<SUBMISSION>
<ACCESSION-NUMBER>0000950134-02-005626
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>14
<PERIOD>20020331
<FILING-DATE>20020515
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>HORTON D R INC /DE/
<CIK>0000882184
<ASSIGNED-SIC>1531
<IRS-NUMBER>752386963
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0930
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>001-14122
<FILM-NUMBER>02649420
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1901 ASCENSION BLVD
<STREET2>STE 100
<CITY>ARLINGTON
<STATE>TX
<ZIP>76006
<PHONE>8178568200
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1901 ASCENSION BLVD
<STREET2>SUITE 100
<CITY>ARLINGTON
<STATE>TX
<ZIP>76006
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>d96909e10-q.txt
<DESCRIPTION>FORM 10-Q FOR QUARTER ENDED MARCH 31, 2002
<TEXT>
<PAGE>
                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


(Mark One)

    x    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
   ---   EXCHANGE ACT OF 1934

For the Quarterly Period Ended March  31, 2002
                               ---------------

                                       OR

         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
   ---   EXCHANGE ACT OF 1934

For the Transition Period From                     To
                               -------------------    -------------------


Commission file number   1-14122
                       -----------


                                D.R. Horton, Inc.
      --------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                 DELAWARE                                75-2386963
     -------------------------------                 -------------------
     (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)                  Identification No.)

  1901 Ascension Blvd., Suite 100, Arlington, Texas             76006
--------------------------------------------------------------------------------
     (Address of principal executive offices)                 (Zip Code)

                                 (817) 856-8200
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                           Yes  X   No
                               ---     ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

      Common stock, $.01 par value --   146,309,661  shares as of May 10, 2002
                                       -------------

                         This report contains 35 pages.


<PAGE>





                                      INDEX

                                D.R. HORTON, INC.


<Table>
<Caption>

                                                                                                                   PAGE
                                                                                                                   ----
<S>            <C>                                                                                                 <C>
PART I.        FINANCIAL INFORMATION.



ITEM 1.        Financial Statements.

               Consolidated Balance Sheets -- March 31, 2002 and September 30, 2001.                                  3

               Consolidated Statements of Income -- Three Months and Six Months Ended
                   March 31, 2002 and 2001.                                                                           4

               Consolidated Statements of Cash Flows -- Six Months Ended March 31,
                   2002 and 2001.                                                                                     5

               Notes to Consolidated Financial Statements.                                                         6-18

ITEM 2.        Management's Discussion and Analysis of Results of Operations and
                   Financial Condition.                                                                           19-27

ITEM 3.        Quantitative and Qualitative Disclosures about Market Risk.                                           28

PART II.       OTHER INFORMATION.

ITEM 2.        Changes in Securities.                                                                                29

ITEM 4.        Submission of Matters to a Vote of Security Holders.                                                  30

ITEM 5.        Other Information.                                                                                    31

ITEM 6.        Exhibits and Reports on Form 8-K                                                                   32-34

SIGNATURES.                                                                                                          35
</Table>



<PAGE>




ITEM 1.  FINANCIAL STATEMENTS

                       D.R. HORTON, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>



                                                                                   MARCH 31,        SEPTEMBER 30,
                                                                                     2002               2001
                                                                                 -------------      -------------
                                                                                          (IN THOUSANDS)
                                                                                  (UNAUDITED)
<S>                                                                              <C>                <C>
                                        ASSETS

HOMEBUILDING:
Cash .......................................................................     $     176,241      $     232,305
Inventories:
    Finished homes and construction in progress ............................         1,991,513          1,424,101
    Residential lots  - developed and under development ....................         2,199,256          1,377,452
    Land held for development ..............................................            10,365              2,824
                                                                                 -------------      -------------
                                                                                     4,201,134          2,804,377
Property and equipment (net) ...............................................            68,536             53,096
Earnest money deposits and other assets ....................................           358,888            181,659
Excess of cost over net assets acquired ....................................           564,005            136,223
                                                                                 -------------      -------------
                                                                                     5,368,804          3,407,660
                                                                                 -------------      -------------
FINANCIAL SERVICES:
Cash .......................................................................            13,485              6,975
Mortgage loans held for sale ...............................................           202,323            222,818
Other assets ...............................................................            12,042             14,737
                                                                                 -------------      -------------
                                                                                       227,850            244,530
                                                                                 -------------      -------------
                                                                                 $   5,596,654      $   3,652,190
                                                                                 =============      =============

                                     LIABILITIES
HOMEBUILDING:
Accounts payable and other liabilities .....................................     $     629,932      $     498,576
Notes payable ..............................................................         2,748,197          1,701,689
                                                                                 -------------      -------------
                                                                                     3,378,129          2,200,265
                                                                                 -------------      -------------

FINANCIAL SERVICES:
Accounts payable and other liabilities .....................................             9,750             10,173
Notes payable to financial institutions ....................................           148,157            182,641
                                                                                 -------------      -------------
                                                                                       157,907            192,814
                                                                                 -------------      -------------
                                                                                     3,536,036          2,393,079
                                                                                 -------------      -------------
Minority interests .........................................................            21,887              8,864
                                                                                 -------------      -------------

                                 STOCKHOLDERS' EQUITY

Preferred stock, $.10 par value, 30,000,000 shares authorized,
    no shares issued .......................................................                --                 --
Common stock, $.01 par value, 200,000,000 shares authorized, 146,254,255
    shares at March 31, 2002 and 76,901,511 shares at September 30,
    2001, issued and outstanding ...........................................             1,463                769
Additional capital .........................................................         1,346,209            704,842
Unearned compensation ......................................................            (7,460)                --
Retained earnings ..........................................................           698,519            544,636
                                                                                 -------------      -------------
                                                                                     2,038,731          1,250,247
                                                                                 -------------      -------------
                                                                                 $   5,596,654      $   3,652,190
                                                                                 =============      =============
</Table>




          See accompanying notes to consolidated financial statements.

                                       -3-

<PAGE>




                       D.R. HORTON, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME

<Table>
<Caption>

                                                                  THREE MONTHS                   SIX MONTHS
                                                                 ENDED MARCH 31,               ENDED MARCH 31,
                                                          ----------------------------    ----------------------------
                                                              2002            2001           2002             2001
                                                          ------------    ------------    ------------    ------------
                                                                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                                      -------------------------------------
                                                                                  (UNAUDITED)
                                                                                  -----------
<S>                                                       <C>             <C>             <C>             <C>
HOMEBUILDING:
Revenues

     Home sales .......................................   $  1,534,357    $    853,575    $  2,660,095    $  1,709,652
     Land/lot sales ...................................         41,843          38,832          51,073          56,309
                                                          ------------    ------------    ------------    ------------
                                                             1,576,200         892,407       2,711,168       1,765,961
                                                          ------------    ------------    ------------    ------------
Cost of sales
     Home sales .......................................      1,258,842         682,760       2,157,740       1,372,659
     Land/lot sales ...................................         36,203          30,647          44,110          44,079
                                                          ------------    ------------    ------------    ------------
                                                             1,295,045         713,407       2,201,850       1,416,738
                                                          ------------    ------------    ------------    ------------
Gross profit
     Home sales .......................................        275,515         170,815         502,355         336,993
     Land/lot sales ...................................          5,640           8,185           6,963          12,230
                                                          ------------    ------------    ------------    ------------
                                                               281,155         179,000         509,318         349,223

Selling, general and administrative expense ...........        149,494          94,101         267,911         185,999
Interest expense ......................................          2,563           1,623           3,759           4,529
Other (income) expense ................................         (2,426)          5,684             146           8,998
                                                          ------------    ------------    ------------    ------------
                                                               131,524          77,592         237,502         149,697
                                                          ------------    ------------    ------------    ------------
FINANCIAL SERVICES:
Revenues ..............................................         23,865          14,429          48,787          28,538
Selling, general and administrative expense ...........         14,918           9,830          30,041          19,967
Interest expense ......................................            999             875           2,335           2,007
Other (income) ........................................         (2,818)         (1,213)         (5,862)         (2,629)
                                                          ------------    ------------    ------------    ------------
                                                                10,766           4,937          22,273           9,193
                                                          ------------    ------------    ------------    ------------
     INCOME BEFORE INCOME TAXES .......................        142,290          82,529         259,775         158,890
Provision for income taxes ............................         53,359          30,948          97,416          59,584
                                                          ------------    ------------    ------------    ------------
Income before cumulative effect of change in
     accounting principle .............................         88,931          51,581         162,359          99,306
Cumulative effect of change in accounting
     principle, net of income taxes of $1,282 .........             --              --              --           2,136
                                                          ------------    ------------    ------------    ------------
     NET INCOME .......................................   $     88,931    $     51,581    $    162,359    $    101,442
                                                          ============    ============    ============    ============

Basic earnings per common share:
     Income before cumulative effect of change
         in accounting principle ......................   $       0.69    $       0.46    $       1.33    $       0.88
     Cumulative effect of change in accounting
         principle, net of income taxes ...............             --              --              --            0.02
                                                          ------------    ------------    ------------    ------------
     Net income .......................................   $       0.69    $       0.46    $       1.33    $       0.90
                                                          ============    ============    ============    ============

Diluted earnings per common share:
     Income before cumulative effect of change in
         in accounting principle ......................   $       0.64    $       0.45    $       1.26    $       0.86
     Cumulative effect of change in accounting
         principle, net of income taxes ...............             --              --              --            0.02
                                                          ------------    ------------    ------------    ------------
     Net income .......................................   $       0.64    $       0.45    $       1.26    $       0.88
                                                          ============    ============    ============    ============

Cash dividends per share ..............................   $       0.06    $       0.05    $       0.11    $       0.09
                                                          ============    ============    ============    ============
</Table>

          See accompanying notes to consolidated financial statements.

                                       -4-

<PAGE>




                       D.R. HORTON, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<Table>
<Caption>
                                                                                               SIX MONTHS
                                                                                            ENDED MARCH 31,
                                                                                     ------------------------------
                                                                                        2002               2001
                                                                                     ------------      ------------
                                                                                              (IN THOUSANDS)
                                                                                               (UNAUDITED)
<S>                                                                                  <C>               <C>
OPERATING ACTIVITIES
     Net income ................................................................     $    162,359      $    101,442
     Adjustments to reconcile net income to net cash provided by (used in)
      operating activities:
     Depreciation and amortization .............................................           11,024            11,972
     Amortization of debt premiums and fees ....................................            4,476             1,165
     Changes in operating assets and liabilities:
      Increase in inventories ..................................................         (116,046)         (289,052)
      Increase in earnest money deposits and other assets ......................          (45,592)          (24,905)
      Decrease (increase) in mortgage loans held for sale ......................           20,495            (9,527)
      Decrease in accounts payable and other liabilities .......................          (97,586)          (17,584)
                                                                                     ------------      ------------

NET CASH USED IN OPERATING ACTIVITIES ..........................................          (60,870)         (226,489)
                                                                                     ------------      ------------

INVESTING ACTIVITIES
     Net purchases of property and equipment ...................................          (15,725)          (10,356)
     Distributions from (investments in) venture capital entities ..............              500            (2,022)
     Net cash paid for acquisitions ............................................         (152,573)           (1,318)
                                                                                     ------------      ------------

NET CASH USED IN INVESTING ACTIVITIES ..........................................         (167,798)          (13,696)
                                                                                     ------------      ------------

FINANCING ACTIVITIES
     Proceeds from notes payable ...............................................        1,555,000           538,993
     Repayment of notes payable ................................................       (1,377,974)         (444,808)
     Issuance of senior subordinated notes payable .............................               --           198,404
     Proceeds from issuance of common stock associated with certain
      employee benefit plans ...................................................              855                73
     Proceeds from exercise of stock options ...................................            9,709             7,251
     Payment of cash dividends .................................................           (8,476)           (6,106)
                                                                                     ------------      ------------

NET CASH PROVIDED BY FINANCING ACTIVITIES ......................................          179,114           293,807
                                                                                     ------------      ------------

(DECREASE) INCREASE IN CASH ....................................................          (49,554)           53,622
      Cash at beginning of period ..............................................          239,280            72,525
                                                                                     ------------      ------------
      Cash at end of period ....................................................     $    189,726      $    126,147
                                                                                     ============      ============
</Table>


          See accompanying notes to consolidated financial statements.




                                      -5-
<PAGE>



                       D.R. HORTON, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2002

NOTE A - BASIS OF PRESENTATION

The accompanying unaudited, consolidated financial statements include the
accounts of D.R. Horton, Inc. and its subsidiaries (the "Company"). Intercompany
accounts and transactions have been eliminated in consolidation. The statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and the instructions to Form 10-Q and
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. Operating results for the
three-month and six-month periods ended March 31, 2002 are not necessarily
indicative of the results that may be expected for the year ending September 30,
2002.

Business - The Company is a national builder that is engaged primarily in the
construction and sale of single-family housing in the United States. The Company
designs, builds and sells single-family houses on lots developed by the Company
and on finished lots which it purchases, ready for home construction.
Periodically, the Company sells land or lots it has developed. The Company also
provides title agency and mortgage brokerage services to its home buyers.

Stock Split - In March 2002, the Company's Board of Directors declared a
three-for-two stock split (effected as a 50% stock dividend), payable on April
9, 2002 to common stockholders of record on March 26, 2002. The shares issued
and outstanding as of March 31, 2002 and the related Common Stock and Additional
Capital balances have been restated to reflect the stock split.

NOTE B - CHANGES IN ACCOUNTING PRINCIPLES

Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities", was issued in June 1998, and was
later amended by SFAS 137 and 138, which were issued in June 1999 and June 2000,
respectively. Pursuant to the implementation requirements of SFAS No. 133, the
Company adopted it on October 1, 2000, the first day of the Company's fiscal
year ending September 30, 2001. The Company's interest rate swaps, the terms of
which are more fully described in Item 3, were not designated as hedges under
the provisions of SFAS No. 133. The Statement requires such swaps to be recorded
in the consolidated balance sheet at fair value. Changes in their fair value
must be recorded in the consolidated statements of income. Accordingly, the
Company recorded a cumulative effect of a change in accounting principle
amounting to $2.1 million, net of income taxes of $1.3 million, as an adjustment
to net income in the six months ended March 31, 2001. The fair value of the
Company's interest rate swaps at March 31, 2002 and September 30, 2001 is
recorded in homebuilding other assets, and the changes in their fair value
during the three months and six months ended March 31, 2002 and 2001 are
recorded in homebuilding other income.

SFAS No. 133 was also implemented on October 1, 2000 for the hedging activities
of the Company's financial services segment. The effects of doing so were not
significant.

In June 2001, the Financial Accounting Standards Board issued SFAS No. 141,
"Business Combinations", and SFAS No. 142, "Goodwill and Other Intangible
Assets". Under Statement No. 142, goodwill and intangible assets deemed to have
indefinite lives will no longer be amortized but will be subject to annual
impairment tests. Other intangible assets will continue to be amortized over
their useful lives. The Company early-adopted the new rules on accounting for
goodwill and other intangible assets beginning October 1, 2001. The Company
performed the required impairment tests at October 31, 2001 and determined that
no goodwill or other intangible asset impairments exist. The following
summarizes the pro forma impact of the non-amortization approach for the three
months and six months ended March 31, 2001 as if these Statements had been
adopted on October 1, 2000:


<Table>
<Caption>

                                                         THREE MONTHS ENDED      SIX MONTHS ENDED
                                                           MARCH 31, 2001         MARCH 31, 2001
                                                         ------------------      ----------------
                                                          (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                      <C>                      <C>
Net income, as previously reported ....................     $      51,581         $     101,442
Amortization of goodwill, net of income taxes
    of $775 and $1,538 respectively ...................             1,291                 2,564
                                                            -------------         -------------
Net income, as adjusted ...............................     $      52,872         $     104,006
                                                            =============         =============
Net income per share, as adjusted:
        Basic .........................................     $        0.47         $        0.92
                                                            =============         =============
        Diluted .......................................     $        0.46         $        0.91
                                                            =============         =============
</Table>





                                      -6-
<PAGE>

                       D.R. HORTON, INC. AND SUBSIDIARIES
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)
                                 MARCH 31, 2002


NOTE C - SEGMENT INFORMATION

The Company's financial reporting segments consist of homebuilding and financial
services. The Company's homebuilding operations comprise the most substantial
part of its business, with approximately 98% of consolidated revenues for the
three months and six months ended March 31, 2002 and 2001. The homebuilding
segment generates the majority of its revenues from the sale of completed homes,
with a lesser amount from the sale of land and lots. The financial services
segment generates its revenues from originating and selling mortgages and
collecting fees for title insurance agency and closing services.

NOTE D - EARNINGS PER SHARE

Basic earnings per share for the three months and six months ended March 31,
2002 and 2001 is based on the weighted average number of shares of common stock
outstanding. Diluted earnings per share is based on the weighted average number
of shares of common stock and dilutive securities outstanding.

The following table sets forth the computation of basic and diluted earnings per
share:

<Table>
<Caption>
                                                                                      THREE MONTHS ENDED        SIX MONTHS ENDED
                                                                                          MARCH 31,                MARCH 31,
                                                                                    ----------------------   -----------------------
                                                                                      2002         2001         2002         2001
                                                                                    ---------   ----------   ----------   ----------
                                                                                                     (IN THOUSANDS)
<S>                                                                                 <C>         <C>          <C>          <C>
Numerator:
    Net income ..................................................................   $  88,931   $   51,581   $  162,359   $  101,442
Effect of dilutive securities:
    Interest expense and amortization of issuance costs associated zero coupon
        convertible senior notes, net of applicable income
        taxes ...................................................................       1,042           --        1,042           --
                                                                                    ---------   ----------   ----------   ----------
    Numerator for diluted earnings per share after assumed
        conversions .............................................................   $  89,973   $   51,581   $  163,401   $  101,442
                                                                                    =========   ==========   ==========   ==========

Denominator:
    Denominator for basic earnings per share--weighted
        average shares ..........................................................     128,897      113,150      122,095      112,796
Effect of dilutive securities:
    Zero coupon convertible senior notes ........................................      10,000           --        5,000           --
    Employee stock options ......................................................       2,576        1,940        2,320        1,832
                                                                                    ---------   ----------   ----------   ----------
    Denominator for diluted earnings per share--adjusted weighted
        average shares and assumed conversions ..................................     141,473      115,090      129,415      114,628
                                                                                    =========   ==========   ==========   ==========
</Table>



In March 2002, the Company's Board of Directors declared a three-for-two stock
split (effected as a 50% stock dividend), payable on April 9, 2002 to common
stockholders of record on March 26, 2002. All average share amounts presented
above have been restated to reflect the effects of the three-for-two stock
split.

On February 5, 2002, each of the Company's 381,113 zero coupon convertible
senior notes outstanding first became eligible for conversion into 26.239 shares
of the Company's common stock. These convertible senior notes are convertible on
any date as of which the average closing price of the Company's common stock for
the twenty preceding trading days exceeds the specified threshold of 110% of the
accreted value of each note, divided by the conversion rate. The twenty-day
average closing price of the Company's common stock exceeded the specified
threshold on March 31, 2002, which had the effect of increasing the denominator
for diluted earnings per share by 10 million shares for the three months ended
March 31, 2002 and 5 million shares for the six months ended March 31, 2002.
Also, the numerator for diluted earnings per share was increased by tax-effected
interest expense and amortization of issuance costs associated with the
convertible senior notes for the three months and six months ended March 31,
2002.


