DRH Regrem XXI S3ASR Automatic shelf registration | SEC 13 Jun 06

DRH Regrem XXI S-3ASRAutomatic shelf registration

Exhibit 4.2

D.R. HORTON, INC.,

THE GUARANTORS PARTY HERETO,

and

AMERICAN STOCK TRANSFER & TRUST COMPANY,

Trustee

TWENTY-EIGHTH SUPPLEMENTAL INDENTURE

Dated as of June 13, 2006

Supplementing the Indenture
Dated as of June 9, 1997
with respect to the
7.5% Senior Notes Due 2007
8% Senior Notes Due 2009
5% Senior Notes due 2009
4.875% Senior Notes due 2010
6% Senior Notes due 2011
7.875% Senior Notes due 2011
5.375% Senior Notes due 2012
6.875% Senior Notes due 2013
5.875% Senior Notes due 2013
6.125% Senior Notes due 2014
5.625% Senior Notes due 2014
5.25% Senior Notes due 2015
5.625% Senior Notes due 2016
6.5% Senior Notes due 2016

THIS TWENTY-EIGHTH SUPPLEMENTAL INDENTURE, dated as of June 13, 2006, to the Indenture, dated as of June 9, 1997 (as amended, modified or supplemented from time to time in accordance therewith, the “Indenture”), by and among D.R. HORTON, INC., a Delaware corporation (the “Company”), the ADDITIONAL GUARANTORS (as defined herein), the EXISTING GUARANTORS (which includes all entities listed as an Existing Guarantor on the signature pages hereof) and AMERICAN STOCK TRANSFER & TRUST COMPANY, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Company and the Trustee entered into the Indenture to provide for the issuance from time to time of senior debt securities (the “Securities”) to be issued in one or more series as the Indenture provides;

WHEREAS, pursuant to the Sixth Supplemental Indenture, dated as of February 4, 1999, among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 8% Senior Notes due 2009 (the “8% Notes”);

WHEREAS, pursuant to the Seventh Supplemental Indenture, dated as of August 31, 1999, among the Company, the guarantors party thereto and the Trustee, the Company caused certain Restricted Subsidiaries to guarantee the 8% Notes for all purposes under the Indenture;

WHEREAS, pursuant to the Twelfth Supplemental Indenture, dated as of May 21, 2001, among the Company, the guarantors party thereto and the Trustee, the Company caused certain Restricted Subsidiaries to guarantee the 8% Notes for all purposes under the Indenture;

WHEREAS, pursuant to the Thirteenth Supplemental Indenture, dated as of August 15, 2001, among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 7.875% Senior Notes due 2011 (the “7.875% Notes”);

WHEREAS, pursuant to the Fourteenth Supplemental Indenture, dated as of February 21, 2002, among the Company, the guarantors party thereto and the Trustee, the Company caused certain Restricted Subsidiaries to guarantee the 8% Notes and 7.875% Notes for all purposes under the Indenture;

WHEREAS, pursuant to the Fifteenth Supplemental Indenture, dated as of December 3, 2002, among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 7.5% Senior Notes due 2007 (the “7.5% Notes”);

WHEREAS, pursuant to the Sixteenth Supplemental Indenture, dated as of April 17, 2003, among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 6.875% Senior Notes due 2013 (the “6.875% Notes”);

WHEREAS, pursuant to the Seventeenth Supplemental Indenture, dated as of June 25, 2003, among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 5.875% Senior Notes due 2013 (the “5.875% Notes”);

WHEREAS, pursuant to the Eighteenth Supplemental Indenture, dated as of January 13, 2004, among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 5% Senior Notes due 2009 (the “5% Notes”);

WHEREAS, pursuant to the Nineteenth Supplemental Indenture, dated as of July 12, 2004, among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 6.125% Senior Notes due 2014 (the “6.125% Notes”);

WHEREAS, pursuant to the Twentieth Supplemental Indenture, dated as of September 21, 2004, among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 5.625% Senior Notes due 2014 (the “5.625% Notes due 2014”);

WHEREAS, pursuant to the Twenty-First Supplemental Indenture, dated as of October 15, 2004, among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 4.875% Senior Notes due 2010 (the “4.875% Notes”);

WHEREAS, pursuant to the Twenty-Second Supplemental Indenture, dated as of December 15, 2004, among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 5.625% Senior Notes due 2016 (the “5.625% Notes due 2016”);

