EXHIBIT 4.7
FOURTH SUPPLEMENTAL INDENTURE, dated as of May 21, 2001, and effective
as of March 31, 2001, 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 ▇.▇. ▇▇▇▇▇▇, INC., a Delaware corporation, (the
"Company"), the ADDITIONAL GUARANTORS (as defined herein), the EXISTING
GUARANTORS (as defined herein) and FIRST UNION NATIONAL BANK, as trustee (the
"Trustee").
RECITALS
WHEREAS, Continental Homes Holding Corp. ("Continental") and the Trustee
entered into an 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 "Notes");
WHEREAS, on April 20, 1998, pursuant to the laws of the State of
Delaware and in accordance with 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 the
obligations, duties and liabilities of Continental under the Indenture as if
incurred or contracted by the Company;
WHEREAS, pursuant to Section 10.03 of the Indenture, any person may
become a Guarantor by executing and delivery to the Trustee a supplemental
indenture which subjects such person to the Indenture as a Guarantor;
WHEREAS, the execution of this Fourth 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 Fourth 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,
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
Notes as follows:
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ARTICLE I
ADDITIONAL GUARANTORS
1.1 As of March 31, 2001, and in accordance with Section 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
Name of Organization
---- ---------------
DRH Cambridge Homes, LLC Delaware
DRH Southwest Construction, Inc. California
DRH Title Company of Colorado, Inc. Colorado
▇▇▇▇▇▇▇ VIII, Ltd. Delaware
DRH Regrem I, Inc. Delaware
DRH Regrem II, Inc. Delaware
DRH Regrem III, Inc. Delaware
DRH Regrem IV, Inc. Delaware
DRH Regrem V, Inc. Delaware
DRH Regrem VI, LP Texas
DRH Regrem VII, LP Texas
DRH Regrem VIII, LLC Delaware
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.
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ARTICLE II
MISCELLANEOUS PROVISIONS
2.1 This Fourth Supplemental Indenture constitutes a supplement to the
Indenture. The Indenture and this Fourth Supplemental Indenture, by and among
the Company, the guarantors thereto and the Trustee, 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 Fourth Supplemental
Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.
2.3 In case any one or more of the provisions contained in this Fourth
Supplemental Indenture or 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 in this Fourth
Supplemental Indenture or the Notes.
2.4 The article and section headings herein are for convenience only and shall
not affect the construction hereof.
2.5 Any capitalized term used in this Fourth Supplemental Indenture that is
defined in the Indenture and not defined herein shall have the meaning specified
in the Indenture, unless the context shall otherwise require.
2.6 All covenants and agreements in this Fourth 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 Fourth Supplemental Indenture shall bind its successors and
assigns.
2.7 The laws of the State of New York shall govern this Fourth Supplemental
Indenture, the Notes and the Guarantees.
2.8 Except as amended by this Fourth Supplemental Indenture, the terms and
provisions of the Indenture shall remain in full force and effect.
2.9 This Fourth 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 Fourth
Supplemental Indenture.
2.10 All liability described in paragraph 16 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 Fourth
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 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 Fourth
Supplemental Indenture, and the Trustee makes no representation with respect
thereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Supplemental Indenture to be duly executed, as of the 21st day of May, 2001.
▇.▇. ▇▇▇▇▇▇, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President,
Chief Financial Officer, and
Treasurer
ADDITIONAL GUARANTORS:
----------------------
DRH Southwest Construction, Inc.
DRH Title Company of Colorado, Inc.
▇▇▇▇▇▇▇ VIII, Ltd.
DRH Regrem I, Inc.
DRH Regrem II, Inc.
DRH Regrem III, Inc.
DRH Regrem IV, Inc.
DRH Regrem V, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Treasurer
DRH Regrem VIII, LLC
DRH Cambridge Homes, LLC
By: ▇.▇. ▇▇▇▇▇▇, Inc. - Chicago,
a member
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Treasurer
DRH Regrem VI, LP
DRH Regrem VII, LP
By: ▇▇▇▇▇▇▇ I, Ltd., the general
partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Treasurer
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EXISTING GUARANTORS:
--------------------
DRHI, Inc.
▇▇▇▇▇▇▇ I, Ltd.
▇▇▇▇▇▇▇ IX, Inc.
▇▇▇▇▇▇▇ X, Inc.
▇.▇. ▇▇▇▇▇▇, Inc. - Birmingham
▇.▇. ▇▇▇▇▇▇, Inc. - Chicago
▇.▇. ▇▇▇▇▇▇, Inc. - Denver
▇.▇. ▇▇▇▇▇▇, Inc. - Greensboro
▇.▇. ▇▇▇▇▇▇, Inc. - Louisville
▇.▇. ▇▇▇▇▇▇, Inc. - Minnesota
▇.▇. ▇▇▇▇▇▇, Inc. - New Jersey
▇.▇. ▇▇▇▇▇▇, Inc. - Portland
▇.▇. ▇▇▇▇▇▇, Inc. - Sacramento
▇.▇. ▇▇▇▇▇▇, Inc. - Jacksonville
(formerly ▇.▇. ▇▇▇▇▇▇, Inc. -
San Diego)
▇.▇. ▇▇▇▇▇▇, Inc. - Torrey
▇.▇. ▇▇▇▇▇▇ San Diego Holding
Company, Inc.
▇.▇. ▇▇▇▇▇▇ Los Angeles Holding
Company, Inc.
DRH Construction, Inc.
DRH Cambridge Homes, Inc.
C. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Builders, Inc.
DRH Tucson Construction, Inc.
Continental Homes, Inc.
KDB Homes, Inc.
Continental Residential, Inc.
Continental Homes of Florida, Inc.
CHI Construction Company
CHTEX of Texas, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Treasurer
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SGS COMMUNITIES AT GRANDE QUAY, LLC
By: ▇▇▇▇▇▇▇ IX, Inc., a member
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Treasurer
and
By: ▇▇▇▇▇▇▇ X, Inc., a member
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Treasurer
▇.▇. ▇▇▇▇▇▇ MANAGEMENT COMPANY, LTD.
▇.▇. ▇▇▇▇▇▇-TEXAS, LTD.
By: ▇▇▇▇▇▇▇ I, Ltd.,
its general partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Treasurer
CONTINENTAL HOMES OF TEXAS, L.P.
By: CHTEX of Texas, Inc.,
its general partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Treasurer
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▇▇▇▇▇▇▇ II, LTD.
CH INVESTMENTS OF TEXAS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
President
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FIRST UNION NATIONAL BANK,
as Trustee
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
Title: Vice President
--------------------------
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