EX-4.13 7 d96909ex4-13.txt 14TH SUPPLEMENTAL INDENTURE RE: SENIOR NOTES EXHIBIT 4.13 ================================================================================ D.R. HORTON, INC., THE GUARANTORS PARTY HERETO, AND AMERICAN STOCK TRANSFER & TRUST COMPANY, as Trustee ----------- FOURTEENTH SUPPLEMENTAL INDENTURE Dated as of February 21, 2002 ----------- Supplementing the Indenture Dated as of June 9, 1997 with respect to the 8 3/8% Senior Notes Due 2004 10 1/2% Senior Notes Due 2005 8% Senior Notes Due 2009 7 7/8% Senior Notes Due 2011 Zero Coupon Convertible Senior Notes Due 2021 ================================================================================ THIS FOURTEENTH SUPPLEMENTAL INDENTURE, dated as of February 21, 2002, 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 (as defined herein) 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 First Supplemental Indenture, dated as of June 9, 1997 (the "First Supplemental Indenture"), among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 8 3/8% Senior Notes due 2004 in the aggregate principal amount of $250,000,000 (the "8 3/8% Notes"), pursuant to the Sixth Supplemental Indenture, dated as of February 4, 1999 (the "Sixth Supplemental Indenture"), 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 in the aggregate principal amount of up to $400,000,000 (the "8% Notes"), pursuant to the Eighth Supplemental Indenture, dated as of March 21, 2000 (the "Eighth Supplemental Indenture") and the Tenth Supplemental Indenture, dated as of June 5, 2000 (the "Tenth Supplemental Indenture"), among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 10 1/2% Senior Notes due 2005 in the aggregate principal amount of $200,000,000 (the "10 1/2% Notes"), pursuant to the Eleventh Supplemental Indenture, dated as of May 11, 2001 (the "Eleventh Supplemental Indenture"), among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its Zero Coupon Convertible Senior Notes due 2021 in the aggregate principal amount at maturity of $381,113,000 (the "Zero Coupon Notes"), and pursuant to the Thirteenth Supplemental Indenture, dated as of August 15, 2001 (the "Thirteenth Supplemental Indenture"), among the Company, the guarantors party thereto (the "Existing Guarantors") and the Trustee, the Company issued a series of Securities designated as its 7 7/8% Senior Notes due 2011 in the aggregate principal amount of $200,000,000 (the "7 7/8% Notes" and, together with the 8 3/8% Notes, the 8% Notes, the 10 1/2% Notes and the Zero Coupon Notes, the "Notes"); WHEREAS, on February 21, 2002, 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 October 22, 2001, as amended, by and between the Company and Schuler Homes, Inc., a Delaware corporation ("Schuler"), Schuler was duly merged with and into the Company, with the Company continuing as the surviving corporation (the "Merger"); WHEREAS, pursuant to Section 4.05 of the Indenture, any Restricted Subsidiary that the Company organizes, acquires or otherwise invests in, or any Unrestricted Subsidiary that is 1 redesignated as a Restricted Subsidiary, is required to guarantee the Notes for all purposes under the Indenture; WHEREAS, as a result of the Merger and pursuant to Section 4.05 of the Indenture, the Company desires to cause each of the former subsidiaries of Schuler who are deemed to be Restricted Subsidiaries (the "Additional Guarantors") to be bound by those terms applicable to a Guarantor under the Indenture, and cause such Additional Guarantors to 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; and WHEREAS, the execution of this Fourteenth Supplemental Indenture has been duly authorized by the Executive Committee of the Board of Directors of the Company and the Boards of Directors or other governing bodies of the Additional Guarantors and all things necessary to make this Fourteenth 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 Securities as follows: ARTICLE I. ADDITIONAL GUARANTORS 1.1. In accordance with Section 4.05 of the Indenture, 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 ---- ---------------------------- Allegra, LLC California AP LHI, Inc. California AP Western GP Corporation Delaware AP WP Operating Corporation Delaware AP WP Partners, L.P. Delaware APLAM, LLC California D.R. Horton-Schuler Homes, LLC Delaware HPH Homebuilders 2000 L.P. California HPH Homebuilders LP 1995 California HPH Homebuilders LP 1996 California LAMCO Housing, Inc. California Livermore Homebuilders LP California Melody Homes, Inc. Delaware