                                      -7-
<PAGE>




                       D.R. HORTON, INC. AND SUBSIDIARIES
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)
                                 MARCH 31, 2002


NOTE E - DEBT

The Company's homebuilding notes payable consist of the following:

<Table>
<Caption>

                                                                     MARCH 31,        SEPTEMBER 30,
                                                                       2002                2001
                                                                   -------------      -------------
                                                                            (IN THOUSANDS)
                                                                    (UNAUDITED)
<S>                                                                <C>                <C>
Unsecured:
      Revolving credit facility due 2006 ....................      $     480,000      $          --
      8.375% Senior notes due 2004, net .....................            149,141            148,943
      10.5% Senior notes due 2005, net ......................            199,498            199,439
      10% Senior notes due 2006, net ........................            147,701            147,600
      9% Senior notes due 2008, net .........................            102,704                 --
      8% Senior notes due 2009, net .........................            383,346            383,257
      9.375% Senior notes due 2009, net .....................            262,305                 --
      9.75% Senior subordinated notes due 2010, net .........            148,954            148,917
      9.375% Senior subordinated notes due 2011, net ........            199,698            199,688
      7.875% Senior notes due 2011, net .....................            198,377            198,319
      10.5% Senior subordinated notes due 2011, net .........            159,334                 --
      Zero coupon convertible senior notes due 2021, net ....            205,805            202,509
Other secured ...............................................            111,334             73,017
                                                                   -------------      -------------
                                                                   $   2,748,197      $   1,701,689
                                                                   =============      =============
</Table>

On January 31, 2002, the Company refinanced its existing unsecured revolving
credit facility with a new, replacement facility. The new $805 million facility
includes $125 million which may be used for letters of credit. The new facility
matures in January 2006, and is guaranteed by substantially all of the Company's
subsidiaries other than its financial services subsidiaries. Borrowings bear
daily interest at rates based upon the London Interbank Offered Rate (LIBOR)
plus a spread based upon the Company's ratio of debt to tangible net worth. In
addition to stated interest rates, the revolving credit facility requires the
Company to pay certain fees. The new credit facility contains covenants which
are essentially the same as those that existed under the old facility.

On February 21, 2002, the Company assumed the outstanding debt of Schuler Homes,
Inc. ("Schuler") as part of Schuler's merger into the Company. The debt assumed
included the 9% senior notes due 2008, the 9.375% senior notes due 2009 and the
10.5% senior subordinated notes due 2011, all of which were recorded by the
Company at their market values as of February 21, 2002. The Company repaid $20.2
million, in principal amount, of the Schuler senior and senior subordinated
notes as part of the Company's change of control offer in connection with the
merger.

On April 11, 2002, the Company issued $250 million of 8.5% Senior notes due
2012. The net proceeds from this offering were used to repay borrowings under
the unsecured revolving credit facility. These notes are guaranteed by
substantially all of the Company's subsidiaries other than its financial
services subsidiaries.


                                      -8-

<PAGE>



                       D.R. HORTON, INC. AND SUBSIDIARIES
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)
                                 MARCH 31, 2002


NOTE F - INTEREST

The Company capitalizes interest during development and construction.
Capitalized interest is charged to cost of sales as the related inventory is
delivered to the home buyer. Homebuilding interest costs are:


<Table>
<Caption>

                                                                THREE MONTHS ENDED             SIX MONTHS ENDED
                                                                     MARCH 31,                     MARCH 31,
                                                          ----------------------------    ----------------------------
                                                              2002            2001           2002            2001
                                                          ------------    ------------    ------------    ------------
                                                                                 (IN THOUSANDS)

<S>                                                       <C>             <C>             <C>             <C>
Capitalized interest, beginning of period .............   $    110,126    $     74,557    $     96,910    $     66,092
Interest incurred - homebuilding ......................         46,535          31,185          83,247          60,728
Interest expensed:
      Directly - homebuilding .........................         (2,563)         (1,623)         (3,759)         (4,529)
      Amortized to cost of sales ......................        (29,446)        (18,540)        (51,746)        (36,712)
                                                          ------------    ------------    ------------    ------------
Capitalized interest, end of period ...................   $    124,652    $     85,579    $    124,652    $     85,579
                                                          ============    ============    ============    ============
</Table>

NOTE G - ACQUISITIONS

On February 21, 2002, Schuler Homes, Inc. merged with and into D.R. Horton,
Inc., with D.R. Horton the surviving corporation. At the time of the merger,
Schuler's assets amounted to $1,377.6 million, mostly inventory. The total
merger consideration consisted of the issuance of 20,079,532 shares of D.R.
Horton, Inc. common stock, valued at $30.93 per share (the average closing price
of D.R. Horton common stock for a period of ten trading days from December 4,
2001 to December 17, 2001); the payment of $168.7 million in cash; the
assumption of $802.2 million of Schuler's debt, $238.2 million of which was paid
at closing; the assumption of trade payables and other liabilities amounting to
$200.0 million; and the assumption of $10.8 million of obligations to the
Schuler entities' minority interest holders. Also, D.R. Horton issued options to
purchase approximately 527,000 shares of D.R. Horton common stock to Schuler
employees to replace outstanding Schuler stock options. The fair value of the
options issued was $10.4 million and was recorded as additional capital. The
intrinsic value of the unvested options issued was $7.8 million and was recorded
as unearned compensation. The unearned compensation is being amortized over the
remaining vesting period of the stock options.

The merger was treated as a purchase of Schuler by D.R. Horton for accounting
purposes. Under this method, Schuler assets acquired and liabilities assumed
were recorded on the Company's balance sheet at their fair market values as of
February 21, 2002.

Schuler's results of operations from February 22, 2002 to March 31, 2002 are
included in the Company's results of operations for the three and six months
ended March 31, 2002.

The following unaudited pro forma combined condensed financial data for the
three and six-month periods ending March 31, 2002 and 2001 are derived from the
historical financial statements of D.R. Horton, Inc., Schuler, Fortress-Florida
(acquired in May 2001), and Emerald Builders (acquired in July 2001). The
unaudited pro forma combined condensed financial data give effect to the merger
with Schuler and the acquisitions of Fortress-Florida and Emerald as if they had
occurred at the beginning of each period presented. Pro forma adjustments to
historical financial data include adjustments that we deem appropriate,
reflecting items of recurring significance and which are factually supported
based on currently available information.

The proforma adjustments include the estimated effects on net income of the
recording of Schuler's inventory at fair value, net of income taxes, as follows:
$1.3 million for the three months ended March 31, 2002; $9.7 million for the
three months ended March 31, 2001; $4.7 million for the six months ended March
31,2002; and $12.3 million for the six months ended March 31,2001.






                                      -9-
<PAGE>



                       D.R. HORTON, INC. AND SUBSIDIARIES
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)
                                 MARCH 31, 2002



NOTE G - ACQUISITIONS - (CONTINUED)

The unaudited pro forma combined condensed financial data have been included for
comparative purposes only and do not purport to show what the operating results
would have been if the merger had been consummated as of the dates indicated and
should not be construed as representative of future operating results.


<Table>
<Caption>

                                                                   THREE MONTHS                   SIX MONTHS
                                                                 ENDED MARCH  31,               ENDED MARCH 31,
                                                          -----------------------------   -----------------------------
                                                              2002            2001            2002            2001
                                                          -------------   -------------   -------------   -------------
                                                                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<S>                                                       <C>             <C>             <C>             <C>
Revenues ..............................................   $   1,759,696   $   1,470,800   $   3,334,957   $   2,800,106
                                                          -------------   -------------   -------------   -------------


Income before cumulative effect of change in
     accounting principle .............................          92,468          79,122         189,209         149,093
Cumulative effect of change in accounting
     principle, net of income taxes ...................              --              --              --           2,136
                                                          -------------   -------------   -------------   -------------
     Net income .......................................   $      92,468   $      79,122   $     189,209   $     151,229
                                                          =============   =============   =============   =============

Basic earnings per common share:
     Income before cumulative effect of change
         in accounting principle ......................   $        0.63   $        0.55   $        1.30   $        1.03
     Cumulative effect of change in accounting
         principle, net of income taxes ...............              --              --              --            0.02
                                                          -------------   -------------   -------------   -------------
     Net income .......................................   $        0.63   $        0.55   $        1.30   $        1.05
                                                          =============   =============   =============   =============

Diluted earnings per common share:
     Income before cumulative effect of change in
         in accounting principle ......................   $        0.59   $        0.54   $        1.24   $        1.03
     Cumulative effect of change in accounting
         principle, net of income taxes ...............              --              --              --            0.01
                                                          -------------   -------------   -------------   -------------
     Net income .......................................   $        0.59   $        0.54   $        1.24   $        1.04
                                                          =============   =============   =============   =============
</Table>


                                      -10-
<PAGE>

                       D.R. HORTON, INC. AND SUBSIDIARIES
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)
                                 MARCH 31, 2002



NOTE H - SUMMARIZED FINANCIAL INFORMATION

The 7.875%, 8%, 8.375%, 9%, 9.375%, 10% and 10.5% Senior Notes, the 9.375%,
9.75% and 10.5% Senior Subordinated Notes, and the Zero Coupon Convertible
Senior Notes are fully and unconditionally guaranteed, on a joint and several
basis, by all of the Company's direct and indirect subsidiaries (Guarantor
Subsidiaries), other than financial services subsidiaries and certain other
inconsequential subsidiaries (collectively, Non-Guarantor Subsidiaries). Each of
the Guarantor Subsidiaries is wholly-owned. In lieu of providing separate
financial statements for the Guarantor Subsidiaries, consolidated condensed
financial statements are presented below. Separate financial statements and
other disclosures concerning the Guarantor Subsidiaries are not presented
because management has determined that they are not material to investors.


                           CONSOLIDATING BALANCE SHEET
                                 MARCH 31, 2002

<Table>
<Caption>

                                                                                 NON-GUARANTOR
                                                                                  SUBSIDIARIES
                                                                              ----------------------
                                                      D.R.       GUARANTOR    FINANCIAL                INTERCOMPANY
                                                  HORTON, INC.  SUBSIDIARIES  SERVICES      OTHER      ELIMINATIONS      TOTAL
                                                  -----------   ------------  ---------    ---------   ------------    -----------
                                                                                 (IN THOUSANDS)

<S>                                               <C>            <C>          <C>          <C>          <C>            <C>
ASSETS
HOMEBUILDING:
   Cash and cash equivalents ..................   $        --    $  162,600   $      --    $  13,641    $        --    $   176,241
   Advances to/investments in subsidiaries ....     4,172,895        44,038          --        2,595     (4,219,528)            --
   Inventories ................................       620,202     3,499,536          --       81,760           (364)     4,201,134
   Property and equipment (net) ...............         9,813        53,814          --        4,909             --         68,536
   Earnest money deposits and other assets ....        93,322       260,711          --        9,914         (5,059)       358,888
   Excess of cost over net assets acquired
     (net) ....................................            --       564,005          --           --             --        564,005
                                                  -----------    ----------   ---------    ---------    -----------    -----------
                                                    4,896,232     4,584,704          --      112,819     (4,224,951)     5,368,804
                                                  -----------    ----------   ---------    ---------    -----------    -----------
FINANCIAL SERVICES:
   Cash and cash equivalents ..................            --            --      13,485           --             --         13,485
   Mortgage loans held for sale ...............            --            --     202,323           --             --        202,323
   Other assets ...............................            --            --      12,042           --             --         12,042
                                                  -----------    ----------   ---------    ---------    -----------    -----------
                                                           --            --     227,850           --             --        227,850
                                                  -----------    ----------   ---------    ---------    -----------    -----------
   TOTAL ASSETS ...............................   $ 4,896,232    $4,584,704   $ 227,850    $ 112,819    $(4,224,951)   $ 5,596,654
                                                  ===========    ==========   =========    =========    ===========    ===========

LIABILITIES & EQUITY
HOMEBUILDING:
   Accounts payable and other liabilities .....   $   175,090    $  447,696   $      --    $   7,173    $       (27)   $   629,932
   Advances from parent/subsidiaries ..........            --     2,917,034          --       44,554     (2,961,588)            --
   Notes payable ..............................     2,682,411        30,664          --       40,154         (5,032)     2,748,197
                                                  -----------    ----------   ---------    ---------    -----------    -----------
                                                    2,857,501     3,395,394          --       91,881     (2,966,647)     3,378,129
                                                  -----------    ----------   ---------    ---------    -----------    -----------
FINANCIAL SERVICES:
   Accounts payable and other liabilities .....            --            --       9,750           --             --          9,750
   Advances from parent/subsidiaries ..........            --            --      10,624           --        (10,624)            --
   Notes payable ..............................            --            --     148,157           --             --        148,157
                                                  -----------    ----------   ---------    ---------    -----------    -----------
                                                           --            --     168,531           --        (10,624)       157,907
                                                                 ----------   ---------    ---------    -----------    -----------
   TOTAL LIABILITIES ..........................     2,857,501     3,395,394     168,531       91,881     (2,977,271)     3,536,036
                                                  -----------    ----------   ---------    ---------    -----------    -----------

   Minority interests .........................            --            --          17       21,870             --         21,887
                                                  -----------    ----------   ---------    ---------    -----------    -----------

   Common stock ...............................           975            45         (26)       6,155         (6,174)           975
   Additional capital .........................     1,346,697       352,245       2,917       28,484       (383,646)     1,346,697
   Retained earnings ..........................       698,519       837,020      56,411      (35,571)      (857,860)       698,519
   Unearned compensation ......................        (7,460)           --          --           --             --         (7,460)
                                                  -----------    ----------   ---------    ---------    -----------    -----------
                                                    2,038,731     1,189,310      59,302         (932)    (1,247,680)     2,038,731
                                                  -----------    ----------   ---------    ---------    -----------    -----------
   TOTAL LIABILITIES & EQUITY .................   $ 4,896,232    $4,584,704   $ 227,850    $ 112,819    $(4,224,951)   $ 5,596,654
                                                  ===========    ==========   =========    =========    ===========    ===========
</Table>



                                      -11-
<PAGE>




                       D.R. HORTON, INC. AND SUBSIDIARIES
       NOTES TO CONSOLIDATED FINANCIAL STATEMENT (UNAUDITED) - (CONTINUED)

NOTE H - SUMMARIZED FINANCIAL INFORMATION (CONTINUED)




                           CONSOLIDATING BALANCE SHEET
                               SEPTEMBER 30, 2001

<Table>
<Caption>

                                                                                    NON-GUARANTOR
                                                                                    SUBSIDIARIES
                                                                               ------------------------
                                                        D.R.      GUARANTOR    FINANCIAL                  INTERCOMPANY
                                                    HORTON, INC. SUBSIDIARIES  SERVICES       OTHER       ELIMINATIONS      TOTAL
                                                    ------------ ------------  ---------    -----------   ------------    ----------
                                                                                   (IN THOUSANDS)

<S>                                                  <C>          <C>          <C>          <C>            <C>            <C>
ASSETS
HOMEBUILDING:
   Cash and cash equivalents .....................   $       --   $  230,481   $      --    $     1,824    $        --    $  232,305
   Advances to/investments in  subsidiaries ......    2,493,783       74,241          --             --     (2,568,024)           --
   Inventories ...................................      564,593    2,212,933          --         27,230           (379)    2,804,377
   Property and equipment (net) ..................        8,114       39,823          --          5,159             --        53,096
   Earnest money deposits and other assets .......       39,978      140,436          --         10,793         (9,548)      181,659
   Excess of cost over net assets acquired
     (net) .......................................           --      136,223          --             --             --       136,223
                                                     ----------   ----------   ---------    -----------    -----------    ----------
                                                      3,106,468    2,834,137          --         45,006     (2,577,951)    3,407,660
                                                     ----------   ----------   ---------    -----------    -----------    ----------

FINANCIAL SERVICES:
   Cash and cash equivalents .....................           --           --       6,975             --             --         6,975
   Mortgage loans held for sale ..................           --           --     222,818             --             --       222,818
   Other assets ..................................           --           --      14,737             --             --        14,737
                                                     ----------   ----------   ---------    -----------    -----------    ----------
                                                             --           --     244,530             --             --       244,530
                                                                  ----------   ---------    -----------    -----------    ----------
     TOTAL ASSETS ................................   $3,106,468   $2,834,137   $ 244,530    $    45,006    $(2,577,951)   $3,652,190
                                                     ==========   ==========   =========    ===========    ===========    ==========

LIABILITIES & EQUITY
HOMEBUILDING:
   Accounts payable and other liabilities ........   $  191,596   $  304,486   $      --    $     2,552    $       (58)   $  498,576
   Advances from parent/subsidiaries .............           --    1,944,796          --         28,367     (1,973,163)           --
   Notes payable .................................    1,664,625       37,064          --          9,489         (9,489)    1,701,689
                                                     ----------   ----------   ---------    -----------    -----------    ----------
                                                      1,856,221    2,286,346          --         40,408     (1,982,710)    2,200,265
                                                     ----------   ----------   ---------    -----------    -----------    ----------
FINANCIAL SERVICES:
   Accounts payable and other liabilities ........           --           --      10,173             --             --        10,173
   Advances from parent/subsidiaries .............           --           --      13,748             --        (13,748)           --
   Notes payable .................................           --           --     182,641             --             --       182,641
                                                     ----------   ----------   ---------    -----------    -----------    ----------
                                                             --           --     206,562             --        (13,748)      192,814
                                                     ----------   ----------   ---------    -----------    -----------    ----------
   TOTAL LIABILITIES .............................    1,856,221    2,286,346     206,562         40,408     (1,996,458)    2,393,079
                                                     ----------   ----------   ---------    -----------    -----------    ----------

   Minority interests ............................           --           --          10          8,854             --         8,864
                                                     ----------   ----------   ---------    -----------    -----------    ----------

   Common stock ..................................          769            1           6          6,155         (6,162)          769
   Additional capital ............................      704,842       84,612       2,299         10,129        (97,040)      704,842
   Retained earnings .............................      544,636      463,178      35,653        (20,540)      (478,291)      544,636
                                                     ----------   ----------   ---------    -----------    -----------    ----------
                                                      1,250,247      547,791      37,958         (4,256)      (581,493)    1,250,247
                                                     ----------   ----------   ---------    -----------    -----------    ----------
   TOTAL LIABILITIES & EQUITY ....................   $3,106,468   $2,834,137   $ 244,530    $    45,006    $(2,577,951)   $3,652,190
                                                     ==========   ==========   =========    ===========    ===========    ==========
</Table>



                                      -12-
<PAGE>




                       D.R. HORTON, INC. AND SUBSIDIARIES
       NOTES TO CONSOLIDATED FINANCIAL STATEMENT (UNAUDITED) - (CONTINUED)

NOTE H - SUMMARIZED FINANCIAL INFORMATION (CONTINUED)



                        CONSOLIDATING STATEMENT OF INCOME
                        THREE MONTHS ENDED MARCH 31, 2002

<Table>
<Caption>

                                                                                NON-GUARANTOR
                                                                                SUBSIDIARIES
                                                                          -------------------------
                                              D.R.         GUARANTOR       FINANCIAL                   INTERCOMPANY
                                          HORTON, INC.    SUBSIDIARIES     SERVICES        OTHER       ELIMINATIONS       TOTAL
                                          ------------    ------------    ------------    ---------    ------------    -----------
                                                                               (IN THOUSANDS)
<S>                                       <C>             <C>             <C>             <C>          <C>             <C>
HOMEBUILDING:
 Revenues:
      Home sales ......................   $    222,514    $  1,284,294    $         --    $  27,549    $         --    $ 1,534,357
      Land/lot sales ..................            799          41,044              --           --              --         41,843
                                          ------------    ------------    ------------    ---------    ------------    -----------
                                               223,313       1,325,338              --       27,549              --      1,576,200
                                          ------------    ------------    ------------    ---------    ------------    -----------
 Cost of sales:
      Home sales ......................        173,909       1,061,771              --       23,201             (39)     1,258,842
      Land/lot sales ..................           (254)         36,457              --           --              --         36,203
                                          ------------    ------------    ------------    ---------    ------------    -----------
                                               173,655       1,098,228              --       23,201             (39)     1,295,045
                                          ------------    ------------    ------------    ---------    ------------    -----------
 Gross profit:
      Home sales ......................         48,605         222,523              --        4,348              39        275,515
      Land/lot sales ..................          1,053           4,587              --           --              --          5,640
                                          ------------    ------------    ------------    ---------    ------------    -----------
                                                49,658         227,110              --        4,348              39        281,155