WHEREAS, pursuant to the Twenty-Third Supplemental Indenture, dated as of February 11, 2005, among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 5.25% Senior Notes due 2015 (the “5.25% Notes”);

WHEREAS, pursuant to the Twenty-Fourth Supplemental Indenture, dated as of July 7, 2005, among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 5.375% Senior Notes due 2012 (the “5.375% Notes”);

WHEREAS, pursuant to the Twenty-Fifth Supplemental Indenture, dated as of January 23, 2006, among the Company, the guarantors party thereto and the Trustee, the Company caused certain Restricted Subsidiaries to guarantee the 8% Notes, 7.875% Notes, 7.5% Notes, 6.875% Notes, 5.875% Notes, 5% Notes, 6.125% Notes, 5.625% Notes due 2014, 4.875% Notes, 5.625% Notes due 2016, 5.25% Notes and the 5.375% Notes for all purposes under the Indenture;

WHEREAS, pursuant to the Twenty-Sixth Supplemental Indenture, dated as of April 17, 2006, among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 6.0% Senior Notes due 2011 (the “6% Notes”);

WHEREAS, pursuant to the Twenty-Seventh Supplemental Indenture, dated as of April 17, 2006, among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 6.5% Senior Notes due 2016 (the “6.5% Notes,” and together with the 8% Notes, 7.875% Notes, 7.5% Notes, 6.875% Notes, 5.875% Notes, 5% Notes, 6.125% Notes, 5.625% Notes due 2014, 4.875% Notes, 5.625% Notes due 2016, 5.25% Notes, 5.375% Notes and 6% Notes, the “Notes”);

WHEREAS, pursuant to Section 4.05 of the Indenture, any Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary by the Board of Directors of the Company (which includes an authorized committee thereof) is required to guarantee the Notes for all purposes under the Indenture;

WHEREAS, the Board of Directors of the Company has redesignated certain Unrestricted Subsidiaries of the Company as Restricted Subsidiaries of the Company;

WHEREAS, pursuant to Section 4.05 of the Indenture, in order for such former Unrestricted Subsidiaries to be bound by those terms applicable to a Guarantor under the Indenture, such former Unrestricted Subsidiaries (the “Additional Guarantors”) must execute and deliver a supplemental indenture pursuant to which such Additional Guarantors shall unconditionally guarantee all of the Company’s obligations under the Notes on the terms set forth in the Indenture;

WHEREAS, the execution of this Twenty-Eighth Supplemental Indenture has been duly authorized by the Boards of Directors or other governing bodies of the Company and the Additional Guarantors and all things necessary to make this Twenty- Eighth Supplemental Indenture a legal, valid, binding and enforceable obligation of the Company and the Additional Guarantors according to its terms have been done and performed;

NOW THEREFORE, for and in consideration of the premises, the Company, the Existing Guarantors and the Additional Guarantors covenant and agree with the Trustee for the equal and ratable benefit of the respective holders of the Notes as follows:

ARTICLE I.

ADDITIONAL GUARANTORS

1.1. In accordance with Section 4.05 of the Indenture and as provided in ARTICLE NINE of the Indenture and the form of notation on security relating to Guarantee attached thereto, the following Additional Guarantors hereby unconditionally guarantee 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
D.R. Horton, Inc. — Los Angeles		Delaware
DRH Regrem XIII, Inc.		Delaware
DRH Regrem XIV, Inc.		Delaware
DRH Regrem XV, Inc.		Delaware
DRH Regrem XVI, Inc.		Delaware
DRH Regrem XVII, Inc.		Delaware
DRH Regrem XVIII, Inc.		Delaware
DRH Regrem XIX, Inc.		Delaware
DRH Regrem XX, Inc.		Delaware
DRH Regrem XXI, Inc.		Delaware


Name		Jurisdiction of Organization
DRH Regrem XXII, Inc.		Delaware
DRH Regrem XXIII, Inc.		Delaware
DRH Regrem XXIV, Inc.		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 Twenty-Eighth Supplemental Indenture constitutes a supplement to the Indenture, and the Indenture and this Twenty-Eighth 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 The parties may sign any number of copies of this Twenty-Eighth 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 Twenty-Eighth 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 Twenty-Eighth 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 Twenty-Eighth Supplemental Indenture by the Company, the Existing Guarantors and the Additional Guarantors shall bind each of their successors and assigns, whether so expressed or not. All agreements of the Trustee in this Twenty-Eighth Supplemental Indenture shall bind its successors and assigns.

