EXHIBIT 4.13
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D.R. HORTON, INC. AND THE GUARANTORS PARTY HERETO
AND
FIRST UNION NATIONAL BANK,
AS
TRUSTEE
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THIRD SUPPLEMENTAL INDENTURE
DATED AS OF AUGUST 31, 1999
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10% SENIOR NOTES
DUE 2006
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THIRD SUPPLEMENTAL INDENTURE, dated as of August 31, 1999, and effective as
of the dates set forth in Articles I and II below, to the Indenture, dated as of
April 15, 1996 (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 (as defined herein) and FIRST UNION NATIONAL
BANK, a national banking association organized and existing under the laws of
the United States of America, as trustee (the "Trustee").
RECITALS
WHEREAS, Continental Homes Holding Corp., a Delaware corporation
("Continental"), and the Trustee entered into the Indenture pursuant to which
Continental issued $150,000,000 principal amount of 10% Senior Notes due 2006
(the "Securities");
WHEREAS, on April 20, 1998, pursuant to the laws of the State of Delaware
and in accordance with the terms of the Agreement and Plan of Merger, dated as
of December 18, 1998, by and between the Company and Continental, Continental
was duly merged with and into the Company (the "Merger"), with the Company
continuing as the surviving corporation;
WHEREAS, as a result of the Merger, the Company succeeded to all
obligations, duties and liabilities of Continental under the Indenture as if
incurred or contracted by the Company;
WHEREAS, pursuant to Section 4.16 of the Indenture, the Company is required
to cause any Subsidiary with a net book value greater than $10,000,000 which is
a Restricted Subsidiary to guarantee, simultaneously with its designation as a
Restricted Subsidiary, the payment of the Securities pursuant to the terms of
Article 10 and Exhibit B of the Indenture;
WHEREAS, in accordance with Sections 4.16 and 10.03 of the Indenture, the
Company desires to cause certain Subsidiaries which are deemed to be Restricted
Subsidiaries according to the Indenture to guarantee the payment of the
Securities;
WHEREAS, pursuant to Section 10.04 of the Indenture, a Guarantor may merge
with or into, or dissolve into, the Company or another Restricted Subsidiary;
WHEREAS, in accordance with Section 10.04 of the Indenture, the Company has
caused certain Guarantors (the "Merged Guarantors") to merge with and into, the
Company or certain Restricted Subsidiaries (the "Successors");
WHEREAS, the execution of this Third Supplemental Indenture has been duly
authorized by the Boards of Directors of the Company and the Additional
Guarantors and all things necessary to make this Third Supplemental Indenture a
valid, binding and legal instrument according to its terms have been done and
performed;
THIRD SUPPLEMENTAL INDENTURE Page 1
NOW THEREFORE, for and in consideration of the premises, the Company, the
Additional Guarantors and the Existing Guarantors covenant and agree with the
Trustee for the equal and ratable benefit of the respective holders of the
Securities as follows:
ARTICLE I.
ADDITIONAL GUARANTOR
1.1 As of the respective effective dates stated below, and in accordance
with Sections 4.16 and 10.03 of the Indenture, the following Restricted
Subsidiaries (the "Additional Guarantors") hereby severally agree to be subject
to and bound by the terms of the Indenture applicable to a Guarantor and hereby
jointly and severally unconditionally and irrevocably guarantee on a senior
basis the payment of the Securities pursuant to the terms of Article 10 of, and
Exhibit B to, the Indenture:
JURISDICTION OF
NAME ORGANIZATION EFFECTIVE DATE
---- --------------- --------------
Astante Luxury Communities, Inc. Delaware June 10, 1999
D.R. Horton, Inc. - Chicago Delaware March 31, 1999
D.R. Horton, Inc. - San Diego Delaware March 31, 1999
DRH Cambridge Homes, LLC Delaware July 1, 1999
DRH Land Company, Inc. California July 1, 1999
DRH Title Company of Colorado, Inc. Colorado July 1, 1999
Meadows VIII, Ltd. Delaware July 1, 1999
1.2 The Additional Guarantors shall execute and deliver a Guarantee, which
shall be incorporated herein by reference in the form set forth in Exhibit B to
the Indenture.
ARTICLE II.
MERGED GUARANTORS
2.1 In accordance with Section 10.04 of the Indenture, the Company and the
Trustee acknowledge that the Guarantees previously given by the following Merged
Guarantors have been assumed by the Successors by reason of the merger or
dissolution of the Merged Guarantors into the Successors as indicated below:
(a) D.R. Horton Denver Management Company, Inc. merged into D.R.
Horton - Denver, Inc. as of January 4, 1999.
THIRD SUPPLEMENTAL INDENTURE Page 2
(b) Magnolia Homes Builders, Inc. merged into D.R. Horton, Inc. as of
April 6, 1999.
(c) S.G. Torrey Atlanta, Ltd. merged into D.R. Horton, Inc. - Torrey
as of April 7, 1999.
(d) Continental Ranch, Inc. merged into L&W Investments, Inc., by
Agreements of Merger signed July 21, 1999 and effective as of
July 31, 1999 in Delaware and September 2, 1999 in California,
and the name of L&W Investments, Inc. was changed to Continental
Residential, Inc.