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Name Jurisdiction of Organization ---- ---------------------------- Melody Mortgage Co. Colorado Oakley-Avalon LP California Porter GP LLC Delaware Schuler Homes of Arizona LLC Delaware Schuler Homes of California, Inc. California Schuler Homes of Oregon, Inc. Oregon Schuler Homes of Washington, Inc. Washington Schuler Mortgage, Inc. Delaware Schuler Realty/Maui, Inc. Hawaii Schuler Realty/Oahu, Inc. Hawaii SHA Construction LLC Delaware SHLR of California, Inc. California SHLR of Colorado, Inc. Colorado SHLR of Nevada, Inc. Nevada SHLR of Utah, Inc. Utah SHLR of Washington, Inc. Washington SRHI LLC Delaware SSHI LLC Delaware Vertical Construction Corporation Delaware Western Pacific Funding, Inc. California Western Pacific Housing Co. California Western Pacific Housing Management, Inc. (formerly Western Pacific California Housing, Inc., a California corporation) Western Pacific Housing, Inc. (formerly Schuler Holdco, Inc., a Delaware Delaware corporation) Western Pacific Housing-Antigua, LLC Delaware Western Pacific Housing-Aviara, L.P. California Western Pacific Housing-Boardwalk, LLC Delaware Western Pacific Housing-Broadway, LLC Delaware Western Pacific Housing-Canyon Park, LLC Delaware Western Pacific Housing-Carmel, LLC Delaware Western Pacific Housing-Carrillo, LLC Delaware Western Pacific Housing-Communications Hill, LLC Delaware Western Pacific Housing-Copper Canyon, LLC Delaware Western Pacific Housing-Coto Venture, L.P. California Western Pacific Housing-Creekside, LLC Delaware Western Pacific Housing-Culver City, L.P. California Western Pacific Housing-Del Valle, LLC Delaware Western Pacific Housing-Lomas Verdes, LLC Delaware Western Pacific Housing-Lost Hills Park, LLC Delaware Western Pacific Housing-Lyons Canyon Partners, LLC Delaware Western Pacific Housing-McGonigle Canyon, LLC Delaware Western Pacific Housing-Mountaingate, L.P. California Western Pacific Housing-Norco Estates, LLC Delaware
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Name Jurisdiction of Organization ---- ---------------------------- Western Pacific Housing-Oso, L.P. California Western Pacific Housing-Pacific Park II, LLC Delaware Western Pacific Housing-Park Avenue East, LLC Delaware Western Pacific Housing-Park Avenue West, LLC Delaware Western Pacific Housing-Playa Vista, LLC Delaware Western Pacific Housing-Poinsettia, L.P. California Western Pacific Housing-River Ridge, LLC Delaware Western Pacific Housing-Robinhood Ridge, LLC Delaware Western Pacific Housing-Santa Fe, LLC Delaware Western Pacific Housing-Scripps II, LLC Delaware Western Pacific Housing-Scripps, L.P. California Western Pacific Housing-Sea Cove, L.P. California Western Pacific Housing-Studio 528, LLC Delaware Western Pacific Housing-Terra Bay Duets, LLC Delaware Western Pacific Housing-Torrance, LLC Delaware Western Pacific Housing-Torrey Commercial, LLC Delaware Western Pacific Housing-Torrey Meadows, LLC Delaware Western Pacific Housing-Torrey Multi-Family, LLC Delaware Western Pacific Housing-Torrey Village Center, LLC Delaware Western Pacific Housing-Vineyard Terrace, LLC Delaware Western Pacific Housing-Westlake II, L.P. California Western Pacific Housing-Windemere, LLC Delaware Western Pacific Housing-Windflower, L.P. California WPH-Camino Ruiz, LLC Delaware WPH-HPH, LLC Delaware
1.2 The Trustee is hereby authorized to add the above-named Additional Guarantors to the list of Guarantors on the Guarantees affixed to the Notes. 1.3 In accordance with Section 5.01 of the Indenture, the Company, as the surviving entity in the Merger, assumes all of the obligations of the Company under the Notes and the Indenture. ARTICLE II. DESIGNATED SENIOR INDEBTEDNESS 2.1 Each series of Securities and each Guarantee under the Indenture shall be deemed "Designated Senior Indebtedness" and "Guarantor Senior Indebtedness," respectively, for purposes of the Indenture, dated as of June 28, 2001, by and among Schuler, the guarantors party thereto and U.S. Bank Trust National Association, as trustee. 4 ARTICLE III. MISCELLANEOUS 3.1. This Fourteenth Supplemental Indenture constitutes a supplement to the Indenture, and the Indenture and this Fourteenth 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 Fourteenth 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 Fourteenth 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. 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 Fourteenth 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. 3.6 All covenants and agreements in this Fourteenth 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 Fourteenth Supplemental Indenture shall bind its successors and assigns. 3.7 The laws of the State of New York shall govern this Fourteenth Supplemental Indenture, the Notes and the Guarantees. 3.8 Except as amended by this Fourteenth Supplemental Indenture, the terms and provisions of the Indenture shall remain in full force and effect. 3.9 This Fourteenth 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 Fourteenth Supplemental Indenture. 3.10 All liability described in paragraph 12 of the Notes, of any director, officer, employee or stockholder, as such, of the Company is waived and released. 