 Selling, general and administrative
   expense ............................         42,449         103,512              --        2,012           1,521        149,494
 Interest expense .....................          1,873             689              --            1              --          2,563
 Other expense (income) ...............       (136,954)         (1,067)             --        1,598         133,997         (2,426)
                                          ------------    ------------    ------------    ---------    ------------    -----------
                                               142,290         123,976              --          737        (135,479)       131,524
                                          ------------    ------------    ------------    ---------    ------------    -----------
FINANCIAL SERVICES:
 Revenues .............................             --              --          23,865           --              --         23,865
 Selling, general and administrative
   expense ............................             --              --          16,439           --          (1,521)        14,918
 Interest expense .....................             --              --             999           --              --            999
 Other (income) .......................             --              --          (2,818)          --              --         (2,818)
                                          ------------    ------------    ------------    ---------    ------------    -----------
                                                    --              --           9,245           --           1,521         10,766
                                          ------------    ------------    ------------    ---------    ------------    -----------
 Income before income taxes ...........        142,290         123,976           9,245          737        (133,958)       142,290
 Provision for income taxes ...........         53,359          46,491           3,467          277         (50,235)        53,359
                                          ------------    ------------    ------------    ---------    ------------    -----------
 Net income ...........................   $     88,931    $     77,485    $      5,778    $     460    $    (83,723)   $    88,931
                                          ============    ============    ============    =========    ============    ===========
</Table>



                                      -13-
<PAGE>




                       D.R. HORTON, INC. AND SUBSIDIARIES
       NOTES TO CONSOLIDATED FINANCIAL STATEMENT (UNAUDITED) - (CONTINUED)

NOTE H - SUMMARIZED FINANCIAL INFORMATION (CONTINUED)



                        CONSOLIDATING STATEMENT OF INCOME
                         SIX MONTHS ENDED MARCH 31, 2002

<Table>
<Caption>

                                                                                 NON-GUARANTOR
                                                                                 SUBSIDIARIES
                                                                           ------------------------
                                                D.R.        GUARANTOR      FINANCIAL                  INTERCOMPANY
                                             HORTON, INC.  SUBSIDIARIES     SERVICES        OTHER     ELIMINATIONS       TOTAL
                                             -----------   ------------    -----------    ---------   ------------    -----------
                                                                                (IN THOUSANDS)

<S>                                          <C>            <C>            <C>            <C>          <C>            <C>
HOMEBUILDING:
   Revenues:
      Home sales .........................   $   401,551    $ 2,222,539    $        --    $  36,005    $        --    $ 2,660,095
      Land/lot sales .....................         1,460         49,613             --           --             --         51,073
                                             -----------    -----------    -----------    ---------    -----------    -----------
                                                 403,011      2,272,152             --       36,005             --      2,711,168
                                             -----------    -----------    -----------    ---------    -----------    -----------
   Cost of sales:
      Home sales .........................       318,327      1,809,962             --       29,666           (215)     2,157,740
      Land/lot sales .....................           505         43,605             --           --             --         44,110
                                             -----------    -----------    -----------    ---------    -----------    -----------
                                                 318,832      1,853,567             --       29,666           (215)     2,201,850
                                             -----------    -----------    -----------    ---------    -----------    -----------
   Gross profit:
      Home sales .........................        83,224        412,577             --        6,339            215        502,355
      Land/lot sales .....................           955          6,008             --           --             --          6,963
                                             -----------    -----------    -----------    ---------    -----------    -----------
                                                  84,179        418,585             --        6,339            215        509,318

   Selling, general and  administrative
      expense ............................        73,045        188,453             --        3,307          3,106        267,911
   Interest expense ......................         2,911            846             --           12            (10)         3,759
   Other expense (income) ................      (251,552)        (1,874)            --        6,389        247,183            146
                                             -----------    -----------    -----------    ---------    -----------    -----------
                                                 259,775        231,160             --       (3,369)      (250,064)       237,502
                                             -----------    -----------    -----------    ---------    -----------    -----------

FINANCIAL SERVICES:
   Revenues ..............................            --             --         48,787           --             --         48,787
   Selling, general and administrative
      expense ............................            --             --         33,147           --         (3,106)        30,041
   Interest expense ......................            --             --          2,335           --             --          2,335
   Other (income) ........................            --             --         (5,862)          --             --         (5,862)
                                             -----------    -----------    -----------    ---------    -----------    -----------
                                                      --             --         19,167           --          3,106         22,273
                                             -----------    -----------    -----------    ---------    -----------    -----------
   Income before income taxes ............       259,775        231,160         19,167       (3,369)      (246,958)       259,775
   Provision for income taxes ............        97,416         86,685          7,188       (1,263)       (92,610)        97,416
                                             -----------    -----------    -----------    ---------    -----------    -----------
   Net income ............................   $   162,359    $   144,475    $    11,979    $  (2,106)   $  (154,348)   $   162,359
                                             ===========    ===========    ===========    =========    ===========    ===========
</Table>



                                      -14-
<PAGE>



                       D.R. HORTON, INC. AND SUBSIDIARIES
       NOTES TO CONSOLIDATED FINANCIAL STATEMENT (UNAUDITED) - (CONTINUED)

NOTE H - SUMMARIZED FINANCIAL INFORMATION (CONTINUED)



                        CONSOLIDATING STATEMENT OF INCOME
                        THREE MONTHS ENDED MARCH 31, 2001

<Table>
<Caption>

                                                                                 NON-GUARANTOR
                                                                                 SUBSIDIARIES
                                                                           --------------------------
                                                 D.R.       GUARANTOR      FINANCIAL                    INTERCOMPANY
                                             HORTON, INC.  SUBSIDIARIES     SERVICES        OTHER       ELIMINATIONS       TOTAL
                                             -----------   ------------    -----------    -----------   ------------    -----------
                                                                                (IN THOUSANDS)

<S>                                          <C>            <C>            <C>            <C>            <C>            <C>
HOMEBUILDING:
   Revenues:
      Home sales .........................   $   156,304    $   693,224    $        --    $     4,047    $        --    $   853,575
      Land/lot sales .....................        10,371         28,461             --             --             --         38,832
                                             -----------    -----------    -----------    -----------    -----------    -----------
                                                 166,675        721,685             --          4,047             --        892,407
                                             -----------    -----------    -----------    -----------    -----------    -----------
   Cost of sales:
      Home sales .........................       125,753        554,278             --          2,840           (111)       682,760
      Land/lot sales .....................         7,486         23,161             --             --             --         30,647
                                             -----------    -----------    -----------    -----------    -----------    -----------
                                                 133,239        577,439             --          2,840           (111)       713,407
                                             -----------    -----------    -----------    -----------    -----------    -----------
   Gross profit:
      Home sales .........................        30,551        138,946             --          1,207            111        170,815
      Land/lot sales .....................         2,885          5,300             --             --             --          8,185
                                             -----------    -----------    -----------    -----------    -----------    -----------
                                                  33,436        144,246             --          1,207            111        179,000

   Selling, general and administrative
      expense ............................        21,939         69,075             --          2,200            887         94,101
   Interest expense ......................         1,579             42             --             74            (72)         1,623
   Other expense (income) ................       (72,611)          (413)            --          2,479         76,229          5,684
                                             -----------    -----------    -----------    -----------    -----------    -----------
                                                  82,529         75,542             --         (3,546)       (76,933)        77,592
                                             -----------    -----------    -----------    -----------    -----------    -----------

FINANCIAL SERVICES:
   Revenues ..............................            --             --         14,429             --             --         14,429
   Selling, general and administrative
      expense ............................            --             --         10,717             --           (887)         9,830
   Interest expense ......................            --             --            875             --             --            875
   Other (income) ........................            --             --         (1,213)            --             --         (1,213)
                                             -----------    -----------    -----------    -----------    -----------    -----------
                                                      --             --          4,050             --            887          4,937
                                             -----------    -----------    -----------    -----------    -----------    -----------
   Income before income taxes ............        82,529         75,542          4,050         (3,546)       (76,046)        82,529
   Provision for income taxes ............        30,948         28,328          1,519         (1,330)       (28,517)        30,948
                                             -----------    -----------    -----------    -----------    -----------    -----------
   Net income ............................   $    51,581    $    47,214    $     2,531    $    (2,216)   $   (47,529)   $    51,581
                                             ===========    ===========    ===========    ===========    ===========    ===========
</Table>




                                      -15-
<PAGE>



                       D.R. HORTON, INC. AND SUBSIDIARIES
       NOTES TO CONSOLIDATED FINANCIAL STATEMENT (UNAUDITED) - (CONTINUED)

NOTE H - SUMMARIZED FINANCIAL INFORMATION (CONTINUED)



                        CONSOLIDATING STATEMENT OF INCOME
                         SIX MONTHS ENDED MARCH 31, 2001

<Table>
<Caption>

                                                                                    NON-GUARANTOR
                                                                                    SUBSIDIARIES
                                                                               ----------------------
                                                    D.R.        GUARANTOR      FINANCIAL                INTERCOMPANY
                                                 HORTON, INC.  SUBSIDIARIES    SERVICES       OTHER     ELIMINATIONS      TOTAL
                                                 -----------   ------------    ---------    ---------   ------------    -----------
                                                                                   (IN THOUSANDS)
<S>                                              <C>            <C>            <C>          <C>          <C>            <C>
HOMEBUILDING:
   Revenues:
      Home sales .............................   $   275,503    $ 1,421,997    $      --    $  12,152    $        --    $ 1,709,652
      Land/lot sales .........................        16,609         39,700           --           --             --         56,309
                                                 -----------    -----------    ---------    ---------    -----------    -----------
                                                     292,112      1,461,697           --       12,152             --      1,765,961
                                                 -----------    -----------    ---------    ---------    -----------    -----------
   Cost of sales:
      Home sales .............................       222,314      1,141,634           --        8,968           (257)     1,372,659
      Land/lot sales .........................        12,274         31,805           --           --             --         44,079
                                                 -----------    -----------    ---------    ---------    -----------    -----------
                                                     234,588      1,173,439           --        8,968           (257)     1,416,738
                                                 -----------    -----------    ---------    ---------    -----------    -----------
   Gross profit:
      Home sales .............................        53,189        280,363           --        3,184            257        336,993
      Land/lot sales .........................         4,335          7,895           --           --             --         12,230
                                                 -----------    -----------    ---------    ---------    -----------    -----------
                                                      57,524        288,258           --        3,184            257        349,223

   Selling, general and administrative
     expense .................................        42,155        137,772           --        4,321          1,751        185,999
   Interest expense ..........................         4,435             90           --          182           (178)         4,529
   Other expense (income) ....................      (147,956)        (1,212)          --        3,561        154,605          8,998
                                                 -----------    -----------    ---------    ---------    -----------    -----------
                                                     158,890        151,608           --       (4,880)      (155,921)       149,697
                                                 -----------    -----------    ---------    ---------    -----------    -----------

FINANCIAL SERVICES:
   Revenues ..................................            --             --       28,538           --             --         28,538
   Selling, general and administrative
     expense .................................            --             --       21,718           --         (1,751)        19,967
   Interest expense ..........................            --             --        2,007           --             --          2,007
   Other (income) ............................            --             --       (2,629)          --             --         (2,629)
                                                 -----------    -----------    ---------    ---------    -----------    -----------
                                                          --             --        7,442           --          1,751          9,193
                                                 -----------    -----------    ---------    ---------    -----------    -----------
   Income before income taxes ................       158,890        151,608        7,442       (4,880)      (154,170)       158,890
   Provision for income taxes ................        59,584         56,853        2,791       (1,830)       (57,814)        59,584
                                                 -----------    -----------    ---------    ---------    -----------    -----------
   Income before cumulative effect of change
      in accounting principle ................        99,306         94,755        4,651       (3,050)       (96,356)        99,306
   Cumulative effect of change in accounting
      principle, net of income taxes .........         2,136             --           --           --             --          2,136
                                                 -----------    -----------    ---------    ---------    -----------    -----------
   Net income ................................   $   101,442    $    94,755    $   4,651    $  (3,050)   $   (96,356)   $   101,442
                                                 ===========    ===========    =========    =========    ===========    ===========
</Table>




                                      -16-
<PAGE>



                       D.R. HORTON, INC. AND SUBSIDIARIES
       NOTES TO CONSOLIDATED FINANCIAL STATEMENT (UNAUDITED) - (CONTINUED)

NOTE H - SUMMARIZED FINANCIAL INFORMATION (CONTINUED)



                      CONSOLIDATING STATEMENT OF CASH FLOWS
                         SIX MONTHS ENDED MARCH 31, 2002

<Table>
<Caption>

                                                                                        NON-GUARANTOR
                                                                                        SUBSIDIARIES
                                                                                    --------------------
                                                             D.R.      GUARANTOR    FINANCIAL              INTERCOMPANY
                                                       HORTON, INC.  SUBSIDIARIES   SERVICES     OTHER     ELIMINATIONS     TOTAL
                                                       ------------  ------------   ---------   --------   ------------   ---------
                                                                                     (IN THOUSANDS)

<S>                                                     <C>          <C>            <C>         <C>        <C>            <C>
OPERATING ACTIVITIES
    Net income ......................................   $ 162,359    $   144,475    $ 11,979    $ (2,106)  $  (154,348)   $ 162,359
    Adjustments to reconcile net income to net cash
       provided by (used in) operating activities:
       Depreciation and amortization ................       1,728          8,404         678         214            --       11,024
       Amortization of debt premiums and fees .......       4,476             --          --          --            --        4,476
       Changes in operating assets and liabilities:
          Increase in inventories ...................     (56,648)       (18,539)         --     (40,844)          (15)    (116,046)
          (Increase) decrease in earnest money
             deposits and other assets ..............     (24,378)       (19,820)      2,716         379        (4,489)     (45,592)
          Decrease in mortgage loans held for sale ..          --             --      20,495          --            --       20,495
          Increase (decrease) in accounts payable
             and other liabilities ..................     (47,192)       (67,646)       (416)     17,637            31      (97,586)
                                                        ---------    -----------    --------    --------   -----------    ---------
    Net cash provided by (used in) operating
       activities ...................................      40,345         46,874      35,452     (24,720)     (158,821)     (60,870)
                                                        ---------    -----------    --------    --------   -----------    ---------
INVESTING ACTIVITIES
    Net (purchases) dispositions of property and
       equipment ....................................      (3,055)       (12,007)       (699)         36            --      (15,725)
    Distributions from venture capital entities .....          --             --          --         500            --          500
    Net cash paid for acquisitions ..................          --       (152,573)         --          --            --     (152,573)
                                                        ---------    -----------    --------    --------   -----------    ---------
    Net cash provided by (used in) investing
       activities ...................................      (3,055)      (164,580)       (699)        536            --     (167,798)
                                                        ---------    -----------    --------    --------   -----------    ---------
FINANCING ACTIVITIES
    Net change in notes payable .....................     472,144       (260,634)    (34,484)     (4,457)        4,457      177,026
    Increase (decrease) in intercompany payables ....    (511,522)       450,349       6,241      40,458        14,474           --
    Proceeds from stock associated with certain
       employee benefit plans .......................         855             --          --          --            --          855
    Proceeds from exercise of stock options .........       9,709             --          --          --            --        9,709
    Cash dividends/distributions paid ...............      (8,476)      (139,890)         --          --       139,890       (8,476)
                                                        ---------    -----------    --------    --------   -----------    ---------
    Net cash provided by (used in) financing
       activities ...................................     (37,290)        49,825     (28,243)     36,001       158,821      179,114
                                                        ---------    -----------    --------    --------   -----------    ---------
Increase (decrease) in cash .........................          --        (67,881)      6,510      11,817            --      (49,554)
Cash at beginning of period .........................          --        230,481       6,975       1,824            --      239,280
                                                        ---------    -----------    --------    --------   -----------    ---------
Cash at end of period ...............................   $      --    $   162,600    $ 13,485    $ 13,641   $        --    $ 189,726
                                                        =========    ===========    ========    ========   ===========    =========
</Table>



                                      -17-
<PAGE>



                       D.R. HORTON, INC. AND SUBSIDIARIES
       NOTES TO CONSOLIDATED FINANCIAL STATEMENT (UNAUDITED) - (CONTINUED)

NOTE H - SUMMARIZED FINANCIAL INFORMATION (CONTINUED)

                      CONSOLIDATING STATEMENT OF CASH FLOWS
                         SIX MONTHS ENDED MARCH 31, 2001

<Table>
<Caption>

                                                                                       NON-GUARANTOR
                                                                                       SUBSIDIARIES
                                                                                    -------------------
                                                          D.R.       GUARANTOR      FINANCIAL              INTERCOMPANY
                                                      HORTON, INC.  SUBSIDIARIES    SERVICES    OTHER      ELIMINATIONS     TOTAL
                                                      ------------  ------------    ---------   -------    ------------   ---------
                                                                                      (IN THOUSANDS)

<S>                                                    <C>          <C>             <C>         <C>        <C>            <C>
OPERATING ACTIVITIES
   Net income ......................................   $ 101,442    $     94,755    $  4,651    $(3,050)   $   (96,356)   $ 101,442
   Adjustments to reconcile net income to net cash
      provided by (used in) operating activities:
      Depreciation and amortization ................         899          10,222         608        243             --       11,972
      Amortization of debt premiums and fees .......       1,165              --          --         --             --        1,165
      Changes in operating assets and liabilities:
         (Increase) decrease in inventories ........     (74,649)       (217,017)         --      2,594             20     (289,052)
         (Increase) decrease in earnest money
            deposits and other assets ..............      (1,497)        (23,194)     (2,014)     1,621            179      (24,905)
         Increase in mortgage loans held for sale ..          --              --      (9,527)        --             --       (9,527)
         Increase (decrease) in accounts payable
            and other liabilities ..................      (2,911)        (75,599)     (1,794)     2,518         60,202      (17,584)
                                                       ---------    ------------    --------    -------    -----------    ---------
   Net cash provided by (used in) operating
      activities ...................................      24,449        (210,833)     (8,076)     3,926        (35,955)    (226,489)
                                                       ---------    ------------    --------    -------    -----------    ---------
INVESTING ACTIVITIES
   Net purchases of property and equipment .........      (1,268)         (7,477)     (1,175)      (436)            --      (10,356)
   Investments in venture capital entities .........          --              --          --     (2,022)            --       (2,022)
   Net cash paid for acquisitions ..................          --          (1,318)         --         --             --       (1,318)
                                                       ---------    ------------    --------    -------    -----------    ---------
   Net cash used in investing activities ...........      (1,268)         (8,795)     (1,175)    (2,458)            --      (13,696)
                                                       ---------    ------------    --------    -------    -----------    ---------
FINANCING ACTIVITIES
   Net change in notes payable .....................     310,262         (21,665)      3,993     (1,831)         1,830      292,589
   Increase (decrease) in intercompany payables ....    (314,446)        392,565       4,402       (146)       (82,375)          --
   Proceeds from stock associated with certain
      employee benefit plans .......................          73              --          --         --             --           73
   Proceeds from exercise of stock options .........       7,251              --          --         --             --        7,251
   Cash dividends/distributions paid ...............      (6,106)       (114,500)     (2,000)        --        116,500       (6,106)
                                                       ---------    ------------    --------    -------    -----------    ---------
   Net cash provided by (used in) financing
      activities ...................................      (2,966)        256,400       6,395     (1,977)        35,955      293,807
                                                       ---------    ------------    --------    -------    -----------    ---------
Increase (decrease) in cash ........................      20,215          36,772      (2,856)      (509)            --       53,622
Cash at beginning of period ........................      20,397          40,349      10,727      1,052             --       72,525
                                                       ---------    ------------    --------    -------    -----------    ---------
Cash at end of period ..............................   $  40,612    $     77,121    $  7,871    $   543    $        --    $ 126,147
                                                       =========    ============    ========    =======    ===========    =========
</Table>



                                      -18-
<PAGE>



                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


ITEM 2.             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS - CONSOLIDATED

D. R. Horton, Inc. and subsidiaries (the "Company") conduct homebuilding
activities in 21 states and 42 markets through its 50 homebuilding divisions.
Through its financial services segment, the Company also provides mortgage
banking and title agency services in many of these same markets.

THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THREE MONTHS ENDED MARCH 31, 2001

Consolidated revenues for the three months ended March 31, 2002, increased
76.4%, to $1,600.1 million, from $906.8 million for the comparable period of
2001, due to increases in both homebuilding and financial services revenues.
$492.6 million of the increase in homebuilding revenues was attributable to
revenues generated by Fortress-Florida, acquired in May 2001, Emerald Builders,
acquired in July 2001, and Schuler, acquired in February 2002.

Income before income taxes for the three months ended March 31, 2002, increased
72.4%, to $142.3 million, from $82.5 million for the comparable period of 2001.
As a percentage of revenues, income before income taxes for the three months
ended March 31, 2002, decreased 0.2 percentage points, to 8.9%, from 9.1% for
the comparable period of 2001, primarily due to the effects of purchase
accounting adjustments related to the Schuler acquisition, offset by fixed costs
leverage achieved by the large amount of home closings generated by the Schuler
operating divisions after the February 21, 2002 merger.

The consolidated provision for income taxes increased 72.4%, to $53.4 million
for the three months ended March 31, 2002, from $30.9 million for the same
period of 2001, due to the corresponding increase in income before income taxes.
The effective income tax rate was 37.5% for both periods.

SIX MONTHS ENDED MARCH 31, 2002 COMPARED TO SIX MONTHS ENDED MARCH 31, 2001

Consolidated revenues for the six months ended March 31, 2002, increased 53.8%,
to $2,760.0 million, from $1,794.5 million for the comparable period of 2001,
primarily due to increases in home sales revenues. $591.8 million of the
increase in homebuilding revenues was attributable to revenues generated by the
acquisitions of Fortress-Florida, Emerald Builders and Schuler.

Income before income taxes for the six months ended March 31, 2002, increased
63.5%, to $259.8 million, from $158.9 million for the comparable period of 2001.
As a percentage of revenues, income before income taxes for the six months ended
March 31, 2002, increased 0.5 percentage points, to 9.4%, from 8.9% for the
comparable period of 2001, primarily due to the reduction in homebuilding
selling, general and administrative (SG&A) expenses as a percentage of revenues.

The consolidated provision for income taxes increased 63.5%, to $97.4 million
for the six months ended March 31, 2002, from $59.6 million for the same period
of 2001, due to the corresponding increase in income before income taxes. The
effective income tax rate was 37.5% for both periods.

The cumulative effect of a change in accounting principle was an increase in
income of $2.1 million, net of income taxes, for the six months ended March 31,
2001. This accounting change is the result of the Company's October 1, 2000
adoption of SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities," which requires the Company to recognize its interest rate swap
agreements in the consolidated balance sheet at fair value.





                                      -19-
<PAGE>



                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS - HOMEBUILDING

The following tables set forth certain operating and financial data for the
Company's homebuilding activities:

<Table>
<Caption>

                                                                      PERCENTAGES OF HOMEBUILDING REVENUES
                                                          ----------------------------------------------------------------
                                                                THREE MONTHS ENDED                 SIX MONTHS ENDED
                                                                     MARCH 31,                         MARCH 31,
                                                          ------------------------------     -----------------------------
                                                              2002             2001             2002             2001
                                                          ------------      ------------     ------------     ------------
<S>                                                       <C>               <C>              <C>              <C>
Costs and expenses:
     Cost of sales ...................................            82.2%             79.9%            81.2%            80.2%
     Selling, general and administrative expense .....             9.5              10.6              9.9             10.5
     Interest expense ................................             0.2               0.2              0.1              0.3
                                                          ------------      ------------     ------------     ------------
Total costs and expenses .............................            91.9              90.7             91.2             91.0
Other (income) expense ...............................            (0.2)              0.6              0.0              0.5
                                                          ------------      ------------     ------------     ------------
Income before income taxes ...........................             8.3%              8.7%             8.8%             8.5%
                                                          ============      ============     ============     ============
</Table>


<Table>
<Caption>
HOMES CLOSED                    THREE MONTHS ENDED MARCH 31,                           SIX MONTHS ENDED MARCH 31,
                       -------------------------------------------------   -------------------------------------------------
                                2002                      2001                     2002                       2001
                       -----------------------   -----------------------   -----------------------   -----------------------
                          HOMES                    HOMES                      HOMES                     HOMES
                         CLOSED      REVENUES     CLOSED       REVENUES      CLOSED      REVENUES      CLOSED      REVENUES
                       ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------
                                       ($'S IN MILLIONS)                                  ($'S IN MILLIONS)
<S>                    <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>
MID-ATLANTIC .......          633   $    138.6          630   $    139.5        1,228   $    263.7        1,225   $    273.5
MIDWEST ............          388         95.4          386         89.7          851        214.1          874        208.4
SOUTHEAST ..........          790        135.7          593        104.5        1,678        290.6        1,158        204.7
SOUTHWEST ..........        2,338        403.9        1,886        314.3        4,909        836.5        3,678        602.8
WEST ...............        2,490        760.8          835        205.6        3,664      1,055.2        1,685        420.3
                       ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------
                            6,639   $  1,534.4        4,330   $    853.6       12,330   $  2,660.1        8,620   $  1,709.7
                       ==========   ==========   ==========   ==========   ==========   ==========   ==========   ==========
</Table>


<Table>
<Caption>


NET NEW SALES CONTRACTS               THREE MONTHS ENDED MARCH 31,                        SIX MONTHS ENDED MARCH 31,
                           -------------------------------------------------   -------------------------------------------------
                                     2002                     2001                      2002                      2001
                           -----------------------   -----------------------   -----------------------   -----------------------
                             HOMES                     HOMES                      HOMES                    HOMES
                             SOLD           $          SOLD           $           SOLD          $          SOLD           $
                           ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------
                                           ($'S IN MILLIONS)                                   ($'S IN MILLIONS)
<S>                        <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>
Mid-Atlantic .......              883   $    182.6          860   $    184.3        1,511   $    310.7        1,410   $    312.7
MIDWEST ............              463        117.4          595        155.6          851        214.3          921        235.6
SOUTHEAST ..........              969        158.4          850        154.0        1,704        276.7        1,398        252.0
SOUTHWEST ..........            3,685        613.9        2,795        453.4        6,017        993.2        4,474        731.1
WEST ...............            2,617        761.1        1,612        408.6        3,678      1,060.0        2,738        724.7
                           ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------
                                8,617   $  1,833.4        6,712   $  1,355.9       13,761   $  2,854.9       10,941   $  2,256.1
                           ==========   ==========   ==========   ==========   ==========   ==========   ==========   ==========
</Table>

<Table>
<Caption>

SALES CONTRACT BACKLOG         MARCH 31, 2002                   MARCH 31, 2001
                          --------------------------    --------------------------
                            HOMES            $             HOMES           $
                          -----------    -----------    -----------    -----------
                                            ($'S IN MILLIONS)
<S>                       <C>            <C>            <C>            <C>
MID-ATLANTIC .........          1,105    $     237.4          1,008    $     246.8
MIDWEST ..............            918          263.0            947          252.7
SOUTHEAST ............          1,490          239.6          1,227          225.0
SOUTHWEST ............          5,410          910.2          3,985          679.8
WEST .................          3,475        1,013.5          2,542          679.0
                          -----------    -----------    -----------    -----------
                               12,398    $   2,663.7          9,709    $   2,083.3
                          ===========    ===========    ===========    ===========
</Table>



                                      -20-
<PAGE>



                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The Company's market regions consist of the following markets:

    MID-ATLANTIC     Charleston, Charlotte, Columbia, Greensboro, Greenville,
                     Hilton Head, Maryland-D.C., Myrtle Beach, New Jersey,
                     Raleigh/Durham, Richmond, Virginia-D.C. and Williamsburg

    MIDWEST          Chicago, Louisville and Minneapolis/St. Paul

    SOUTHEAST        Atlanta, Birmingham, Fort Myers/Naples, Jacksonville,
                     Miami/West Palm Beach and Orlando

    SOUTHWEST        Albuquerque, Austin, Dallas, Fort Worth, Houston, Killeen,
                     Phoenix, San Antonio and Tucson

    WEST             Colorado Springs, Denver, Hawaii, Las Vegas, Los Angeles,
                     Portland, Sacramento, San Francisco Bay Area, Salt Lake
                     City, San Diego and Seattle

THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THREE MONTHS ENDED MARCH 31, 2001

Revenues from homebuilding activities increased 76.6%, to $1,576.2 million
(6,639 homes closed) for the three months ended March 31, 2002, from $892.4
million (4,330 homes closed) for the comparable period of 2001. Revenues from
home sales increased in four of the Company's five market regions, with
percentage increases ranging from 6.3% in the Midwest region to 270.1% in the
West. Home sales revenues declined 0.6% in the Mid-Atlantic region. The
increases in total homebuilding revenues and revenues from home sales were due
to strong housing demand throughout the majority of the Company's markets, the
acquisitions of Fortress-Florida and Emerald Builders during fiscal 2001, and
the merger with Schuler in February 2002. In divisions where the Company
operated throughout both periods, home sales revenues increased 22.8%, to
$1,041.7 million (4,978 homes closed) for the three months ended March 31, 2002,
from $848.5 million (4,311 homes closed) for the comparable period of 2001.

The average selling price of homes closed during the three months ended March
31, 2002 was $231,100, up 17.3% from $197,100 for the same period in 2001. The
increase in average selling price was due primarily to the Schuler acquisition.
Schuler's operations are concentrated on the West Coast and in Hawaii, where
average home selling prices are significantly higher than in the rest of the
United States.

The value of net new sales contracts increased 35.2% to $1,833.4 million (8,617
homes) for the three months ended March 31, 2002, from $1,355.9 million (6,712
homes) for the same period of 2001. The number of net new sales contracts
increased in four of the Company's five market regions, with percentage
increases ranging from 2.7% in the Mid-Atlantic region to 62.3% in the West
region. The number of net new sales contracts declined 22.2% in the Midwest
region. In divisions where the Company operated throughout both periods, the
value of net new sales contracts increased 5.4%, to $1,425.5 million (6,959
homes) for the three months ended March 31, 2002, from $1,351.9 million (6,696
homes) for the comparable period of 2001. The average price of a net new sales
contract in the three months ended March 31, 2002 was $212,800, up 5.3% from the
$202,000 average in the comparable period of 2001. The increase in average
selling price was primarily due to the effect of the Schuler acquisition.

At March 31, 2002, the value of the Company's backlog of sales contracts was
$2,663.7 million (12,398 homes), up 27.9% from $2,083.3 million (9,709 homes) at
March 31, 2001. In divisions where the Company operated throughout both periods,
the Company's sales contracts in backlog increased 0.8%, to 9,775 homes (valued
at $2,064.2 million), from 9,697 homes (valued at $2,080.5 million) at March 31,
2001. The average sales price of homes in sales backlog was $214,800 at March
31, 2002, essentially unchanged from the average price at March 31, 2001.

Cost of sales increased by 81.5%, to $1,295.0 million for the three months ended
March 31, 2002, from $713.4 million for the comparable period of 2001. The
increase in cost of sales was primarily attributable to the increase in
revenues. Cost of home sales as a percentage of home sales revenues increased
2.0 percentage points, to 82.0% for the three months ended March 31, 2002, from
80.0% for the comparable period of 2001, due primarily to $33.6 million in
charges related to the Schuler acquisition, the majority of which was a result
of recording Schuler's inventory at fair value on the acquisition date. The
increase in cost of home sales as a percentage of revenues was the primary cause
of the 2.3 percentage point increase in total homebuilding cost of sales as a
percentage of total homebuilding revenues, to 82.2% in the three months ended
March 31, 2002, from 79.9% in the comparable period of 2001.



                                      -21-
<PAGE>




                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Selling, general and administrative (SG&A) expenses from homebuilding activities
increased by 58.9%, to $149.5 million in the three months ended March 31, 2002,
from $94.1 million in the comparable period of 2001. As a percentage of
homebuilding revenues, SG&A expenses decreased to 9.5% for the three months
ended March 31, 2002, from 10.6% for the comparable period of 2001, due
primarily to the fixed costs leverage achieved by the large amount of home
closings revenues generated by the Schuler operating divisions between the
Schuler acquisition date, February 21, 2002, and the end of the quarter.

Interest expense associated with homebuilding activities increased to $2.6
million in the three months ended March 31, 2002, from $1.6 million in the
comparable period of 2001. As a percentage of homebuilding revenues,
homebuilding interest expense was 0.2% for the three months ended March 31,
2002, unchanged from the comparable period of 2001. During both periods, the
Company expensed the portion of incurred interest and other financing costs
which could not be charged to inventory. The Company follows a policy of
capitalizing interest only on inventory under construction or development.
Capitalized interest and other financing costs are included in cost of sales at
the time of home closings.

Other income associated with homebuilding activities was $2.4 million in the
three months ended March 31, 2002, compared to other expense of $5.7 million in
the comparable period of 2001. The income in the three months ended March 31,
2002 is primarily due to an increase in the fair value of the Company's interest
rate swap agreements during the quarter. During the year-ago quarter, the
expense was primarily due to a decrease in the fair value of the same interest
rate swap agreements and an adjustment to the carrying value of the Company's
investments in venture capital entities.

SIX MONTHS ENDED MARCH 31, 2002 COMPARED TO SIX MONTHS ENDED MARCH 31, 2001

Revenues from homebuilding activities increased 53.5%, to $2,711.2 million
(12,330 homes closed) for the six months ended March 31, 2002, from $1,766.0
million (8,620 homes closed) for the comparable period of 2001. Revenues from
home sales increased in four of the Company's five market regions, with
percentage increases ranging from 2.7% in the Midwest region to 151.1% in the
West region. Revenues from homebuilding activities declined 3.6% in the
Mid-Atlantic region. The increases in total homebuilding revenues and revenues
from home sales were due to strong housing demand throughout the majority of the
Company's markets, and the acquisitions of Fortress-Florida, Emerald Builders
and Schuler. In divisions where the Company operated throughout both periods,
home sales revenues increased 21.4% to $2,068.3 million (10,073 homes closed)
for the six months ended March 31, 2002, from $1,703.8 million (8,596 homes
closed) for the comparable period of 2001.

The average selling price of homes closed during the six months ended March 31,
2002 was $215,700, up 8.8% from $198,300 for the same period in 2001. The
increase in average selling price was primarily due to the Schuler acquisition.
Schuler's operations are concentrated on the West Coast and in Hawaii, where
average home selling prices are significantly higher than in the rest of the
United States.

The value of net new sales contracts increased 26.5%, to $2,854.9 million
(13,761 homes) for the six months ended March 31, 2002, from $2,256.1 million
(10,941 homes) for the same period of 2001. The number of net new sales
contracts increased in four of the Company's five market regions, with
percentage increases ranging from 7.2% in the Mid-Atlantic region to 34.5% in
the Southwest region. The number of net new sales contracts declined 7.6% in the
Midwest region. In divisions where the Company operated throughout both periods,
the value of net new sales contracts increased 4.7%, to $2,356.3 million (11,538
homes) for the six months ended March 31, 2002, from $2,251.3 million (10,919
homes) for the comparable period of 2001. The average price of a net new sales
contract in the six months ended March 31, 2002 was $207,500, up 0.6% over the
$206,200 average in the six months ended March 31, 2001.

Cost of sales increased 55.4%, to $2,201.9 million for the six months ended
March 31, 2002, from $1,416.7 million for the comparable period of 2001. The
increase in cost of sales was primarily attributable to the increase in
revenues. Cost of home sales as a percentage of home sales revenues increased
0.8 percentage points, to 81.1% for the six months ended March 31, 2002, from
80.3% for the comparable period of 2001, due primarily to $33.6 million in
charges related to the Schuler acquisition, the majority of which was a result
of recording Schuler's inventory at fair value on the acquisition date. The
increase in cost of home sales as a percentage of revenues was the primary cause
of the 1.0 percentage point increase in total homebuilding cost of sales as a
percentage of total homebuilding revenues, to 81.2% in the six months ended
March 31, 2002, from 80.2% in the comparable period of 2001.


                                      -22-
<PAGE>



                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Selling, general and administrative (SG&A) expenses from homebuilding activities
increased by 44.0%, to $267.9 million in the six months ended March 31, 2002,
from $186.0 million in the comparable period of 2001. As a percentage of
homebuilding revenues, SG&A expenses decreased to 9.9% for the six months ended
March 31, 2002, from 10.5% for the comparable period of 2001, due primarily to
the fixed costs leverage achieved by the large amount of home closings revenues
generated by the Schuler operating divisions between the Schuler acquisition
date, February 21, 2002, and the end of the current six-month period.

Interest expense associated with homebuilding activities decreased to $3.8
million in the six months ended March 31, 2002, from $4.5 million in the
comparable period of 2001. As a percentage of homebuilding revenues,
homebuilding interest expense declined 0.2 percentage points to 0.1% for the six
months ended March 31, 2002, from 0.3% for the comparable period of 2001. During
both periods, the Company expensed the portion of incurred interest and other
financing costs which could not be charged to inventory. The Company follows a
policy of capitalizing interest only on inventory under construction or
development. Capitalized interest and other financing costs are included in cost
of sales at the time of home closings.

Other expense associated with homebuilding activities was $0.1 million in the
six months ended March 31, 2002, compared to $9.0 million in the comparable
period of 2001. The expense in 2001 is primarily due to the change in fair value
of the Company's interest rate swap agreements during the period, resulting from
the Company's adoption of SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities ," on October 1, 2000, and adjustments to the carrying
value of the Company's venture capital investments.



                                      -23-
<PAGE>



                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS - FINANCIAL SERVICES

The following table summarizes financial and other information for the Company's
financial services operations:

<Table>
<Caption>

                                                                        THREE MONTHS ENDED              SIX MONTHS ENDED
                                                                            MARCH 31,                       MARCH 31,
                                                                   ---------------------------     ---------------------------
                                                                      2002            2001             2002           2001
                                                                   -----------     -----------     -----------     -----------
                                                                                        ($ IN THOUSANDS)

<S>                                                                <C>             <C>             <C>             <C>
Number of loans originated ....................................          4,024           2,738           8,447           5,075
                                                                   -----------     -----------     -----------     -----------
Loan origination fees .........................................    $     4,175     $     3,080     $     8,818     $     5,726
Sale of servicing rights and gains from sale of mortgages .....         11,239           6,160          24,300          12,987
Other revenues ................................................          2,894           1,750           4,633           3,021
                                                                   -----------     -----------     -----------     -----------
Total mortgage banking revenues ...............................         18,308          10,990          37,751          21,734
Title policy premiums, net ....................................          5,557           3,439          11,036           6,804
                                                                   -----------     -----------     -----------     -----------
Total revenues ................................................         23,865          14,429          48,787          28,538
Selling, general and administrative expense ...................         14,918           9,830          30,041          19,967
Interest expense ..............................................            999             875           2,335           2,007
Interest/other (income) .......................................         (2,818)         (1,213)         (5,862)         (2,629)
                                                                   -----------     -----------     -----------     -----------
Income before income taxes ....................................    $    10,766     $     4,937     $    22,273     $     9,193
                                                                   ===========     ===========     ===========     ===========
</Table>

THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THREE MONTHS ENDED MARCH 31, 2001

Revenues from the financial services segment increased 65.4%, to $23.9 million
in the three months ended March 31, 2002, from $14.4 million in the comparable
period of 2001. The increase in financial services revenues was due to the rapid
expansion of the Company's mortgage loan and title services provided to
customers of the Company's homebuilding segment and the effects of the
Fortress-Florida and Emerald Builders acquisitions. Selling, general and
administrative expenses associated with financial services increased 51.8%, to
$14.9 million in the three months ended March 31, 2002, from $9.8 million in the
comparable period of 2001. As a percentage of financial services revenues,
selling, general and administrative expenses decreased by 5.6 percentage points,
to 62.5% in the three months ended March 31, 2002, from 68.1% in the comparable
period in 2001, due primarily to the increase in revenues absorbing fixed costs.

