Securities of other
denominations. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and to pay any taxes
and fees required by law or permitted by the Indenture. The Registrar need not
transfer or exchange any Security selected for redemption, except the
unredeemed part thereof if the Security is redeemed in part, or transfer or
exchange any Securities for a period of 15 days before a selection of
Securities to be redeemed.



A-4









 





7.     Persons Deemed Owners.



          The registered Holder of this Security shall be treated as the owner of it
for all purposes.



8.     Unclaimed Money.



          If money for the payment of principal or interest remains unclaimed for
two years, the Trustee or Paying Agent will pay the money back to the Company
at its request. After that, Holders entitled to the money must look to the
Company for payment unless an abandoned property law designates another person.



9.     Amendment, Supplement, Waiver.



          Subject to certain exceptions, the Indenture or the Securities may be
amended or supplemented with the consent of the Holders of at least a majority
in principal amount of the outstanding Securities and any past default or
compliance with any provision relating to the Securities may be waived in a
particular instance with the consent of the Holders of a majority in principal
amount of the outstanding Securities. Without the consent of any Holder, the
Company and the Trustee may amend or supplement the Indenture or the Securities
to cure any ambiguity, defect or inconsistency, to provide for uncertificated
Securities in addition to or in place of certificated Securities, to create a
Series and establish its terms, to remove a Guarantor which, in accordance with
the terms of the Indenture, ceases to be liable in respect of its Guarantee, or
to make any other change, provided such action does not adversely affect the
rights of any Holder.



10.     Successor Corporation.



          When a successor corporation assumes all the obligations of its
predecessor under the Securities and the Indenture, the predecessor corporation
will be released from those obligations.



11.     Trustee Dealings With Company.



          American Stock Transfer & Trust Company, the Trustee under the Indenture,
in its individual or any other capacity, may make loans to, accept deposits
from, and perform services for the Company or its affiliates, and may otherwise
deal with the Company or its affiliates, as if it were not Trustee.



12.     No Recourse Against Others.



          A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the
Securities or the Indenture or



A-5









 







for any claim based on, in respect of or by reason of, such obligations or
their creation. Each Holder by accepting a Security waives and releases all
such liability. The waiver and release are part of the consideration for the
issue of the Securities.



13.     Discharge of Indenture.



          The Indenture contains certain provisions pertaining to defeasance, which
provisions shall for all purposes have the same effect as if set forth herein.



14.     Authentication.



          This Security shall not be valid until the Trustee signs the certificate
of authentication on the other side of this Security.



15.     Abbreviations.



          Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gift to Minors
Act).



A-6









 





ASSIGNMENT FORM




          If you the Holder want to assign this Security, fill in the form below:



          I or we assign and transfer this Security to



          




          



(Insert assignee’s social security or tax ID number)





















(Print or type assignee’s name, address, and zip code)




and irrevocably appoint










agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.










	 	 	 
	Date:                                       

	 	Your signature:                                                         
	

	 	(Sign exactly as your name appears on the other side of
	

	 	this Security)








		
	Signature Guarantee: 	

Signature must be guaranteed by participant in a recognized
Signature Guarantee Medallion Program (or other signature
guarantor program reasonably acceptable to the Trustee)





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[FORM OF NOTATION ON SECURITY RELATING TO GUARANTEE]




GUARANTEE




          The undersigned (the “Guarantors”) have unconditionally guaranteed,
jointly and severally (such guarantee by each Guarantor being referred to
herein as the “Guarantee”) (i) the due and punctual payment of the principal of
and interest on the Securities, whether at maturity, by acceleration or
otherwise, the due and punctual payment of interest on the overdue principal
and interest, if any, on the Securities, to the extent lawful, and the due and
punctual performance of all other obligations of the Company to the Holders or
the Trustee all in accordance with the terms set forth in Article Nine of the
Indenture and (ii) in case of any extension of time of payment or renewal of
any Securities or any of such other obligations, that the same will be promptly
paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.



          No past, present or future stockholder, officer, director, employee or
incorporator, as such, of any of the Guarantors shall have any liability under
the Guarantee by reason of such person’s status as stockholder, officer,
director, employee or incorporator. Each holder of a Security by accepting a
Security waives and releases all such liability. This waiver and release are
part of the consideration for the issuance of the Guarantees.



          Each holder of a Security by accepting a Security agrees that any
Guarantor named below shall have no further liability with respect to its
Guarantee if such Guarantor otherwise ceases to be liable in respect of its
Guarantee in accordance with the terms of the Indenture.




A-8










 





     The Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication on the Securities upon which the Guarantee is
noted shall have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized officers.