3.11 The Trustee accepts the modifications of the trust effected by this Fourteenth 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 5 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 Fourteenth Supplemental Indenture and the Trustee makes no representation with respect thereto. [SIGNATURES INTENTIONALLY APPEAR ON NEXT PAGE FOLLOWING] 6 IN WITNESS WHEREOF, the parties hereto have caused this Fourteenth Supplemental Indenture to be duly executed, all as of the day and year first above written. D.R. HORTON, INC. By: /s/ SAMUEL R. FULLER ------------------------------------------- Samuel R. Fuller Executive Vice President, Chief Financial Officer, and Treasurer EXISTING GUARANTORS: C. Richard Dobson Builders, Inc. CHI Construction Company CHTEX of Texas, Inc. Continental Homes, Inc. Continental Homes of Florida, 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 Los Angeles Holding Company, Inc. D.R. Horton, Inc. - Minnesota D.R. Horton, Inc. - New Jersey D.R. Horton, Inc. - Portland D.R. Horton, Inc. - Sacramento D.R. Horton San Diego Holding Company, Inc. D.R. Horton, Inc. - Torrey DRH Cambridge Homes, Inc. DRH Construction, Inc. DRH Regrem II, Inc. DRH Regrem III, Inc. DRH Regrem IV, Inc. DRH Regrem V, Inc. DRH Southwest Construction, Inc. DRH Title Company of Colorado, Inc. DRH Tucson Construction, Inc. DRHI, Inc. KDB Homes, Inc. Meadows I, Ltd. Meadows VIII, Ltd. Meadows IX, Inc. Meadows X, Inc. By: /s/ SAMUEL R. FULLER ------------------------------------------- Samuel R. Fuller Treasurer DRH Regrem VIII, LLC DRH Cambridge Homes, LLC By: D.R. Horton, Inc. - Chicago, a member By: /s/ SAMUEL R. FULLER -------------------------------- Samuel R. Fuller Treasurer D.R. Horton - Emerald, Ltd. D.R. Horton Management Company, Ltd. D.R. Horton-Texas, Ltd. DRH Regrem VII, LP By: Meadows I, Ltd., the general partner By: /s/ SAMUEL R. FULLER -------------------------------- Samuel R. Fuller Treasurer SGS Communities At Grande Quay, LLC By: Meadows IX, Inc., a member By: /s/ SAMUEL R. FULLER -------------------------------- Samuel R. Fuller Treasurer and By: Meadows X, Inc., a member By: /s/ SAMUEL R. FULLER -------------------------------- Samuel R. Fuller Treasurer Continental Homes of Texas, L.P. By: CHTEX of Texas, Inc., the general partner By: /s/ SAMUEL R. FULLER -------------------------------- Samuel R. Fuller Treasurer Meadows II, Ltd. CH Investments of Texas, Inc. By: /s/ WILLIAM PECK -------------------------------- William Peck President ADDITIONAL GUARANTORS: Allegra, LLC AP LHI, Inc. AP Western GP Corporation AP WP Operating Corporation AP WP Partners, L.P. APLAM, LLC HPH Homebuilders 2000 L.P. HPH Homebuilders LP 1995 HPH Homebuilders LP 1996 LAMCO Housing, Inc. Livermore Homebuilders LP Melody Homes, Inc. Melody Mortgage Co. Oakley-Avalon LP Porter GP LLC Schuler Homes of Arizona LLC Schuler Homes of California, Inc. Schuler Homes of Oregon, Inc. Schuler Homes of Washington, Inc. Schuler Mortgage, Inc. Schuler Realty/Maui, Inc. Schuler Realty/Oahu, Inc. SHA Construction LLC SHLR of California, Inc. SHLR of Colorado, Inc. SHLR of Nevada, Inc. SHLR of Utah, Inc. SHLR of Washington, Inc. SRHI LLC SSHI LLC Vertical Construction Corporation Western Pacific Funding, Inc. Western Pacific Housing Co. Western Pacific Housing Management, Inc., (formerly Western Pacific Housing, Inc., a California corporation) Western Pacific Housing, Inc. (formerly Schuler Holdco, Inc., a Delaware corporation) 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-Coto Venture, L.P. 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-Lyons Canyon Partners, 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-Pointsettia, L.P. Western Pacific Housing-River Ridge, LLC Western Pacific Housing-Robinhood Ridge, LLC Western Pacific Housing-Santa Fe, LLC Western Pacific Housing-Scripps II, LLC Western Pacific Housing-Scripps, L.P. Western Pacific Housing-Sea Cove, 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-Westlake II, L.P. Western Pacific Housing-Windemere, LLC Western Pacific Housing-Windflower, L.P. WPH-Camino Ruiz, LLC WPH-HPH, LLC By: /s/ THOMAS CONNELLY ------------------------------------------------ Thomas Connelly, Chief Financial Officer and Secretary of each corporate guarantor, of each managing member or sole manager of each limited liability company guarantor, and of each general partner of each limited partnership guarantor D.R. Horton-Schuler Homes, LLC By: Vertical Construction Corporation, its manager By: /s/ THOMAS CONNELLY --------------------------------------- Thomas Connelly Chief Financial Officer and Secretary AMERICAN STOCK TRANSFER & TRUST COMPANY, as Trustee By: /s/ HERBERT J. LEMMER ------------------------------------------------ Name: Herbert J. Lemmer ---------------------------------------------- Title: Vice President ---------------------------------------------