SIX MONTHS ENDED MARCH 31, 2002 COMPARED TO SIX MONTHS ENDED MARCH 31, 2001

Revenues from the financial services segment increased 71.0%, to $48.8 million
in the six months ended March 31, 2002, from $28.5 million in the comparable
period of 2001. The increase in financial services revenues was due to the rapid
expansion of the Company's mortgage loan and title services provided to
customers of the Company's homebuilding segment and the effects of the
Fortress-Florida and Emerald Builders acquisitions. General and administrative
expenses associated with financial services increased 50.5%, to $30.0 million in
the six months ended March 31, 2002, from $20.0 million in the comparable period
of 2001. As a percentage of financial services revenues, general and
administrative expenses decreased by 8.4 percentage points, to 61.6% in the six
months ended March 31, 2002, from 70.0% in the comparable period in 2001, due
primarily to the increase in revenues absorbing fixed costs.





                                      -24-
<PAGE>



                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2002, the Company had available cash and cash equivalents of $189.7
million. Inventories (including finished homes, construction in progress, and
developed residential lots and other land) at March 31, 2002, had increased by
$1,396.8 million since September 30, 2001, due to the acquisition of Schuler, a
general increase in business activity and the expansion of operations in the
Company's market areas. The increase in inventories was due primarily to the
Schuler acquisition. Net of homebuilding cash, the Company's ratio of
homebuilding notes payable to total capital at March 31, 2002, increased 1.8
percentage points, to 55.8% from 54.0% at September 30, 2001. The stockholders'
equity to total assets ratio increased 2.2 percentage points, to 36.4% at March
31, 2002, from 34.2% at September 30, 2001.

At March 31, 2002, the Company has an $805 million, unsecured revolving credit
facility , including $125 million which may be used for letters of credit. The
new facility matures in January 2006, and is guaranteed by substantially all of
the Company's subsidiaries other than its financial services subsidiaries. Under
the most restrictive of the limitations imposed by the Company's indentures and
the revolving credit facility, as of March 31, 2002, the Company was permitted
to increase its homebuilding debt by approximately $1,376.8 million, which
included $306.1 million available under the revolving credit facility. The
Company has entered into multi-year interest rate swap agreements, aggregating a
notional amount of $200 million, that fix the interest rate on a portion of the
variable rate revolving credit facility.

In the normal course of business, the Company provides standby letters of credit
and performance bonds, issued by third parties, to secure performance under
various contracts. At March 31, 2002, outstanding standby letters of credit and
performance bonds, the majority of which mature in less than one year, were
$88.8 million and $478.1 million, respectively.

At March 31, 2002, the financial services segment had mortgage loans held for
sale of $202.3 million and loan commitments for $249.4 million at fixed rates.
The Company hedges the interest rate market risk on these mortgage loans held
for sale and loan commitments through the use of best-efforts whole loan
delivery commitments, mandatory forward commitments to sell mortgage- backed
securities and the purchase of options on financial instruments.

The financial services segment has a $205 million, one-year bank warehouse
facility that matures on August 13, 2002, and is secured by mortgage loans held
for sale. The warehouse facility is not guaranteed by the parent company. As of
March 31, 2002, $148.2 million had been drawn under this facility. Substantially
all of the mortgage company activities are financed under the warehouse
facility.

On February 21, 2002, Schuler Homes, Inc. merged with and into D.R. Horton,
Inc., with D.R. Horton the surviving corporation. At the time of the merger,
Schuler's assets amounted to $1,377.6 million, mostly inventory. The total
merger consideration consisted of the issuance of 20,079,532 shares of D.R.
Horton, Inc. common stock, valued at $30.93 per share (the average closing price
of D.R. Horton common stock for a period of ten trading days from December 4,
2001 to December 17, 2001); the payment of $168.7 million in cash; the
assumption of $802.2 million of Schuler's debt, $238.2 million of which was paid
at closing; the assumption of trade payables and other liabilities amounting to
$200.0 million; and the assumption of $10.8 million of obligations to the
Schuler entities' minority interest holders. Also, D.R. Horton issued options to
purchase approximately 527,000 shares of D.R. Horton common stock to Schuler
employees to replace outstanding Schuler stock options. The fair value of the
options issued was $10.4 million and was recorded as additional capital. The
intrinsic value of the unvested options issued was $7.8 million and was recorded
as unearned compensation. The unearned compensation is being amortized over the
remaining vesting period of the stock options.

The Schuler merger was accounted for as a purchase. Accordingly, Schuler's
assets and liabilities, including identifiable intangibles, were initially
recorded at their fair values as of the date of the merger. The excess of the
total consideration paid over the net assets' fair value (approximately $425.2
million) was recorded as an addition to goodwill.

The Company's rapid growth and acquisition strategy require significant amounts
of cash. It is anticipated that future home construction, lot and land purchases
and acquisitions will be funded through internally generated funds, existing and
future credit facilities and the issuance of new debt or equity securities. At
March 31, 2002, under currently effective shelf registration


                                      -25-
<PAGE>



                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

statements, the Company has approximately 8.0 million shares issuable to effect,
in whole or in part, possible future acquisitions and the capacity to issue new
debt or equity securities amounting to $1.0 billion. In the future, the Company
intends to continue to maintain effective shelf registration statements that
will facilitate access to the capital markets.

During the three months ended March 31, 2002, the Company's Board of Directors
declared a quarterly cash dividend of $0.06 per common share, which was paid on
February 15, 2002 to stockholders of record on February 5, 2002. On March 4,
2002, the Company's Board of Directors declared a three-for-two stock split
(effected as a 50% stock dividend) which was paid on April 9, 2002, to
stockholders of record on March 26, 2002. Cash was paid in lieu of fractional
shares. On April 30, 2002, the Company's Board of Directors declared a cash
dividend of $0.06 per common share, payable on May 21, 2002 to stockholders of
record on May 14, 2002.

On April 11, 2002, the Company issued $250 million of 8.5% Senior notes due
2012. The net proceeds from this offering were used to repay borrowings under
the unsecured revolving credit facility. These notes are guaranteed by
substantially all of the Company's subsidiaries other than its financial
services subsidiaries.

In 1999 and 2000, the Company entered into three separate limited partnership
agreements with the purpose of investing in start-up and emerging growth
companies whose technology and business plans have the potential of permitting
the Company to leverage its size, expertise and customer base in the
homebuilding industry. The Company originally authorized investment of up to
$125 million in such companies over a four-year period. In January 2001, the
original $125 million authorization was reduced to the $31.3 million that had
been invested in such companies as of that date. The investments are
concentrated in e-commerce businesses that serve the homebuilding, real estate
and financial service industries, as well as in businesses whose strategic focus
allows for the diversification of the Company's operations. As of March 31,
2002, the carrying value of the Company's investments in such companies,
reported in homebuilding other assets, amounted to $5.0 million.

Except for ordinary expenditures for the construction of homes and the
acquisition of land and lots for development and sale of homes, at March 31,
2002, the Company had no material commitments for capital expenditures.


                                      -26-
<PAGE>




                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


SAFE HARBOR STATEMENT

Certain statements contained in this report, as well as in other materials we
have filed or will file with the Securities and Exchange Commission, statements
made by us in periodic press releases and oral statements made by Company
officials to analysts, stockholders and the press in the course of presentations
about the Company, may be construed as "forward-looking statements" as defined
in the Private Securities Litigation Reform Act of 1995. Any or all of the
forward-looking statements included in this report and in any other reports or
public statements of the Company are subject to risks, uncertainties and other
factors, many of which are outside of the Company's control, that could cause
actual results to differ materially from the results discussed in and
anticipated by the forward-looking statements. The following risks and
uncertainties relevant to our business include factors we believe could
adversely affect us. Other factors beyond those listed could also adversely
affect us.

         -   Changes in general economic, real estate and other business
             conditions

         -   Changes in interest rates and the availability of mortgage
             financing

         -   Governmental regulations and environmental matters

         -   The Company's substantial leverage

         -   Competitive conditions within the homebuilding industry


         -   The availability of capital

         -   The Company's ability to effect its growth strategies successfully

We undertake no obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or otherwise. However, any
further disclosures made on related subjects in subsequent reports on Forms
10-K, 10-Q and 8-K should be consulted. Additional information about issues that
could lead to material changes in performance is contained in the Company's
annual report on Form 10-K, which is filed with the Securities and Exchange
Commission.




                                      -27-
<PAGE>




ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is subject to interest rate risk on its long term debt. The Company
monitors its exposure to changes in interest rates and utilizes both fixed and
variable rate debt. For fixed rate debt, changes in interest rates generally
affect the value of the debt instrument, but not the Company's earnings or cash
flows. Conversely, for variable rate debt, changes in interest rates generally
do not impact the fair value of the debt instrument, but may affect the
Company's future earnings and cash flows. The Company has mitigated its exposure
to changes in interest rates on its variable rate bank debt by entering into
interest rate swap agreements to obtain a fixed interest rate for a portion of
the variable rate borrowings. The Company generally does not have an obligation
to prepay fixed-rate debt prior to maturity and, as a result, interest rate risk
and changes in fair value would not have a significant impact on the Company's
fixed-rate debt until such time as the Company is required to refinance,
repurchase or repay such debt.

The Company's interest rate swaps were not designated as hedges under Statement
of Financial Accounting Standards No. 133 when it was adopted on October 1,
2000. Since their maturities and other terms did not match the related debt,
they were determined to be ineffective hedges (as defined by the Statement).
Therefore, the Company is exposed to market risk associated with changes in the
fair values of the swaps, since any such changes must be reflected in the
Company's income statements.

         The Company's financial services segment is exposed to interest rate
risk associated with its mortgage loan production activities. Mortgage loans are
funded at fixed interest rates before they are committed to specific investors
and interest rate lock commitments (IRLC's) are extended to borrowers who have
applied for loan funding and who meet certain defined credit and underwriting
criteria. Forward commitments to sell mortgage-backed securities are designated
as fair value hedges of the risk of changes in the overall fair value of funded
loans. The effectiveness of the fair value hedge is continuously monitored and
any ineffectiveness, which for the three months ended March 31, 2002, was not
significant, is recognized in current earnings. The IRLC's are classified and
accounted for as non-designated derivative instruments with gains and losses
recorded in current earnings. Interest rate risk associated with IRLC's is
managed through the use of best-efforts whole loan delivery commitments, forward
commitments to sell mortgage-backed securities and the purchase of options on
financial instruments. These instruments are considered non-designated
derivatives and are accounted for at fair market value with gains and losses
recorded in current earnings. At March 31, 2002, total forward commitments to
mitigate interest rate risk related to funded loans and IRLC's were
approximately $154.5 million, the duration of which was less than six months.

The following table shows, as of March 31, 2002, the Company's long term debt
obligations, principal cash flows by scheduled maturity, weighted average
interest rates and estimated fair market value. In addition, the table shows the
notional amounts, weighted average interest rates and estimated fair market
value of the Company's interest rate swaps.


<Table>
<Caption>
                                    Six Months
                                      Ended                                                                              Fair
                                     Sep. 30,                       Year ended September 30,                             market
                                    ----------  -------------------------------------------------------                 value at
                                       2002       2003      2004       2005       2006      Thereafter       Total       03/31/02
                                    ----------  -------    -------    -------    -------    -----------    ---------    ---------
                                                                      ($'s in millions)
<S>                                  <C>        <C>        <C>        <C>        <C>        <C>            <C>          <C>
DEBT:
    Fixed rate ...................   $  24.3    $  36.1    $ 167.9    $ 207.1    $ 150.5    $   1,817.8    $ 2,403.7    $ 2,350.3
    Average interest rate ........      7.42%      6.33%      8.49%     10.73%     10.18%          8.08%        8.46%          --
    Variable rate ................   $ 152.9    $   3.2    $   8.3         --    $ 486.1             --    $   650.5    $   650.5
    Average interest rate ........      2.97%      5.75%      2.81%        --       3.68%            --         3.51%          --
INTEREST RATE SWAPS:
    Variable to fixed ............   $ 200.0    $ 200.0    $ 200.0    $ 200.0    $ 200.0    $     200.0           --    ($    5.4)
    Average pay rate .............      5.10%      5.10%      5.10%      5.10%      5.10%          5.07%          --           --
    Average receive rate .........     90-day LIBOR
</Table>



                                      -28-
<PAGE>




PART II. OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES.

Certain new indebtedness and limitations on payment of dividends or other
distributions by the Company on its Common Stock were created in connection with
its February 21, 2002 acquisition of Schuler Homes, Inc. ("Schuler"). As part of
that acquisition, the Company executed:

     (i) the Seventh Supplemental Indenture, dated as of February 21, 2002,
among the Company, the guarantors named therein and BNY Western Trust Company,
as successor in interest to U.S. Trust Company of California, N.A., as trustee,
assuming the obligations under the Indenture dated as of May 6, 1998, among
Schuler, the guarantors named therein and BNY Western Trust Company, as
successor in interest to U.S. Trust Company of California, N.A., as trustee, and
Schuler's related 9% Senior Notes due 2008;

     (ii) the First Supplemental Indenture, dated as of February 21, 2002, among
the Company, the guarantors named therein and U.S. Bank, N.A., as successor by
merger to U.S. Bank Trust National Association, as trustee, assuming the
obligations under the Indenture, dated as of June 28, 2001, among Schuler, the
guarantors named therein and U.S. Bank, N.A., as successor by merger to U.S.
Bank Trust National Association, as trustee, and Schuler's related 9.375% Senior
Notes due 2009; and

     (iii) the First Supplemental Indenture, dated as of February 21, 2002,
among the Company, the guarantors named therein and U.S. Bank, N.A., as
successor by merger to U.S. Bank Trust National Association, as trustee,
assuming the obligations under the Indenture, dated as of June 28, 2001, among
Schuler, the guarantors named therein and U.S. Bank, N.A., as successor by
merger to U.S. Bank Trust National Association, as trustee, and Schuler's
related 10.5% Senior Subordinated Notes due 2011.

Each of these indentures, as supplemented, impose limitations on the ability of
the Company and its subsidiaries guaranteeing the assumed notes to, among other
things, incur indebtedness, make "Restricted Payments" (as defined, which
includes payments of dividends or other distributions on the Common Stock of the
Company), effect certain "Asset Sales" (as defined), enter into certain
transactions with affiliates, merge or consolidate with any person, or transfer
all or substantially all of their properties and assets. These limitations are
similar to limitations already existing by reason of the Company's other senior
and senior subordinated notes and related indentures. The indentures related to
the Schuler senior notes, as supplemented, also impose limitations on the
ability of the Company and its guarantor subsidiaries to make any principal
payment on, or redeem, repurchase, defease or otherwise acquire or retire for
value prior to scheduled principal payments or at maturity indebtedness of the
Company or the guarantor subsidiaries which is expressly subordinated in right
of payment to such senior notes unless such transactions comply with the
limitations on "Restricted Payment" contained in such indentures. The Schuler
senior subordinated notes and the Company's 9.75% Senior Subordinated Notes due
2010 and 9.375% Senior Subordinated Notes due 2011 are indebtedness of the
Company expressly subordinated in right of payment to such senior notes.

Other information concerning the acquisition of Schuler has previously been
reported in, and is described in, the Company's Amendment No. 1 to Registration
Statement on Form S-4 (Registration Number 333-73888) filed with the SEC on
January 16, 2002 and the Company's current reports on Form 8-K, filed with the
SEC on February 19, 2002 and February 22, 2002 (as amended on March 25, 2002).

On April 11, 2002, the Company issued $250,000,000 in principal amount of its
8.5% Senior Notes due 2012 (the "Notes"). As part of that issuance, the Company
executed the Indenture, dated as of April 11, 2002, among the Company, the
guarantors named therein and American Stock Transfer & Trust Company, as
trustee, and the First Supplemental Indenture, dated as of April 11, 2002, among
the Company, the guarantors named therein and American Stock Transfer & Trust
Company, as trustee, authorizing the Notes, in addition to the Registration
Rights Agreement, dated as of April 11, 2002, among the Company, the guarantors
named therein and the initial purchasers of the Notes. This indenture and
supplemental indenture impose limitations on the ability of the Company and its
subsidiaries guaranteeing the Notes to, among other things, incur indebtedness,
make "Restricted Payments" (as defined, which includes payments of dividends or
other distributions on the Common Stock of the Company), effect certain "Asset
Dispositions" (as defined), enter into certain transactions with affiliates,
merge or consolidate with any other person, or transfer all or substantially all
of their properties and assets. These limitations are substantially similar to
the limitations already existing with respect to the Company's 8.375% Senior
Notes due 2004, 10.5% Senior Notes due 2005, 8% Senior Notes due 2009, 7.875%
Senior Notes due 2011 and Zero Coupon Convertible Senior Notes due 2021 and the
related indenture and supplemental indentures under which such series of senior
notes were issued.


                                      -29-
<PAGE>




ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

(a) On February 21, 2002, the Company held its Annual Meeting of Stockholders
(the "Meeting"). At the Meeting, the stockholders re-elected ten members of the
Board of Directors of the Company to serve until the Company's next annual
meeting of stockholders and until their respective successors are elected and
qualified. The names of the ten directors, the votes cast for and the number of
votes withheld were as follows:


<Table>
<Caption>

                  Name                                 Votes For                      Votes Withheld
                  ----                                 ---------                      --------------

<S>                                                   <C>                             <C>
Donald R. Horton                                      64,152,604                        7,713,226

Bradley S. Anderson                                   70,714,594                        1,151,236

Richard Beckwitt                                      70,592,380                        1,303,450

Samuel R. Fuller                                      64,112,853                        7,752,977

Richard I. Galland                                    70,712,119                        1,153,711

Richard L. Horton                                     70,558,757                        1,307,073

Terrill J. Horton                                     70,558,877                        1,306,953

Francine I. Neff                                      71,009,112                        1,129,718

Scott J. Stone                                        64,092,876                        7,772,954

Donald J. Tomnitz                                     64,110,793                        7,755,037
</Table>


At the annual meeting of the Board of Directors following the Meeting, pursuant
to the Merger Agreement with Schuler Homes, Inc., James K. Schuler was elected
as a director to serve until the Company's next annual meeting of stockholders
and until his successor is elected and qualified.


(b) At the Meeting, a vote was taken for the approval and adoption of a proposal
to amend and restate the D.R. Horton, Inc. 1991 Stock Incentive Plan. The
following votes were cast upon this proposal:



<Table>

<S>                                          <C>
For:                                         43,962,460

Against:                                     27,775,516

Abstain:                                        125,782
</Table>




                                      -30-
<PAGE>




(c) At the Meeting, the stockholders considered and approved a proposal to
approve and adopt the Agreement and Plan of Merger, dated as of October 22,
2001, as amended November 8, 2001 (the "Merger Agreement"), between the Company
and Schuler, providing for, among other things, the merger of Schuler into the
Company (the "Merger Proposal"). The number of votes cast for and against the
Merger Proposal and the number of abstentions were as follows:

<Table>

<S>                                          <C>
For:                                         64,440,267

Against:                                         77,471

Abstain:                                         68,635
</Table>



ITEM 5. OTHER INFORMATION.