(e) D.R. Horton Los Angeles Management Company, Inc. merged into D.R.
Horton Los Angeles Holding Company, Inc., as of August 5, 1999.
(f) D.R. Horton San Diego Management Company, Inc. merged into D.R.
Horton San Diego Holding Company, Inc., as of August 5, 1999.
(g) Land Development, Inc. merged into C. Richard Dobson Builders,
Inc. by Articles of Merger signed August 30, 1999, filed with the
Virginia State Corporation Commission August 31, 1999, and
effective on September 1, 1999.
ARTICLE III.
MISCELLANEOUS PROVISIONS
3.1 This Third Supplemental Indenture constitutes a supplement to the
Indenture, and the Indenture, the First Supplement Indenture thereto, the Second
Supplemental Indenture thereto and this Third Supplemental Indenture shall be
read together and shall have the effect so far as practicable as though all of
the provisions thereof and hereof are contained in one instrument.
3.2 The parties may sign any number of copies of this Third Supplemental
Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.
3.3 In the event that any provision in this Third Supplemental Indenture
shall be held to be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.
3.4 The article and section headings herein are for convenience only and
shall not affect the construction hereof.
3.5 Any capitalized term used in this Third 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.
THIRD SUPPLEMENTAL INDENTURE Page 3
3.6 All covenants and agreements in this Third 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 Third Supplemental Indenture shall bind its
successors and assigns.
3.7 The laws of the State of New York shall govern this Third Supplemental
Indenture, the Securities of each Series and the Guarantees.
3.8 Except as amended by this Third Supplemental Indenture, the terms and
provisions of the Indenture shall remain in full force and effect.
3.9 This Third 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 Third
Supplemental Indenture.
3.10 All liability described in paragraph 16 of the Notes of any director,
officer, employee or stockholder, as such, of the Company or any Guarantor is
waived and released.
3.11 The Trustee accepts the modifications of the trust effected by this
Third 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 Additional
Guarantors, 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 Third Supplemental Indenture, and the Trustee makes no representation with
respect thereto.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the day and year first above written.
D.R. HORTON, INC.
By: /s/ David J. Keller
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David J. Keller
Executive Vice President,
Chief Financial Officer and Treasurer
THIRD SUPPLEMENTAL INDENTURE Page 4
ADDITIONAL GUARANTORS:
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Astante Luxury Communities, Inc.
D.R. Horton, Inc. - Chicago
D.R. Horton, Inc. - San Diego
DRH Land Company, Inc.
DRH Title Company of Colorado, Inc.
Meadows VIII, Ltd.
By: /s/ David J. Keller
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David J. Keller, Treasurer
DRH Cambridge Homes, LLC
By D.R. Horton, Inc. - Chicago, a member
By: /s/ David J. Keller
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David J. Keller, Treasurer
EXISTING GUARANTORS
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C. Richard Dobson Builders, Inc.
CHI Construction Company
CHTEX of Texas, Inc.
Continental Homes, Inc.
Continental Homes of Florida, Inc.
Continental Residential, Inc.
(formerly L&W Investments, Inc.)
D.R. Horton, Inc. - Birmingham
D.R. Horton, Inc. - Denver
D.R. Horton, Inc. - Greensboro
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 San Diego Holding Company, Inc.
THIRD SUPPLEMENTAL INDENTURE Page 5
DRH Cambridge Homes, Inc.
(formerly known as D.R. Horton
Sacramento Management Company,
Inc.)
DRH Construction, Inc.
DRH Tucson Construction, Inc.
DRHI, Inc.
KDB Homes, Inc.
Meadows I, Ltd.
Meadows IX, Inc.
Meadows X, Inc.
By: /s/ David J. Keller
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David J. Keller, Treasurer
CH Investments of Texas, Inc.
Meadows II, Ltd.
By: /s/ William K. Peck
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William K. Peck
President
Continental Homes of Texas, L.P.
By CHTEX of Texas, Inc., its general partner
By: /s/ David J. Keller
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David J. Keller, Treasurer
THIRD SUPPLEMENTAL INDENTURE Page 6
D.R. Horton Management Company, Ltd.
D.R. Horton - Texas, Ltd.
By Meadows I, Ltd., its general partner
By: /s/ Donald R. Horton
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Donald R. Horton
Chairman of the Board
SGS Communities at Grande Quay, LLC
By Meadows IX, Inc., a member
By: /s/ Donald R. Horton
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Donald R. Horton
Chairman of the Board
and
By Meadows X, Inc., a member
By: /s/ Donald R. Horton
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Donald R. Horton
Chairman of the Board
THIRD SUPPLEMENTAL INDENTURE Page 7
MERGED GUARANTORS IN EXISTENCE AS
OF AUGUST 31, 1999
Continental Ranch, Inc.
Land Development, Inc.
By: /s/ Donald R. Horton
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Donald R. Horton, Chairman of the Board
FIRST UNION NATIONAL BANK, AS TRUSTEE
By: /s/ George J. Rayzis
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Name: George J. Rayzis
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Title: Vice President
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THIRD SUPPLEMENTAL INDENTURE Page 8