2.7 The laws of the State of New York shall govern this Twenty-Eighth Supplemental Indenture, the Notes and the Guarantees.

2.8 Except as amended by this Twenty-Eighth Supplemental Indenture, the terms and provisions of the Indenture shall remain in full force and effect.

2.9 This Twenty-Eighth Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or a Subsidiary. Any such indenture, loan or debt agreement may not be used to interpret this Twenty-Eighth Supplemental Indenture.

2.10 All liability described in paragraph 13 of the Notes of any director, officer, employee or stockholder, as such, of the Company is waived and released.

2.11 The Trustee accepts the modifications of the trust effected by this Twenty-Eighth Supplemental Indenture, but only upon the terms and conditions set forth in the Indenture. Without limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness of the recitals herein contained which shall be taken as the statements of the Company and the Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity or execution or sufficiency of this Twenty-Eighth Supplemental Indenture and the Trustee makes no representation with respect thereto.

[SIGNATURES INTENTIONALLY APPEAR ON NEXT PAGE FOLLOWING]

IN WITNESS WHEREOF, the parties hereto have caused this Twenty-Eighth Supplemental Indenture to be duly executed, all as of the day and year first above written.


		EXISTING GUARANTORS:

		C. RICHARD DOBSON BUILDERS, INC.
		CHI CONSTRUCTION COMPANY
		CHTEX OF TEXAS, INC.
		CONTINENTAL HOMES, INC.
		CONTINENTAL RESIDENTIAL, INC.
		D.R. HORTON, INC. — BIRMINGHAM
		D.R. HORTON, INC. — CHICAGO
		D.R. HORTON, INC. — DENVER
		D.R. HORTON, INC. — DIETZ-CRANE
		D.R. HORTON, INC. — FRESNO
		D.R. HORTON, INC. — GREENSBORO
		D.R. HORTON, INC. — GULF COAST
		D.R. HORTON, INC. — JACKSONVILLE
		D.R. HORTON, INC. — LOUISVILLE
		D.R. HORTON, INC. — MINNESOTA
		D.R. HORTON, INC. — NEW JERSEY
		D.R. HORTON, INC. — PORTLAND
		D.R. HORTON, INC. — SACRAMENTO
		D.R. HORTON, INC. — TORREY
		D.R. HORTON LOS ANGELES HOLDING COMPANY, INC.
		D.R. HORTON MATERIALS, INC.
		D.R. HORTON ORANGE COUNTY, INC.
		D.R. HORTON SAN DIEGO HOLDING COMPANY, INC.
		DRH CAMBRIDGE HOMES, INC.
		DRH CONSTRUCTION, INC.
		DRH ENERGY, INC.
		DRH REGREM X, INC.
		DRH REGREM XI, INC.
		DRH SOUTHWEST CONSTRUCTION, INC.
		DRH TUCSON CONSTRUCTION, INC.
		DRHI, INC.
		KDB HOMES, INC.
		MEADOWS I, LTD.
		MEADOWS VIII, LTD.
		MEADOWS IX, INC.
		MEADOWS X, INC.
		MELMORT CO.
		MELODY HOMES, INC.
		SCHULER HOMES OF CALIFORNIA, INC.
		SCHULER HOMES OF OREGON, INC.
		SCHULER HOMES OF WASHINGTON, INC.
		SCHULER MORTGAGE, INC.
		SCHULER REALTY HAWAII, INC.
		SHLR OF CALIFORNIA, INC.
		SHLR OF COLORADO, INC.
		SHLR OF NEVADA, INC.
		SHLR OF UTAH, INC.
		SHLR OF WASHINGTON, INC.
		VERTICAL CONSTRUCTION CORPORATION
		WESTERN PACIFIC FUNDING, INC.
		WESTERN PACIFIC HOUSING, INC.
		WESTERN PACIFIC HOUSING MANAGEMENT, INC.


CONTINENTAL HOMES OF TEXAS, L.P.