	 	 	 
	

	 	C. RICHARD DOBSON BUILDERS, INC.
	

	 	CHTEX OF TEXAS, 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. — GREENSBORO
	

	 	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 ENERGY, INC.
	

	 	DRH REGREM IV, INC.
	

	 	DRH REGREM V, INC.
	

	 	MEADOWS I, LTD.
	

	 	MEADOWS VIII, LTD.
	

	 	MEADOWS IX, INC.
	

	 	MEADOWS X, INC.
	

	 	MELMORT CO.
	

	 	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.







A-9









 






	 	 	 
	

	 	VERTICAL CONSTRUCTION CORPORATION
	

	 	WESTERN PACIFIC FUNDING, INC.
	

	 	WESTERN PACIFIC HOUSING, INC.
	

	 	WESTERN PACIFIC HOUSING MANAGEMENT, INC.







	 	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	Bill W. Wheat
	

	 	 	 	Executive Vice President







	 	 	 
	

	 	CH INVESTMENTS OF TEXAS, INC.
	

	 	MEADOWS II, LTD.
	

	 	THE CLUB AT PRADERA, INC.







	 	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	Robert E. Coltin
	

	 	 	 	Vice President







	 	 	 
	

	 	CHI CONSTRUCTION COMPANY
	

	 	CONTINENTAL HOMES, INC.
	

	 	DRH CONSTRUCTION, INC.
	

	 	DRH SOUTHWEST CONSTRUCTION, INC.
	

	 	DRH TUCSON CONSTRUCTION, INC.
	

	 	DRHI, INC.
	

	 	KDB HOMES, INC.
	

	 	MELODY HOMES, INC.







	 	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	Bill W. Wheat
	

	 	 	 	Executive Vice President







	 	 	 
	

	 	CONTINENTAL HOMES OF TEXAS, L.P.







	 	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	CHTEX of Texas, Inc.,
	

	 	 	 	its General Partner







	 	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	Bill W. Wheat
	

	 	 	 	Executive Vice President







	 	 	 
	

	 	D.R. HORTON MANAGEMENT COMPANY, LTD.
	

	 	D.R. HORTON — EMERALD, LTD.
	

	 	D.R. HORTON — TEXAS, LTD.







A-10









 






	 	 	 
	

	 	DRH REGREM VII, LP







	 	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	Meadows I, Ltd.,
	

	 	 	 	its General Partner







	 	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	Bill W. Wheat
	

	 	 	 	Executive Vice President







	 	 	 
	

	 	SGS COMMUNITIES AT GRANDE QUAY, LLC







	 	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	Meadows IX, Inc.,
	

	 	 	 	a Member







	 	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	Bill W. Wheat
	

	 	 	 	Executive Vice President







	 	 	 
	

	 	and







	 	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	Meadows X, Inc.,
	

	 	 	 	a Member







	 	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	Bill W. Wheat
	

	 	 	 	Executive Vice President







	 	 	 
	

	 	DRH CAMBRIDGE HOMES, LLC
	

	 	DRH REGREM VIII, LLC







	 	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	D.R. Horton, Inc. - Chicago,
	

	 	 	 	its Member







	 	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	Bill W. Wheat
	

	 	 	 	Executive Vice President







	 	 	 
	

	 	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







A-11









 






	 	 	 
	

	 	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







A-12









 






	 	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	Western Pacific Housing Management, Inc.,
	

	 	 	 	its Manager, Member or General Partner







	 	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	Bill W. Wheat
	

	 	 	 	Executive Vice President







	 	 	 
	

	 	SCHULER HOMES OF ARIZONA LLC
	

	 	SHA CONSTRUCTION LLC







	 	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	SRHI LLC,
	

	 	 	 	its Member







	 	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	SHLR of Nevada, Inc.,
	

	 	 	 	its Member







	 	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	Bill W. Wheat
	

	 	 	 	Executive Vice President







	 	 	 
	

	 	D.R. HORTON-SCHULER HOMES, LLC







	 	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	Vertical Construction Corporation,
	

	 	 	 	its Manager







	 	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	Bill W. Wheat

Executive Vice President







	 	 	 
	

	 	SRHI LLC







	 	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	SHLR of Nevada, Inc.,
	

	 	 	 	its Member







	 	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	Bill W. Wheat
	

	 	 	 	Executive Vice President







	 	 	 
	

	 	SSHI LLC







	 	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	SHLR of Washington, Inc.,
	

	 	 	 	its Member







	 	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 







A-13









 






	 	 	 	 	 
	

	 	 	 	Bill W. Wheat
	

	 	 	 	Executive Vice President








A-14