On February 21, 2002, the Company and the guarantors named therein executed the
Seventh Supplemental Indenture, dated as of February 21, 2002, among the
Company, the guarantors named therein and BNY Western Trust Company, as
successor in interest to U.S. Trust Company of California, N.A., as trustee,
relating to Schuler's 9% Senior Notes due 2008; the First Supplemental
Indenture, dated as of February 21, 2002, among the Company, the guarantors
named therein and U.S. Bank, N.A., as successor by merger to U.S. Bank Trust
National Association, as trustee, relating to Schuler's 9.375% Senior Notes due
2009; the First Supplemental Indenture, dated as of February 21, 2002, among the
Company, the guarantors named therein and U.S. Bank, N.A., as successor by
merger to U.S. Bank Trust National Association, as trustee, relating to
Schuler's 10.5% Senior Subordinated Notes due 2011. The effect of these three
supplemental indentures is for the Company to assume the obligations of Schuler
under the indentures to which such supplemental indentures relate and to include
the restricted subsidiaries of the Company as guarantors of the debt to which
such supplemental indentures relate. In addition, on February 21, 2002, the
Company and the guarantors named therein executed the Fourteenth Supplemental
Indenture, dated as of February 21, 2002, among the Company, the guarantors
named therein and American Stock Transfer & Trust Company, as trustee, relating
to the Company's 8.375% Senior Notes due 2004, 10.5% Senior Notes due 2005, 8%
Senior Notes due 2009, 7.875% Senior Notes due 2011 and Zero Coupon Convertible
Senior Notes due 2021; the Fourth Supplemental Indenture, dated as of February
21, 2002, among the Company, the guarantors named therein and American Stock
Transfer & Trust Company, as trustee, relating to the Company's 9.75% Senior
Subordinated Notes due 2010 and 9.375% Senior Subordinated Notes due 2011; and
the Fifth Supplemental Indenture, dated as of February 21, 2002, among the
Company, the guarantors named therein and First Union National Bank, as trustee,
relating to the Company's 10% Senior Notes due 2006. The effect of these three
indentures is to include the restricted subsidiaries of Schuler as guarantors of
the debt to which such supplemental indentures relate. The six supplemental
indentures are each attached hereto as exhibits. On April 1, 2002, as required
under the applicable indentures, the Company completed a change of control offer
to repurchase the three series of senior and senior subordinated notes
previously issued by Schuler at 101% of their aggregate principal amount.
$15,000,000 in aggregate principal amount of the 9.375% Senior Notes due 2009
and $5,225,000 in aggregate principal amount of the 10.5% Senior Subordinated
Notes due 2011 were tendered for purchase. No holders chose to tender the 9%
Senior Notes due 2008.

On March 4, 2002, the Company announced that the Board of Directors declared a 3
for 2 stock split (effected as a 50% stock dividend), which was paid on April 9,
2002 to holders of record of the Company's common stock as of the close of
business on March 26, 2002.

On March 11, 2002, the Company filed a universal shelf registration statement on
Form S-3 registering up to $1,000,000,000 of debt securities and associated
guarantees, preferred stock, depositary shares, common stock, warrants, stock
purchase contracts, stock purchase units, trust preferred securities and
associated subordinated trust debt securities, and units of the above
securities, which registration statement was declared effective by the SEC on
March 27, 2002.






                                      -31-
<PAGE>




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.


     (a)   Exhibits.

           3.1        Amended and Restated Certificate of Incorporation, as
                      amended, of the Company is incorporated herein by
                      reference from Exhibit 4.2 to the Company's registration
                      statement (No. 333-76175) on Form S-3, filed April 13,
                      1999.

           3.2        Amended and Restated Bylaws of the Company are
                      incorporated herein by reference from Exhibit 3.1 to the
                      Company's Quarterly Report on Form 10-Q for the quarter
                      ended December 31, 1998.

           4.1        Indenture, dated as of May 6, 1998, among Schuler
                      Residential, Inc. (formerly known as Schuler Homes, Inc.),
                      the guarantors named therein and BNY Western Trust
                      Company, as successor in interest to U.S. Trust Company of
                      California, N.A., as trustee, relating to the 9% Senior
                      Notes due 2008, is incorporated herein by reference from
                      Exhibit 4.4 to Schuler Residential, Inc.'s Quarterly
                      Report on Form 10-Q for the quarter ended March 31, 1998.
                      The Commission file number for Schuler Residential, Inc.
                      is 0-19891.

           4.2        First Supplemental Indenture, dated as of February 26,
                      1999, among Schuler Residential, Inc. (formerly known as
                      Schuler Homes, Inc.), the guarantors named therein and BNY
                      Western Trust Company, as successor in interest to U.S.
                      Trust Company of California, N.A., as trustee, relating to
                      the 9% Senior Notes due 2008, is incorporated herein by
                      reference from Exhibit 1.07 to Schuler Homes, Inc.'s
                      Registration Statement on Form 8-A filed with the SEC on
                      June 22, 2001. The Commission file number for Schuler
                      Homes, Inc. is 0-32461.

           4.3        Second Supplemental Indenture, dated as of July 15, 1999,
                      among Schuler Residential, Inc. (formerly known as Schuler
                      Homes, Inc.), the guarantors named therein and BNY Western
                      Trust Company, as successor in interest to U.S. Trust
                      Company of California, N.A., as trustee, relating to the
                      9% Senior Notes due 2008, is incorporated herein by
                      reference from Exhibit 1.08 to Schuler Homes, Inc.'s
                      Registration Statement on Form 8-A filed with the SEC on
                      June 22, 2001. The Commission file number for Schuler
                      Homes, Inc. is 0-32461.

           4.4        Third Supplemental Indenture, dated as of June 27, 2000,
                      among Schuler Residential, Inc. (formerly known as Schuler
                      Homes, Inc.), the guarantors named therein and BNY Western
                      Trust Company, as successor in interest to U.S. Trust
                      Company of California, N.A., as trustee, relating to the
                      9% Senior Notes due 2008, is incorporated herein by
                      reference from Exhibit 1.09 to Schuler Homes, Inc.'s
                      Registration Statement on Form 8-A filed with the SEC on
                      June 22, 2001. The Commission file number for Schuler
                      Homes, Inc. is 0-32461.

           4.5        Fourth Supplemental Indenture, dated as of October 20,
                      2000, among Schuler Residential, Inc. (formerly known as
                      Schuler Homes, Inc.), the guarantors named therein and BNY
                      Western Trust Company, as successor in interest to U.S.
                      Trust Company of California, N.A., as trustee, relating to
                      the 9% Senior Notes due 2008, is incorporated herein by
                      reference from Exhibit 1.10 to Schuler Homes, Inc.'s
                      Registration Statement on Form 8-A filed with the SEC on
                      June 22, 2001. The Commission file number for Schuler
                      Homes, Inc. is 0-32461.

           4.6        Fifth Supplemental Indenture, dated as of June 21, 2001,
                      among Schuler Residential, Inc. (formerly known as Schuler
                      Homes, Inc.), Schuler Homes, Inc., the guarantors named
                      therein and BNY Western Trust Company, as successor in
                      interest to U.S. Trust Company of California, N.A., as
                      trustee, relating to the 9% Senior Notes due 2008, is
                      incorporated herein by reference from Exhibit 1.11 to
                      Schuler Homes, Inc.'s Registration Statement on Form 8-A
                      filed with the SEC on June 22, 2001. The Commission file
                      number for Schuler Homes, Inc. is 0-32461.




                                      -32-
<PAGE>
           4.7*       Sixth Supplemental Indenture, dated as of October 4, 2001,
                      among Schuler Homes, Inc., the guarantors named therein
                      and BNY Western Trust Company, as successor in interest to
                      U.S. Trust Company of California, N.A., as trustee,
                      relating to the 9% Senior Notes due 2008.

           4.8*       Seventh Supplemental Indenture, dated as of February 21,
                      2002, among the Company, the guarantors named therein and
                      BNY Western Trust Company, as successor in interest to
                      U.S. Trust Company of California, N.A., as trustee,
                      relating to the 9% Senior Notes due 2008.


           4.9        Indenture, dated as of June 28, 2001, among Schuler Homes,
                      Inc., the guarantors named therein and U.S. Bank, N.A., as
                      successor by merger to U.S. Bank Trust National
                      Association, as trustee, relating to the 9.375% Senior
                      Notes due 2009, is incorporated herein by reference from
                      Exhibit 4.8 to Schuler Homes, Inc.'s Quarterly Report on
                      Form 10-Q for the quarter ended June 30, 2001. The
                      Commission file number for Schuler Homes, Inc. is 0-32461.

           4.10*      First Supplemental Indenture, dated as of February 21,
                      2002, among the Company, the guarantors named therein and
                      U.S. Bank, N.A., as successor by merger to U.S. Bank Trust
                      National Association, as trustee, relating to the 9.375%
                      Senior Notes due 2009.

           4.11       Indenture, dated as of June 28, 2001, among Schuler Homes,
                      Inc., the guarantors named therein and U.S. Bank, N.A., as
                      successor by merger to U.S. Bank Trust National
                      Association, as trustee, relating to the 10.5% Senior
                      Subordinated Notes due 2011, is incorporated herein by
                      reference from Exhibit 4.10 to Schuler Homes, Inc.'s
                      Quarterly Report on Form 10-Q for the quarter ended June
                      30, 2001. The Commission file number for Schuler Homes,
                      Inc. is 0-32461.

           4.12*      First Supplemental Indenture, dated as of February 21,
                      2002, among the Company, the guarantors named therein and
                      U.S. Bank, N.A., as successor by merger to U.S. Bank Trust
                      National Association, as trustee, relating to the 10.5%
                      Senior Subordinated Notes due 2011.

           4.13*      Fourteenth Supplemental Indenture, dated as of February
                      21, 2002, among the Company, the guarantors named therein
                      and American Stock Transfer & Trust Company, as trustee,
                      relating to the 8.375% Senior Notes due 2004, 10.5% Senior
                      Notes due 2005, 8% Senior Notes due 2009, 7.875% Senior
                      Notes due 2011 and Zero Coupon Convertible Senior Notes
                      due 2021.

           4.14*      Fourth Supplemental Indenture, dated as of February 21,
                      2002, among the Company, the guarantors named therein and
                      American Stock Transfer & Trust Company, as trustee,
                      relating to the 9.75% Senior Subordinated Notes due 2010
                      and 9.375% Senior Subordinated Notes due 2011.

           4.15*      Fifth Supplemental Indenture, dated as of February 21,
                      2002, among the Company, the guarantors named therein and
                      First Union National Bank, as trustee, relating to the 10%
                      Senior Notes due 2006.

           4.16*      Indenture, dated as of April 11, 2002, among the Company,
                      the guarantors named therein and American Stock Transfer &
                      Trust Company, as trustee, relating to senior debt
                      securities of the Company.

           4.17*      First Supplemental Indenture, dated as of April 11, 2002,
                      among the Company, the guarantors named therein and
                      American Stock Transfer & Trust Company, as trustee,
                      relating to the 8.5% Senior Notes due 2012.

           4.18*      Registration Rights Agreement, dated as of April 11, 2002,
                      among the Company, the guarantors named therein and
                      Salomon Smith Barney Inc., Banc of America Securities LLC,
                      Credit Lyonnais Securities (USA) Inc. and Fleet
                      Securities, Inc., relating to the 8.5% Senior Notes due
                      2012.





                                      -33-
<PAGE>


           10.1       Revolving Credit Agreement, dated as of January 31, 2002,
                      among the Company, the lenders named therein, and Bank Of
                      America, N.A., a national banking association, as
                      Administrative Agent and Letter of Credit Issuer, is
                      incorporated herein by reference from Exhibit 10.1 to the
                      Company's Current Report on Form 8-K, dated January 31,
                      2002, filed with the SEC on February 1, 2002.

           10.2*      Indemnification Agreement for new Director, James K.
                      Schuler.

           10.3       Employment Agreement, dated as of October 22, 2001,
                      between the Company and James K. Schuler, is incorporated
                      by reference from Exhibit 10.8 of the Company's
                      Registration Statement on Form S-4 (Registration No.
                      333-73888), filed with the SEC on November 21, 2001.

           10.4*      Form of Incentive Stock Option Agreement for replacement
                      incentive stock options granted to former employees of
                      Schuler Homes, Inc. pursuant to the D.R. Horton, Inc. 1991
                      Stock Incentive Plan, as amended and restated.

           10.5*      Form of Non-Qualified Stock Option Agreement for
                      replacement non-qualified stock options granted to former
                      employees of Schuler Homes, Inc. pursuant to the D.R.
                      Horton, Inc. 1991 Stock Incentive Plan, as amended and
                      restated.


----------

*Filed herewith.



    (b)    Reports on Form 8-K.

           1.         On January 22, 2002, the Company filed a Current Report on
                      Form 8-K (Item 5), which included its press release of
                      that date announcing the Company's financial results for
                      the quarter ended December 31, 2002.

           2.         On January 24, 2002, the Company filed a Current Report on
                      Form 8-K (Item 5), which announced the declaration of a
                      cash dividend of six cents ($0.06) per share.

           3.         On February 1, 2002, the Company filed a Current Report on
                      Form 8-K (Item 5), which announced that it had entered
                      into a four-year, unsecured, revolving credit facility
                      with several banks to replace its credit facility that had
                      been scheduled to mature in April 2002.

           4.         On February 19, 2002, the Company filed a Current Report
                      on Form 8-K (Item 5), which included its press release of
                      that date announcing the stock portion of the merger
                      consideration for the Schuler merger.

           5.         On February 22, 2002, the Company filed a Current Report
                      on Form 8-K (Items 2 and 7), which announced the
                      completion of the acquisition of Schuler and provided
                      further information concerning the acquisition of Schuler
                      and incorporated by reference the financial statements of
                      Schuler and pro forma combined financial information for
                      the Company and Schuler.

           6.         On March 25, 2002, the Company filed an amendment to the
                      Current Report on Form 8-K (Item 7) previously filed on
                      February 22, 2002, which provided amended pro forma
                      combined financial information for the Company and
                      Schuler.




                                      -34-
<PAGE>





                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                               D.R. HORTON, INC.



Date: May  15, 2002            By  /s/ SAMUEL R. FULLER
                                 -----------------------------------------------
                               Samuel R. Fuller, on behalf of D.R. Horton, Inc.
                               and as Executive Vice President, Treasurer and
                               Chief Financial Officer (Principal Financial and
                               Accounting Officer)




                                      -35-
<PAGE>


                                INDEX TO EXHIBITS


<Table>
<Caption>

EXHIBIT
 NUMBER             DESCRIPTION
-------             -----------
<S>                 <C>

  4.7               SIXTH SUPPLEMENTAL INDENTURE, DATED AS OF OCTOBER 4, 2001,
                    AMONG SCHULER HOMES, INC., THE GUARANTORS NAMED THEREIN AND
                    BNY WESTERN TRUST COMPANY, AS SUCCESSOR IN INTEREST TO U.S.
                    TRUST COMPANY OF CALIFORNIA, N.A., AS TRUSTEE, RELATING TO
                    THE 9% SENIOR NOTES DUE 2008.

  4.8               SEVENTH SUPPLEMENTAL INDENTURE, DATED AS OF FEBRUARY 21,
                    2002, AMONG THE COMPANY, THE GUARANTORS NAMED THEREIN AND
                    BNY WESTERN TRUST COMPANY, AS SUCCESSOR IN INTEREST TO U.S.
                    TRUST COMPANY OF CALIFORNIA, N.A., AS TRUSTEE, RELATING TO
                    THE 9% SENIOR NOTES DUE 2008.

  4.10              FIRST SUPPLEMENTAL INDENTURE, DATED AS OF FEBRUARY 21, 2002,
                    AMONG THE COMPANY, THE GUARANTORS NAMED THEREIN AND U.S.
                    BANK, N.A., AS SUCCESSOR BY MERGER TO U.S. BANK TRUST
                    NATIONAL ASSOCIATION, AS TRUSTEE, RELATING TO THE 9.375%
                    SENIOR NOTES DUE 2009.

  4.12              FIRST SUPPLEMENTAL INDENTURE, DATED AS OF FEBRUARY 21, 2002,
                    AMONG THE COMPANY, THE GUARANTORS NAMED THEREIN AND U.S.
                    BANK, N.A., AS SUCCESSOR BY MERGER TO U.S. BANK TRUST
                    NATIONAL ASSOCIATION, AS TRUSTEE, RELATING TO THE 10.5%
                    SENIOR SUBORDINATED NOTES DUE 2011.

  4.13              FOURTEENTH SUPPLEMENTAL INDENTURE, DATED AS OF FEBRUARY 21,
                    2002, AMONG THE COMPANY, THE GUARANTORS NAMED THEREIN AND
                    AMERICAN STOCK TRANSFER & TRUST COMPANY, AS TRUSTEE,
                    RELATING TO THE 8.375% SENIOR NOTES DUE 2004, 10.5% SENIOR
                    NOTES DUE 2005, 8% SENIOR NOTES DUE 2009, 7.875% SENIOR
                    NOTES DUE 2011 AND ZERO COUPON CONVERTIBLE SENIOR NOTES DUE
                    2021.

  4.14              FOURTH SUPPLEMENTAL INDENTURE, DATED AS OF FEBRUARY 21,
                    2002, AMONG THE COMPANY, THE GUARANTORS NAMED THEREIN AND
                    AMERICAN STOCK TRANSFER & TRUST COMPANY, AS TRUSTEE,
                    RELATING TO THE 9.75% SENIOR SUBORDINATED NOTES DUE 2010 AND
                    9.375% SENIOR SUBORDINATED NOTES DUE 2011.

  4.15              FIFTH SUPPLEMENTAL INDENTURE, DATED AS OF FEBRUARY 21, 2002,
                    AMONG THE COMPANY, THE GUARANTORS NAMED THEREIN AND FIRST
                    UNION NATIONAL BANK, AS TRUSTEE, RELATING TO THE 10% SENIOR
                    NOTES DUE 2006.

  4.16              INDENTURE, DATED AS OF APRIL 11, 2002, AMONG THE COMPANY,
                    THE GUARANTORS NAMED THEREIN AND AMERICAN STOCK TRANSFER &
                    TRUST COMPANY, AS TRUSTEE, RELATING TO SENIOR DEBT
                    SECURITIES OF THE COMPANY.

  4.17              FIRST SUPPLEMENTAL INDENTURE, DATED AS OF APRIL 11, 2002,
                    AMONG THE COMPANY, THE GUARANTORS NAMED THEREIN AND AMERICAN
                    STOCK TRANSFER & TRUST COMPANY, AS TRUSTEE, RELATING TO THE
                    8.5% SENIOR NOTES DUE 2012.

  4.18              REGISTRATION RIGHTS, DATED AS OF APRIL 11, 2002, AMONG THE
                    COMPANY, THE GUARANTORS NAMED THEREIN AND SALOMON SMITH
                    BARNEY INC., BANC OF AMERICA SECURITIES LLC, CREDIT LYONNAIS
                    SECURITIES (USA) INC. AND FLEET SECURITIES, INC., RELATING
                    TO THE 8.5% SENIOR NOTES DUE 2012.
</Table>


<PAGE>

<Table>
<S>                 <C>
  10.2              INDEMNIFICATION AGREEMENT FOR NEW DIRECTOR, JAMES K.
                    SCHULER.


  10.4              FORM OF INCENTIVE STOCK OPTION AGREEMENT FOR REPLACEMENT
                    INCENTIVE STOCK OPTIONS GRANTED TO FORMER EMPLOYEES OF
                    SCHULER HOMES, INC. PURSUANT TO THE D.R. HORTON, INC. 1991
                    STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED.

  10.5              FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT FOR REPLACEMENT
                    NON-QUALIFIED STOCK OPTIONS GRANTED TO FORMER EMPLOYEES OF
                    SCHULER HOMES, INC. PURSUANT TO THE D.R. HORTON, INC. 1991
                    STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED.
</Table>




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.7
<SEQUENCE>3
<FILENAME>d96909ex4-7.txt
<DESCRIPTION>6TH SUPPLEMENTAL INDENTURE RE: 9% SENIOR NOTES
<TEXT>
<PAGE>


                                                                     EXHIBIT 4.7


                          SIXTH SUPPLEMENTAL INDENTURE

                           Dated as of October 4, 2001

                                      among

                               SCHULER HOMES, INC.
                   (formerly known as Schuler Holdings, Inc.),

                           THE GUARANTORS PARTY HERETO

                                       and

                            BNY WESTERN TRUST COMPANY

                                   AS TRUSTEE


                           Supplementing the Indenture
                             Dated as of May 6, 1998




<PAGE>



                          SIXTH SUPPLEMENTAL INDENTURE

         This SIXTH SUPPLEMENTAL INDENTURE, dated as of October 4, 2001 (this
"Sixth Supplemental Indenture"), by and among Schuler Homes, Inc., a Delaware
corporation (formerly known as Schuler Holdings, Inc.) ("Schuler Homes"), the
Guarantors signatory hereto BNY Western Trust Company, as successor in interest
to U.S. Trust Company, National Association, as trustee (the "Trustee").

