EXHIBIT 2
FORM OF SUPPLEMENTAL INDENTURE
_______________________________________________________________________________
_______________________________________________________________________________
D.R. HORTON, INC.
THE GUARANTORS PARTY HERETO,
AND
FIRST UNION NATIONAL BANK,
as
Trustee
___________
FIRST SUPPLEMENTAL INDENTURE
Dated as of April 20, 1998
___________
10% SENIOR NOTES
DUE 2006
________________________________________________________________________________
_______________________________________________________________________________
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of April 20, 1998, by and among
D.R. HORTON, INC., a Delaware corporation (the "Company"), the subsidiaries of
the Company signatory hereto (the "Additional Guarantors") 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 dated as of April
15, 1996 (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, 1997 (the "Merger Agreement"), 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, the Company desires to amend the Indenture to provide for the
assumption by the Company of all obligations of Continental pursuant to Section
5.01 of the Indenture and that all references to Continental shall now, where
appropriate, be references to "D.R. Horton, Inc.";
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; and
WHEREAS, the execution of this First 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 First Supplemental Indenture a
valid, binding and legal instrument according to its terms have been done and
performed;
NOW THEREFORE, for and in consideration of the premises, the Company and
the Additional Guarantors covenant and agree with the Trustee for the equal and
ratable benefit of the respective holders of the Securities as follows:
ARTICLE I.
CHANGE OF NAME
1.1. The Company hereby assumes all the obligations of Continental under
the Securities and the Indenture.
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1.2. The Indenture is hereby amended so that all references to Continental
shall, where appropriate, be deemed to be referenced to "D.R. Horton, Inc." and
further amended to reflect such changes in phraseology or form as may be
required thereby. Section 11.02 to the Indenture is hereby amended so that the
references to the Company's address shall be deemed to be 1901 Ascension Blvd.,
Suite 100, Arlington, Texas 76006, Attention: Chief Financial Officer.
ARTICLE II.
FORM OF SECURITY
2.1. In accordance with Article I of this First Supplemental Indenture,
Exhibit A to the Indenture is hereby amended so that all references to
Continental shall, where appropriate, be deemed to be referenced to "D.R.
Horton, Inc." and further amended to reflect such changes in phraseology or form
as may be required thereby. Exhibit A to the Indenture is hereby amended so
that the references to the Company's address shall be deemed to be 1901
Ascension Blvd., Suite 100, Arlington, Texas 76006, Attention: Chief Financial
Officer.
ARTICLE III.
ADDITIONAL GUARANTORS
3.1. In accordance with Sections 4.16 and 10.03 of the Indenture, the
following 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 the Indenture:
Name Jurisdiction of Organization
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CHTEX of Austin, Inc. Delaware
CH Investments of Texas II, Inc. Delaware
Continental Homes of Austin, L.P. Texas
DRHI, Inc. Delaware
DRH Construction, Inc. Delaware
DRH New Mexico Construction, Inc. Delaware
D.R. Horton Denver Management Colorado
Company, Inc.
D.R. Horton, Inc. - Albuquerque Delaware
D.R. Horton, Inc. - Denver Delaware
D.R. Horton, Inc. - Minnesota Delaware
D.R. Horton, Inc. - New Jersey Delaware
Meadows I, Ltd. Delaware
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Meadows II, Ltd. Delaware
Meadows IX, Inc. New Jersey
Meadows X, Inc. New Jersey
D.R. Horton Los Angeles Holding California
Company, Inc.
D.R. Horton Los Angeles Management California
Company, Inc.
D.R. Horton, Inc. - Birmingham Alabama
D.R. Horton, Inc. - Greensboro Delaware
D.R. Horton San Diego Holding California
Company, Inc.
D.R. Horton San Diego Management California
Company, Inc.
D.R. Horton, Inc. - Torrey Delaware
DRH Tucson Construction, Inc. Delaware
D. R. Horton, Inc. - Sacramento California
D.R. Horton, Inc. - Sacramento Management California
Company, Inc.
C. Richard Dobson Builders, Inc. Virginia
Land Development, Inc. Virginia
D.R. Horton Management Company, Ltd. Texas
D.R. Horton - Texas, Ltd. Texas
SGS Communities at Grande Quay, LLC New Jersey
S. G. Torrey Atlanta, Ltd. Georgia
3.2. 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.
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ARTICLE IV.
MISCELLANEOUS PROVISIONS
4.1. This First Supplemental Indenture constitutes a supplement to the
Indenture, and the Indenture and this First 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.
4.2. This First Supplemental Indenture may be executed in any number of
counterparts, each of which when so executed shall together constitute but one
and the same instrument.
4.3. In the event that any provision in this First 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.
4.4. The article and section headings herein are for convenience only and
shall not affect the construction hereof.
4.5. Any capitalized term used in this First 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.
4.6. All covenants and agreements in this First Supplemental Indenture by
the Company and the Additional Guarantors shall bind each of their successors
and assigns, whether so expressed or not.
4.7. This First Supplemental Indenture shall be deemed to be a contract
under the internal laws of the State of New York, and for all purposes shall be
construed in accordance with the laws of such State.
4.8. Except as amended by this First Supplemental Indenture, the terms and
provisions of the Indenture shall remain in full force and effect.
4.9. The Trustee accepts the modifications of the trust effected by this
First 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 First Supplemental Indenture and
the Trustee makes no representation with respect thereto.
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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed, all as of the day and year first above written.
D.R. HORTON, INC.
By:
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Name:
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Title:
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GUARANTORS:
Continental Homes, Inc.
KDB Homes, Inc.
L&W Investments, Inc.
Continental Ranch, Inc.
Continental Homes of Florida, Inc.
CHI Construction Company
By:
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Name:
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Title:
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ADDITIONAL GUARANTORS
CHTEX of Austin, Inc.
CH Investments of Texas II, Inc.
DRHI, Inc.
DRH Construction, Inc.
DRH New Mexico Construction, Inc.
D.R. Horton Denver Management Company, Inc.
D.R. Horton, Inc. - Albuquerque
D.R. Horton, Inc. - Denver
D.R. Horton, Inc. - Minnesota
D.R. Horton, Inc. - New Jersey
Meadows I, Ltd.
Meadows II, Ltd.
Meadows IX, Inc.
Meadows X, Inc.
D.R. Horton Los Angeles Holding Company,
Inc.
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D.R. Horton Los Angeles Management
Company, Inc.
D.R. Horton, Inc. - Birmingham
D.R. Horton, Inc. - Greensboro
D.R. Horton San Diego Holding Company, Inc.
D.R. Horton San Diego Management
Company, Inc.
D.R. Horton, Inc. - Torrey
DRH Tucson Construction, Inc.
D. R. Horton, Inc. - Sacramento
D.R. Horton, Inc. - Sacramento Management Company,
Inc.
C. Richard Dobson Builders, Inc.
Land Development, Inc.
S. G. Torrey Atlanta, Ltd.
By:
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Name:
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Title:
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Continental Homes of Austin, L.P.
By: CHTEX of Austin, Inc.
Its: General Partner
By:
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Name:
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Title:
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D.R. Horton Management Company, Ltd.
By: Meadows I, Ltd.
its general partner
By:
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Name:
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Title:
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D.R. Horton - Texas, Ltd.
By: Meadows I, Ltd.
its general partner
By:
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Name:
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Title:
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SGS Communities at Grande Quay, LLC
By: Meadows IX, Inc., a member
By:
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Name:
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Title:
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and
By: Meadows X, Inc., a member
By:
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Name:
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Title:
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FIRST UNION NATIONAL BANK,
as Trustee
By:
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Name:
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Title:
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