By:	CHTEX of Texas,Inc., its General Partner

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


		D.R. HORTON MANAGEMENT COMPANY, LTD.
		D.R. HORTON — EMERALD, LTD.
		D.R. HORTON — TEXAS, LTD.
		DRH REGREM VII, LP
		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, LLC

By:	Meadows IX, Inc., a Member

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

and

By:	Meadows X, Inc., a Member

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


DRH CAMBRIDGE HOMES, LLC
DRH REGREM VIII, LLC

By:	D.R. Horton, Inc. — Chicago, its Member

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


		HPH HOMEBUILDERS 2000 L.P.
		WESTERN PACIFIC HOUSING CO., A CALIFORNIA LIMITED PARTNERSHIP
		WESTERN PACIFIC HOUSING-ANTIGUA, LLC
		WESTERN PACIFIC HOUSING-AVIARA, L.P.
		WESTERN PACIFIC HOUSING-BOARDWALK, LLC
		WESTERN PACIFIC HOUSING-BROADWAY, LLC
		WESTERN PACIFIC HOUSING-CANYON PARK, LLC
		WESTERN PACIFIC HOUSING-CARMEL, LLC
		WESTERN PACIFIC HOUSING-CARRILLO, LLC
		WESTERN PACIFIC HOUSING-COMMUNICATIONS HILL, LLC
		WESTERN PACIFIC HOUSING-COPPER CANYON, LLC
		WESTERN PACIFIC HOUSING-CREEKSIDE, LLC
		WESTERN PACIFIC HOUSING-CULVER CITY, L.P.
		WESTERN PACIFIC HOUSING-DEL VALLE, LLC
		WESTERN PACIFIC HOUSING-LOMAS VERDES, LLC
		WESTERN PACIFIC HOUSING-LOST HILLS PARK, LLC
		WESTERN PACIFIC HOUSING-MCGONIGLE CANYON, LLC
		WESTERN PACIFIC HOUSING-MOUNTAINGATE, L.P.
		WESTERN PACIFIC HOUSING-NORCO ESTATES, LLC
		WESTERN PACIFIC HOUSING-OSO, L.P.
		WESTERN PACIFIC HOUSING-PACIFIC PARK II, LLC
		WESTERN PACIFIC HOUSING-PARK AVENUE EAST, LLC
		WESTERN PACIFIC HOUSING-PARK AVENUE WEST, LLC
		WESTERN PACIFIC HOUSING-PLAYA VISTA, LLC
		WESTERN PACIFIC HOUSING-POINSETTIA, L.P.
		WESTERN PACIFIC HOUSING-RIVER RIDGE, LLC
		WESTERN PACIFIC HOUSING-ROBINHOOD RIDGE, LLC
		WESTERN PACIFIC HOUSING-SANTA FE, LLC
		WESTERN PACIFIC HOUSING-SCRIPPS, L.P.
		WESTERN PACIFIC HOUSING-SCRIPPS II, LLC
		WESTERN PACIFIC HOUSING-SEACOVE, L.P.
		WESTERN PACIFIC HOUSING-STUDIO 528, LLC
		WESTERN PACIFIC HOUSING-TERRA BAY DUETS, LLC
		WESTERN PACIFIC HOUSING-TORRANCE, LLC
		WESTERN PACIFIC HOUSING-TORREY COMMERCIAL, LLC
		WESTERN PACIFIC HOUSING-TORREY MEADOWS, LLC
		WESTERN PACIFIC HOUSING-TORREY MULTI-FAMILY, LLC
		WESTERN PACIFIC HOUSING-TORREY VILLAGE CENTER, LLC
		WESTERN PACIFIC HOUSING-VINEYARD TERRACE, LLC
		WESTERN PACIFIC HOUSING-WINDEMERE, LLC
		WESTERN PACIFIC HOUSING-WINDFLOWER, L.P.
		WPH-CAMINO RUIZ, LLC


By:	Western Pacific Housing Management, Inc., its Manager, Member or General Partner

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


SCHULER HOMES OF ARIZONA LLC
SHA CONSTRUCTION LLC

	By:	SRHI LLC,
		its Member

		By:	SHLR of Nevada, Inc.
			its Member

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


D.R. HORTON-SCHULER HOMES, LLC

	By:	Vertical Construction Corporation,
		its Manager

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

SRHI LLC

	By:	SHLR of Nevada,Inc.,
		its Member

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

SSHI LLC

	By:	SHLR of Washington, Inc.,
		its Member

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


		ADDITIONAL GUARANTORS:

		D.R. HORTON, INC. — LOS ANGELES
		DRH REGREM XIII, 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.


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



		AMERICAN STOCK TRANSFER & TRUST COMPANY,
		as Trustee

		By:		/s/ HERBERT J. LEMMER

		Name:		Herbert J. Lemmer
		Title:		Vice President

D.R. HORTON, INC.

/s/ BILL W. WHEAT

Bill W. Wheat

Executive Vice President and

Chief Financial Officer