         WHEREAS, Schuler Residential, Inc., a Delaware corporation ("Schuler
Residential") (formerly known as Schuler Homes, Inc.) and the Guarantors
signatory thereto executed and delivered the Indenture dated as of May 6, 1998,
as supplemented by the First Supplemental Indenture, dated as of February 26,
1999, the Second Supplemental Indenture, dated as of July 15, 1999, the Third
Supplemental Indenture, dated as of July 27, 2000, the Fourth Supplemental
Indenture, dated as of October 20, 2000 and the Fifth Supplemental Indenture,
dated as of June 21, 2001 (as supplemented, the "Indenture"), to the Trustee to
provide for the issuance of Schuler Residential's 9% Senior Notes Due 2008 (the
"Securities").

         WHEREAS, pursuant to an Agreement and Plan of Reorganization, dated as
of September 12, 2000 (the "Plan of Reorganization"), as amended, by and among
Schuler Residential, Apollo Real Estate Investment Fund, L.P., a Delaware
limited partnership ("Apollo"), Blackacre WPH, LLC, a Delaware limited liability
company ("Blackacre"), Highridge Pacific Housing Investors, L.P., a California
limited partnership ("Highridge"), AP WP Partners, L.P., a Delaware limited
partnership ("APWP"), AP Western GP Corporation, a Delaware corporation ("AP
Western"), API LHI, Inc., a California corporation ("API"), and Lamco Housing,
Inc., a California corporation ("LAMCO," and collectively with Apollo,
Blackacre, Highridge, APWP, AP Western and API, the "WP Partners"), (1) Schuler
Residential and the WP Partners formed Schuler Homes and (2) a wholly-owned
subsidiary of Schuler Homes merged into Schuler Residential, with Schuler
Residential as the surviving corporation, as a result of which Schuler
Residential became a wholly-owned subsidiary of Schuler Homes.

         WHEREAS, on April 2, 2001, pursuant to the Plan of Reorganization,
Schuler Residential changed its name from "Schuler Homes, Inc." to "Schuler
Residential, Inc.", and Schuler Homes changed its name from "Schuler Holdings,
Inc." to "Schuler Homes, Inc."

         WHEREAS, in connection with the Plan of Reorganization, Schuler Homes
acquired various subsidiaries which have been designated as Restricted
Subsidiaries.

         WHEREAS, on June 21, 2001, pursuant to Section 2.6(b) of the Plan of
Reorganization, Schuler Residential was merged into Schuler Homes, with Schuler
Homes as the surviving corporation of such merger.

         WHEREAS, on June 21, 2001, Schuler Homes assumed all of the Obligations
of Schuler Residential under the Indenture and the Securities.


                                       1
<PAGE>

         WHEREAS, Schuler Homes desires that pursuant to Section 4.18 and
Article 10 of the Indenture, those Restricted Subsidiaries listed on Exhibit A
hereto (the "Additional Guarantors") shall become Guarantors under the
Indenture.

         WHEREAS, Schuler Homes, the Guarantors and the Trustee have agreed to
execute this Sixth Supplemental Indenture and have done all things necessary
under their respective organizational documents and the Indenture to enter into
this Sixth Supplemental Indenture.

         WHEREAS, Section 9.01 of the Indenture provides that the Company and
the Guarantors, with the consent of the Trustee, may amend, modify or supplement
the Indenture without notice to or the consent of any holder of the Securities
for the purpose of reflecting additional guarantors in order to comply with
Section 4.18 of the Indenture, and to make any other change that does not
adversely affect the rights of any holder of the Securities.

         NOW THEREFORE, for and in consideration of the premises and mutual
covenants herein contained, each party hereto agrees as follows for the benefit
of the holders of the Securities:

                                   ARTICLE 1.

                                   DEFINITIONS

         Section 1.01. Definitions of Terms. Unless the context otherwise
requires:

         (a) capitalized terms used herein that are not otherwise defined herein
shall have the meaning assigned to such terms in the Indenture;

         (b) references to Sections or Articles mean references to such Section
or Article in the Indenture, unless stated otherwise; and

         (c) rules of construction applicable pursuant to the Indenture are also
applicable herein.

                                   ARTICLE 2.

                              ADDITIONAL GUARANTORS

         Each of the Additional Guarantors listed on Exhibit A hereto hereby
agrees to become a Guarantor under the Indenture, and upon its execution and
delivery of this Sixth Supplemental Indenture, each of such Additional
Guarantors guarantees payment of the Securities pursuant to the terms of Article
10 of the Indenture and Exhibit B thereto.




                                       2
<PAGE>

                                   ARTICLE 3.

                                  MISCELLANEOUS

         Section 3.01. Authorization. The execution, delivery and performance by
Schuler Homes and the Guarantors of this Sixth Supplemental Indenture have been
duly authorized by all necessary action of Schuler Homes and each such
Guarantor.

         Section 3.02. Ratification of Indenture. The Indenture, as supplemented
by this Sixth Supplemental Indenture, is in all respects ratified and confirmed,
and this Sixth Supplemental Indenture shall be deemed part of the Indenture in
the manner and to the extent herein and therein provided and every holder of
Securities heretofore or hereafter authenticated and delivered under the
Indenture shall benefit and be bound hereby.

         Section 3.03. Governing Law. This Sixth Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York,
without regard to conflict of laws provisions thereof.

         Section 3.04. Severability. In case any one or more of the provisions
in this Sixth Supplemental Indenture shall be held invalid, illegal or
unenforceable, in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions shall not in any way be affected or impaired thereby, it being
intended that all of the provisions hereof shall be enforceable to the full
extent permitted by law.

         Section 3.05. Counterparts. This Sixth Supplemental Indenture may be
executed in any number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
agreement.

         Section 3.06. Effectiveness. This Sixth Supplemental Indenture shall be
effective and binding upon execution hereof by Schuler Homes, the Guarantors and
the Trustee.

         Section 3.07. Trustee Not Responsible for Recitals. The recitals herein
contained are made by Schuler Homes and the Guarantors and not by the Trustee,
and the Trustee assumes no responsibility for the correctness thereof and shall
incur no liability for any incorrectness thereof. The Trustee makes no
representation as to the validity or sufficiency of this Sixth Supplemental
Indenture.

         Section 3.08. Performance of Trustee. The Trustee, for itself and its
successors, accepts the Trust of the Indenture as amended by this Sixth
Supplemental Indenture and agrees to perform this Sixth Supplemental Indenture
and the Indenture, but only upon the terms and conditions set forth herein and
therein, including the terms and provisions in the Indenture defining and
limiting the liability and responsibility of the Trustee.

         Section 3.09. Compensation. Schuler Homes shall promptly reimburse the
Trustee upon request for all reasonable out-of-pocket expenses incurred by it in
administering and executing this Sixth Supplemental Indenture. Such expenses
shall include the reasonable compensation and out-of-pocket expenses of the
Trustee's agents and counsel.



                                       3
<PAGE>





         IN WITNESS WHEREOF, the parties hereto have caused this Sixth
Supplemental Indenture to be duly executed, all as of the date first written
above.

                                    SCHULER HOMES, INC.


                                    By:  /s/ Thomas Connelly
                                         ---------------------------------------
                                          Thomas Connelly
                                          Senior Vice President and Chief
                                          Financial Officer




                                    SCHULER HOMES OF CALIFORNIA, INC.
                                    SCHULER HOMES OF OREGON, INC.
                                    SCHULER HOMES OF WASHINGTON, INC.
                                    MELODY HOMES, INC.
                                    MELODY MORTGAGE CO.
                                    SCHULER REALTY/MAUI, INC.
                                    SCHULER REALTY/OAHU, INC.
                                    LOKELANI CONSTRUCTION CORPORATION
                                    SHLR OF WASHINGTON, INC.
                                    SHLR OF COLORADO, INC.
                                    SSHI LLC
                                    SHLR OF NEVADA, INC.
                                    SRHI LLC
                                    SCHULER HOMES OF ARIZONA LLC
                                    SHLR OF CALIFORNIA, INC.
                                    SCHULER MORTGAGE, INC.
                                    SHA CONSTRUCTION LLC,
                                    as Guarantors


                                    By:  /s/ Thomas Connelly
                                         ---------------------------------------
                                          Thomas Connelly
                                          Senior Vice President, Chief Financial
                                          Officer and Secretary


                                       4
<PAGE>



                                    EACH OF THE GUARANTORS
                                       LISTED ON EXHIBIT A HERETO



                                    By:     /s/ Thomas Connelly
                                        ----------------------------------------
                                          Thomas Connelly
                                          Authorized Person



                                    BNY WESTERN TRUST COMPANY,
                                    as successor in interest to
                                    U.S. TRUST COMPANY,
                                    NATIONAL ASSOCIATION,
                                    as Trustee



                                    By:   /s/ Sandra H. Leess
                                        ----------------------------------------




                                       5
<PAGE>




                                    EXHIBIT A

                              ADDITIONAL GUARANTORS
LAMCO Housing, Inc.
AP LHI, Inc.
APLAM, LLC
AP Western GP Corporation
AP WP Partners L.P.
AP WP Operating Corporation
HPH Homebuilders 2000 LP
Porter GP LLC
Porter LP LLC
Western Pacific Housing, Inc.
Western Pacific Housing Development Limited Partnership
Western Pacific Housing Development II Limited Partnership
WPH-Porter, LLC
Tracy, LLC (formerly WPH-Edgewood 56, LLC)
Western Pacific Housing-Agoura I, LLC
Western Pacific Housing-American Canyon, LLC
Western Pacific Housing-Antigua, LLC
Western Pacific Housing-Bay Vista, LLC
Western Pacific Housing-Broadway, LLC
Western Pacific Housing-Cabrera, LLC
Western Pacific Housing-Calvine, LLC
Western Pacific Housing-Carrillo, LLC
Western Pacific Housing-Cloverdale I, LLC
Western Pacific Housing-Cloverdale II, LLC
Western Pacific Housing-Communications Hill, LLC
Western Pacific Housing-Cordelia Commons I, LLC
Western Pacific Housing-Coto I, LLC
Western Pacific Housing-Creekside, LLC
Western Pacific Housing-Cypress Woods, LLC
Western Pacific Housing-Deer Creek, LLC
Western Pacific Housing-East Park, LLC
Western Pacific Housing-Edgewood 45, LLC
Western Pacific Housing-Escondido, LLC
Western Pacific Housing-Fieldstone, LLC
Western Pacific Housing-Hercules MRB, LLC
Western Pacific Housing-Hercules Village, LLC
Western Pacific Housing-Land Park North, LLC
Western Pacific Housing-Laurel Woods II, LLC
Western Pacific Housing-Lomas Verdes, LLC
Western Pacific Housing-Martinez, LLC
Western Pacific Housing-Menifee, LLC
Western Pacific Housing-Montellano, LLC
Western Pacific Housing-Murrieta, LLC
Western Pacific Housing-Natomas Village 13, LLC
Western Pacific Housing-Norco Estates, LLC
Western Pacific Housing-Paradise Creek, LLC
Western Pacific Housing-Providence I, LLC
Western Pacific Housing-Robinhood Ridge, LLC
Western Pacific Housing-Rowland Heights, LLC
<PAGE>
Western Pacific Housing-Saddlebrook, LLC
Western Pacific Housing-San Elijo, LLC
Western Pacific Housing-Simi I, LLC
Western Pacific Housing-Sonoma, LLC
Western Pacific Housing-Spanish Hills, LLC
Western Pacific Housing-Stone Lake, LLC
Western Pacific Housing-Sun Valley, LLC
Western Pacific Housing-Terra Bay Woods, LLC
Western Pacific Housing-Torrey Glenn, LLC
Western Pacific Housing-Towngate, LLC
Western Pacific Housing-Valpico, LLC
Western Pacific Housing-Vineyard Terrace, LLC
Western Pacific Housing-Westminster, LLC
Western Pacific Housing-Windsor Pointe, LLC
Western Pacific Housing-Black Mountain, LLC
Western Pacific Housing-Cameron Meadows, LLC
Western Pacific Housing-Carlsberg Ranch, LLC
Western Pacific Housing-Carpenteria, LLC
Western Pacific Housing-Dos Vientos 78, LLC
Western Pacific Housing-Fillmore, LLC
Western Pacific Housing-Lyons Canyon Partners, LLC
Western Pacific Housing-San Elijo Area R, LLC
Western Pacific Housing-Scott Ranch, LLC
Western Pacific Housing-Sorrento, LLC
Western Pacific Housing-Torrey Village Center
Western Pacific Housing-Torrey, LLC
Western Pacific Housing-Torrey Santa Fe, LLC
WPH-Camino Ruiz, LLC
WPH-HPH LLC
WPH-SAL2, L.P. (formerly WPH-Sunset Hills III, L.P.)
Western Pacific Funding, Inc.
Western Pacific Housing - McGonigle Canyon, LLC
Western Pacific Housing-Torrey Commercial, LLC
Western Pacific Housing-Torrey Multi-Family, LLC
WPH-SAL1, L.P.
WPH Management Co.
Allegra, LLC
Coto Venture, Ltd. (see WPH-Coto Venture, L.P.)
HPH Homebuilders LP 1995
HPH Homebuilders LP 1996
Livermore Homebuilders LP
Oakley-Avalon LP
Western Pacific Housing-Altamar, LLC
Western Pacific Housing-Altura, L.P.
Western Pacific Housing-Arbor Hills, LLC
Western Pacific Housing-Aviara, L.P.
Western Pacific Housing-Bella Nevona, LLC
Western Pacific Housing Co.
Western Pacific Housing-Canyon Park, LLC
Western Pacific Housing-Carlsbad I, LLC
Western Pacific Housing-Carmel, LLC
Western Pacific Housing-Carter Station, LLC




<PAGE>


Western Pacific Housing-Corona, L.P.
Western Pacific Housing-Coto Venture, L.P.
Western Pacific Housing-Culver City, L.P.
Western Pacific Housing-Curran Grove, LLC
Western Pacific Housing-Del Sol
Western Pacific Housing-El Camino, LLC
Western Pacific Housing-Financing Partners
Western Pacific Housing-Glen View, LLC
Western Pacific Housing-Hamptons, L.P.
Western Pacific Housing-Lost Hills Park, LLC
Western Pacific Housing-Mayfair, LLC
Western Pacific Housing-Mountaingate, L.P.
Western Pacific Housing-Oso, L.P.
Western Pacific Housing-Pacific Park, L.P.
Western Pacific Housing-Pacific Park II, LLC
Western Pacific Housing-Penasquitos, LLC
Western Pacific Housing-Poinsettia, L.P.
Western Pacific Housing-Rancho Del Tio, LLC
Western Pacific Housing-Riverside I, LLC
Western Pacific Housing-San Simeon, L.P.
Western Pacific Housing-San Simeon II, L.P.
Western Pacific Housing-Santa Fe, LLC
Western Pacific Housing-Saugus, L.P.
Western Pacific Housing-Scripps, L.P.
Western Pacific Housing-Scripps II, LLC
Western Pacific Housing-Seacove, L.P.
Western Pacific Housing-Shadow Creek, LLC
Western Pacific Housing-Skyridge, L.P.
Western Pacific Housing-Stanton I, LLC
Western Pacific Housing-Sunset Hills I, L.P.
Western Pacific Housing-Sunset Hills II, L.P.
Western Pacific Housing-Sutton Place, LLC
Western Pacific Housing-Tiburon II, L.P.
Western Pacific Housing-Torrey Hills, LLC
Western Pacific Housing-Westlake, L.P.
Western Pacific Housing-Westlake II, L.P.
Western Pacific Housing-Windflower, L.P.
Western Pacific Housing-Winterhaven, LLC
Western Pacific Housing-Woods, L.P.
Western Pacific Housing-Boardwalk, LLC
Western Pacific Housing-Brea Olinda, LLC
Western Pacific Housing-Gonsalves, LLC
Western Pacific Housing-Lemon Grove, LLC
Western Pacific Housing-Studio 528, LLC
Western Pacific Housing-Terra Bay Duets, LLC
Western Pacific Housing-Torrey Meadows, LLC
Western Pacific Housing-Glacier, LLC
Western Pacific Housing-Camarillo, LLC
Western Pacific Housing-Playa Vista, LLC
Western Pacific Housing-Torrance, LLC




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.8
<SEQUENCE>4
<FILENAME>d96909ex4-8.txt
<DESCRIPTION>7TH SUPPLEMENTAL INDENTURE RE: 9% SENIOR NOTES
<TEXT>
<PAGE>
                                                                     EXHIBIT 4.8

================================================================================


                               D.R. HORTON, INC.,

                          THE GUARANTORS PARTY HERETO,

                                       AND

                           BNY WESTERN TRUST COMPANY,
                                       as
                                     Trustee


                                   ----------

                         SEVENTH SUPPLEMENTAL INDENTURE

                          Dated as of February 21, 2002

                                   ----------

                           Supplementing the Indenture
                                Dated May 6, 1998
                               with respect to the
                            9% Senior Notes Due 2008

================================================================================



<PAGE>



         THIS SEVENTH SUPPLEMENTAL INDENTURE, dated as of February 21, 2002, by
and among D.R. HORTON, INC., a Delaware corporation (the "Company"), the
subsidiaries of the Company signatory hereto and BNY WESTERN TRUST COMPANY, as
successor in interest to U.S. Trust Company of California, N.A., as trustee (the
"Trustee").

                                    RECITALS

         WHEREAS, Schuler Homes, Inc., a Delaware corporation ("Schuler"), and
the Guarantors signatory thereto executed and delivered the Indenture, dated as
of May 6, 1998, as supplemented by the First Supplemental Indenture, dated as of
February 26, 1999, the Second Supplemental Indenture, dated as of July 15, 1999,
the Third Supplemental Indenture, dated as of July 27, 2000, the Fourth
Supplemental Indenture, dated as of October 20, 2000, the Fifth Supplemental
Indenture, dated as of June 21, 2001, and the Sixth Supplemental Indenture,
dated as of October 4, 2001 (as supplemented, the "Indenture"), to the Trustee,
pursuant to which Schuler issued $100,000,000 principal amount of 9% Senior
Notes due 2008 (the "Securities");

         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 (the "Merger Agreement"), by and
between the Company and Schuler, Schuler was duly merged with and into the
Company, with the Company continuing as the surviving corporation (the
"Merger");

         WHEREAS, as a result of the Merger, the Company succeeded to all
Obligations, duties and liabilities of Schuler under the Indenture and the
Securities 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 Schuler pursuant to Section 5.01
of the Indenture and that all references to Schuler shall now, where
appropriate, be references to "D.R. Horton, Inc.";

         WHEREAS, Schuler has a new Subsidiary, Western Pacific Housing, Inc.
(formerly known as Schuler Homes Holdco, Inc.), a Delaware corporation ("WPHI"),
which has been designated as a Restricted Subsidiary;

         WHEREAS, prior to the effective time of the Merger, pursuant to an
Agreement and Plan of Merger, dated as of February 15, 2002, by and among WPHI,
each of the limited partnerships identified therein, each of the limited
liability companies identified therein, and WPH Management Co., Inc., a
California corporation (collectively, the "Merged Guarantors"), the Merged
Guarantors merged with and into WPHI, with WPHI as the surviving corporation;

         WHEREAS, each of the Merged Guarantors was a Guarantor under the
Indenture;

         WHEREAS, the Company desires to amend the Indenture to provide for the
assumption by WPHI of all Obligations of the Merged Guarantors pursuant to
Section 5.01 of the Indenture;



                                       1
<PAGE>



         WHEREAS, pursuant to Section 4.18 of the Indenture, the Company is
required to cause any Subsidiary with a Consolidated Tangible Net Worth greater
than $5,000,000 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 Seventh Supplemental Indenture has been
duly authorized by the Boards of Directors of the Company and the Additional
Guarantors (as defined herein) and all things necessary to make this Seventh
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
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.

                                    SUCCESSOR

         1.1. The Company hereby assumes all the Obligations of Schuler under
the Indenture and the Securities.

         1.2. The Indenture is hereby amended so that all references to Schuler
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.

         1.3. Each series of Securities and each Guarantee under the Indenture
shall be deemed "Designated Senior Indebtedness" and "Designated Guarantor
Senior Indebtedness," respectively, for purposes of the Indenture, dated as of
September 11, 2000, by and among the Company, the guarantors named therein and
American Stock Transfer & Trust Company, as trustee.

                                   ARTICLE II.

                                FORM OF SECURITY

         2.1. In accordance with Article I of this Seventh Supplemental
Indenture, Exhibit A to the Indenture is hereby amended so that all references
to Schuler 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.



                                       2
<PAGE>



                                  ARTICLE III.

                              ADDITIONAL GUARANTORS

         3.1. In accordance with Sections 4.18 and 10.03 of the Indenture, the
following Restricted Subsidiaries of the Company (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 the Indenture:

<Table>
<Caption>
Name                                                             Jurisdiction of Organization
----                                                             ----------------------------
<S>                                                              <C>
C. Richard Dobson Builders, Inc.                                         Virginia
CH Investments of Texas, Inc.                                            Delaware
CHI Construction Company                                                 Arizona
CHTEX of Texas, Inc.                                                     Delaware
Continental Homes, Inc.                                                  Delaware
Continental Homes of Florida, Inc.                                       Florida
Continental Homes of Texas, L.P.                                         Texas
Continental Residential, Inc.                                            California
D.R. Horton, Inc. - Birmingham                                           Alabama
D.R. Horton, Inc. - Chicago                                              Delaware
D.R. Horton, Inc. - Denver                                               Delaware
D.R. Horton, Inc. - Dietz-Crane                                          Delaware
D.R. Horton, Inc. - Greensboro                                           Delaware
D.R. Horton, Inc. - Jacksonville                                         Delaware
D.R. Horton, Inc. - Louisville                                           Delaware
D.R. Horton Los Angeles Holding Company, Inc.                            California
D.R. Horton Management Company, Ltd.                                     Texas
D.R. Horton, Inc. - Minnesota                                            Delaware
D.R. Horton, Inc. - New Jersey                                           Delaware
D.R. Horton, Inc. - Portland                                             Delaware
D.R. Horton, Inc. - Sacramento                                           California
D.R. Horton San Diego Holding Company, Inc.                              California
D.R. Horton - Emerald, Ltd.                                              Texas
D.R. Horton - Texas, Ltd.                                                Texas
D.R. Horton, Inc. - Torrey                                               Delaware
DRH Cambridge Homes, Inc.                                                California
DRH Cambridge Homes, LLC                                                 Delaware
DRH Construction, Inc.                                                   Delaware
DRH Regrem II, Inc.                                                      Delaware
DRH Regrem III, Inc.                                                     Delaware
DRH Regrem IV, Inc.                                                      Delaware
</Table>



                                       3
<PAGE>


<Table>
<Caption>
Name                                                             Jurisdiction of Organization
----                                                             ----------------------------
<S>                                                              <C>
DRH Regrem V, Inc.                                                       Delaware
DRH Regrem VII, LP                                                       Texas
DRH Regrem VIII, LLC                                                     Delaware
DRH Southwest Construction, Inc.                                         California
DRH Title Company of Colorado, Inc.                                      Colorado
DRH Tucson Construction, Inc.                                            Delaware
DRHI, Inc.                                                               Delaware
KDB Homes, Inc.                                                          Delaware
Meadows I, Ltd.                                                          Delaware
Meadows II, Ltd.                                                         Delaware
Meadows VIII, Ltd.                                                       Delaware
Meadows IX, Inc.                                                         New Jersey
Meadows X, Inc.                                                          New Jersey
SHLR of Utah, Inc.                                                       Utah
Western Pacific Housing, Inc.                                            Delaware
D.R. Horton-Schuler Homes, LLC                                           Delaware
Western Pacific Housing-Park Avenue East, LLC                            Delaware
Western Pacific Housing-Park Avenue West, LLC                            Delaware
Western Pacific Housing-Copper Canyon, LLC                               Delaware
Western Pacific Housing-Del Valle, LLC                                   Delaware
Western Pacific Housing-River Ridge, LLC                                 Delaware
SGS Communities at Grande Quay, LLC                                      New Jersey
</Table>


         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.

                                   ARTICLE IV.

                                MERGED GUARANTORS

         4.1 In accordance with Section 10.04 of the Indenture, the Company and
the Trustee acknowledge that the following Merged Guarantors have merged with
and into WPHI, and that all Obligations of the Merged Guarantors under the
Securities, the Indenture, the Registration Rights Agreement and the Guarantees
have been assumed by WPHI:

               Porter LP LLC
               Western Pacific Housing Development Limited Partnership
               Western Pacific Housing Development II Limited Partnership
               WPH-Porter, LLC
               Tracy, LLC (formerly WPH-Edgewood 56, LLC)



                                       4
<PAGE>



               Western Pacific Housing-Agoura I, LLC
               Western Pacific Housing-American Canyon, LLC
               Western Pacific Housing-Bay Vista, LLC
               Western Pacific Housing-Cabrera, LLC
               Western Pacific Housing-Calvine, LLC
               Western Pacific Housing-Cloverdale I, LLC
               Western Pacific Housing-Cloverdale II, LLC
               Western Pacific Housing-Cordelia Commons I, LLC
               Western Pacific Housing-Coto I, LLC
               Western Pacific Housing-Cypress Woods, LLC
               Western Pacific Housing-Deer Creek, LLC
               Western Pacific Housing-East Park, LLC
               Western Pacific Housing-Edgewood 45, LLC
               Western Pacific Housing-Escondido, LLC
               Western Pacific Housing-Fieldstone, LLC
               Western Pacific Housing-Hercules MRB, LLC
               Western Pacific Housing-Hercules Village, LLC
               Western Pacific Housing-Land Park North, LLC
               Western Pacific Housing-Laurel Woods II, LLC
               Western Pacific Housing-Martinez, LLC
               Western Pacific Housing-Menifee, LLC
               Western Pacific Housing-Montellano, LLC
               Western Pacific Housing-Murrieta, LLC
               Western Pacific Housing-Natomas Village 13, LLC
               Western Pacific Housing-Paradise Creek, LLC
               Western Pacific Housing-Providence I, LLC
               Western Pacific Housing-Rowland Heights, LLC
               Western Pacific Housing-Saddlebrook, LLC
               Western Pacific Housing-San Elijo, LLC
               Western Pacific Housing-Simi I, LLC
               Western Pacific Housing-Sonoma, LLC
               Western Pacific Housing-Spanish Hills, LLC
               Western Pacific Housing-Stone Lake, LLC
               Western Pacific Housing-Sun Valley, LLC
               Western Pacific Housing-Terra Bay Woods, LLC
               Western Pacific Housing-Torrey Glenn, LLC
               Western Pacific Housing-Towngate, LLC
               Western Pacific Housing-Valpico, LLC
               Western Pacific Housing-Westminster, LLC
               Western Pacific Housing-Windsor Pointe, LLC
               Western Pacific Housing-Black Mountain, LLC
               Western Pacific Housing-Cameron Meadows, LLC
               Western Pacific Housing-Carlsberg Ranch, LLC
               Western Pacific Housing-Carpenteria, LLC
               Western Pacific Housing-Dos Vientos 78, LLC



                                       5
<PAGE>



               Western Pacific Housing-Fillmore, LLC
               Western Pacific Housing-San Elijo Area R, LLC
               Western Pacific Housing-Scott Ranch, LLC
               Western Pacific Housing-Sorrento, LLC
               Western Pacific Housing-Torrey, LLC
               Western Pacific Housing-Torrey Santa Fe, LLC
               WPH-SAL2, L.P.
               WPH-SAL1, L.P.
               Western Pacific Housing-Altamar, LLC
               Western Pacific Housing-Altura, L.P.
               Western Pacific Housing-Arbor Hills, LLC
               Western Pacific Housing-Bella Nevona, LLC
               Western Pacific Housing-Carlsbad I, LLC
               Western Pacific Housing-Carter Station, LLC
               Western Pacific Housing-Corona, L.P.
               Western Pacific Housing-Curran Grove, LLC
               Western Pacific Housing-Del Sol
               Western Pacific Housing-El Camino, LLC
               Western Pacific Housing-Financing Partners
               Western Pacific Housing-Glen View, LLC
               Western Pacific Housing-Hamptons, L.P.
               Western Pacific Housing-Mayfair, LLC
               Western Pacific Housing-Pacific Park, L.P.
               Western Pacific Housing-Penasquitos, LLC
               Western Pacific Housing-Rancho Del Tio, LLC
               Western Pacific Housing-Riverside I, LLC
               Western Pacific Housing-San Simeon, L.P.
               Western Pacific Housing-San Simeon II, L.P.
               Western Pacific Housing-Shadow Creek, LLC
               Western Pacific Housing-Skyridge, L.P.
               Western Pacific Housing-Stanton I, LLC
               Western Pacific Housing-Sunset Hills I, L.P.
               Western Pacific Housing-Sunset Hills II, L.P.
               Western Pacific Housing-Sutton Place, LLC
               Western Pacific Housing-Tiburon II, L.P.
               Western Pacific Housing-Torrey Hills, LLC
               Western Pacific Housing-Westlake, L.P.
               Western Pacific Housing-Winterhaven, LLC
               Western Pacific Housing-Woods, L.P.
               Western Pacific Housing-Brea Olinda, LLC
               Western Pacific Housing-Lemon Grove, LLC
               Western Pacific Housing-Camarillo, LLC
               Western Pacific Housing-Gonsalves, LLC



                                       6
<PAGE>



                                   ARTICLE V.

                            MISCELLANEOUS PROVISIONS

         5.1. This Seventh Supplemental Indenture constitutes a supplement to
the Indenture, and the Indenture and this Seventh 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.

         5.2 The parties may sign any number of copies of this Seventh
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

         5.3 In the event that any provision in this Seventh 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.

         5.4 The article and section headings herein are for convenience only
and shall not affect the construction hereof.

         5.5 Any capitalized term used in this Seventh 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.

         5.6 All covenants and agreements in this Seventh 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 Seventh Supplemental Indenture shall bind its
successors and assigns.

         5.7 The laws of the State of New York shall govern this Seventh
Supplemental Indenture, the Notes and the Guarantees.

         5.8 Except as amended by this Seventh Supplemental Indenture, the terms
and provisions of the Indenture shall remain in full force and effect.

         5.9 This Seventh 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 Seventh
Supplemental Indenture.

         5.10 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.

         5.11 The Trustee accepts the modifications of the trust effected by
this Seventh 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



                                       7
<PAGE>



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 Seventh Supplemental Indenture and the Trustee makes no representation with
respect thereto.



            [SIGNATURES INTENTIONALLY APPEAR ON NEXT PAGE FOLLOWING]



                                       8
<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Seventh
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


                                  ADDITIONAL 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, Inc. - Torrey
                                  D.R. Horton San Diego Holding Company, Inc.
                                  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.



<PAGE>



                                  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


<PAGE>


                                  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



<PAGE>



                                         Meadows II, Ltd.
                                         CH Investments of Texas, Inc.



                                         By: /s/ WILLIAM PECK
                                            ------------------------------------
                                            William Peck
                                            President


<PAGE>


                                  Western Pacific Housing, Inc.
                                  SHLR of Utah, Inc.
                                  Western Pacific Housing-Park Avenue
                                    East, LLC
                                  Western Pacific Housing-Park Avenue
                                    West, LLC
                                  Western Pacific Housing-Copper Canyon,
                                    LLC
                                  Western Pacific Housing-Del Valle, LLC
                                  Western Pacific Housing-River Ridge, LLC


                                  By: /s/ THOMAS CONNELLY
                                     -------------------------------------------
                                     Thomas Connelly, Chief Financial Officer
                                     and Secretary of each corporate guarantor
                                     and of each managing member or sole manager
                                     of each limited liability company guarantor


                                  D.R. Horton-Schuler Homes, LLC

                                          By: Vertical Construction
                                              Corporation, its manager



                                          By: /s/ THOMAS CONNELLY
                                             -----------------------------------
                                              Thomas Connelly
                                              Chief Financial Officer
                                              and Secretary



<PAGE>



                                EXISTING GUARANTORS:

                                Schuler Homes of California, Inc.
                                Schuler Homes of Oregon, Inc.
                                Schuler Homes of Washington, Inc.
                                Melody Homes, Inc.
                                Melody Mortgage Co.
                                Schuler Realty/Maui, Inc.
                                Schuler Realty/Oahu, Inc.
                                Vertical Construction Corporation
                                 (Formerly Lokelani Construction
                                  Corporation)
                                SHLR of Washington, Inc.
                                SHLR of Colorado, Inc.
                                SSHI LLC
                                SHLR of Nevada, Inc.
                                SRHI LLC
                                Schuler Homes of Arizona LLC
                                SHLR of California, Inc.
                                Schuler Mortgage, Inc.
                                SHA Construction LLC
                                LAMCO Housing, Inc.
                                AP LHI, Inc.
                                APLAM, LLC
                                AP Western GP Corporation
                                AP WP Partners, L.P.
                                AP WP Operating Corporation
                                HPH Homebuilders 2000 LP
                                Porter GP LLC
                                Western Pacific Housing Management, Inc.
                                  (formerly known as Western Pacific
                                   Housing, Inc.)
                                Western Pacific Housing-Antigua, LLC
                                Western Pacific Housing-Broadway, LLC
                                Western Pacific Housing-Carrillo, LLC
                                Western Pacific Housing-Communications
                                   Hill, LLC
                                Western Pacific Housing-Creekside, LLC
                                Western Pacific Housing-Lomas Verdes,
                                   LLC
                                Western Pacific Housing-Norco Estates,
                                   LLC
                                Western Pacific Housing-Robinhood Ridge,
                                   LLC



<PAGE>



                                Western Pacific Housing-Vineyard Terrace,
                                   LLC
                                Western Pacific Housing-Lyons Canyon
                                   Partners, LLC
                                Western Pacific Housing-Torrey Village
                                   Center
                                WPH-Camino Ruiz, LLC
                                WPH-HPH LLC
                                Western Pacific Funding, Inc.
                                Western Pacific Housing - McGonigle
                                   Canyon, LLC
                                Western Pacific Housing-Torrey
                                   Commercial, LLC
                                Western Pacific Housing-Torrey Multi-
                                   Family, LLC
                                Allegra, LLC
                                Coto Venture, Ltd.
                                HPH Homebuilders LP 1995
                                HPH Homebuilders LP 1996
                                Livermore Homebuilders LP
                                Oakley-Avalon LP
                                Western Pacific Housing-Aviara, L.P.
                                Western Pacific Housing Co.
                                Western Pacific Housing-Canyon Park, LLC
                                Western Pacific Housing-Carmel, LLC
                                Western Pacific Housing-Coto Venture, L.P.
                                Western Pacific Housing-Culver City, L.P.
                                Western Pacific Housing-Lost Hills Park,
                                   LLC
                                Western Pacific Housing-Mountaingate,
                                   L.P.
                                Western Pacific Housing-Oso, L.P.
                                Western Pacific Housing-Pacific Park II,
                                   LLC
                                Western Pacific Housing-Poinsettia, L.P.
                                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-Westlake II, L.P.
                                Western Pacific Housing-Windflower, L.P.
                                Western Pacific Housing-Boardwalk, LLC
                                Western Pacific Housing-Studio 528, LLC
                                Western Pacific Housing-Terra Bay Duets,
                                   LLC



<PAGE>



                                Western Pacific Housing-Torrey Meadows,
                                   LLC
                                Western Pacific Housing-Windemere, LLC
                                  (formerly known as Western Pacific
                                   Housing- Glacier, LLC)
                                Western Pacific Housing-Playa Vista, LLC
                                Western Pacific Housing-Torrance, 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


<PAGE>


                                BNY Western Trust Company, as Trustee



                                By: /s/ GARRETT P. SMITH
                                   ---------------------------------------------
                                Name: Garrett P. Smith
                                     -------------------------------------------
                                Title: Vice President
                                      ------------------------------------------



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.10
<SEQUENCE>5
<FILENAME>d96909ex4-10.txt
<DESCRIPTION>1ST SUPPLEMENTAL INDENTURE RE: 9.375% SENIOR NOTES
<TEXT>
<PAGE>
                                                                    EXHIBIT 4.10


================================================================================


                               D.R. HORTON, INC.,

                          THE GUARANTORS PARTY HERETO,

                                       AND

                                 U.S. BANK, N.A.
         (successor by merger to U.S. Bank Trust National Association),
                                       as
                                     Trustee



                                   -----------

                          FIRST SUPPLEMENTAL INDENTURE

                          Dated as of February 21, 2002

                                   -----------



                           Supplementing the Indenture
                            Dated as of June 28, 2001
                               with respect to the
                          9 3/8% Senior Notes Due 2009


================================================================================



<PAGE>



         THIS FIRST SUPPLEMENTAL INDENTURE, dated as of February 21, 2002, by
and among D.R. HORTON, INC., a Delaware corporation (the "Company"), the
EXISTING GUARANTORS (as defined herein), the ADDITIONAL GUARANTORS (as defined
herein) and U.S. BANK, N.A., successor by merger to U.S. Bank Trust National
Association, as trustee (the "Trustee").

                                    RECITALS

         WHEREAS, Schuler Homes, Inc., a Delaware corporation ("Schuler") and
the guarantors signatory thereto (the "Existing Guarantors") executed and
delivered the Indenture dated as of June 28, 2001 (the "Indenture"), to the
Trustee, pursuant to which Schuler issued $250,000,000 principal amount of 9
3/8% Senior Notes due 2009 (the "Securities");

         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 (the "Merger Agreement"), by and
between the Company and Schuler, Schuler was duly merged with and into the
Company, with the Company continuing as the surviving corporation (the
"Merger");

         WHEREAS, as a result of the Merger, the Company succeeded to all
obligations, duties and liabilities of Schuler under the Indenture and the
Securities 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 Schuler pursuant to Section 5.01
of the Indenture and that all references to Schuler shall now, where
appropriate, be references to "D.R. Horton, Inc.";

         WHEREAS, Schuler has a new Subsidiary, Western Pacific Housing, Inc.
(formerly known as Schuler Homes Holdco, Inc.), a Delaware corporation ("WPHI"),
which has been designated as a Restricted Subsidiary;

         WHEREAS, prior to the effective time of the Merger, pursuant to an
Agreement and Plan of Merger, dated as of February 15, 2002, by and among WPHI,
each of the limited partnerships identified therein, each of the limited
liability companies identified therein, and WPH Management Co., Inc., a
California corporation (collectively, the "Merged Guarantors"), the Merged
Guarantors merged with and into WPHI, with WPHI as the surviving corporation;

         WHEREAS, each of the Merged Guarantors was a Guarantor under the
Indenture;

         WHEREAS, the Company desires to amend the Indenture to provide for the
assumption by WPHI of all Obligations of the Merged Guarantors pursuant to
Section 5.01 of the Indenture;

         WHEREAS, pursuant to Section 4.18 of the Indenture, the Company is
required to cause any Restricted Subsidiary (the "Additional Guarantors") to
guarantee, simultaneously with its



                                       1
<PAGE>



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, the Merged Guarantors
and the Additional Guarantors and all things necessary to make this First
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 Merged 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.

                                 CHANGE OF NAME

         1.1. The Company hereby assumes all the Obligations of Schuler under
the Indenture, the Securities and the Registration Rights Agreement.

         1.2. The Indenture is hereby amended so that all references to Schuler
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.

         1.3. Each series of Securities and each Guarantee under the Indenture
shall be deemed "Designated Senior Indebtedness" and "Designated Guarantor
Senior Indebtedness," respectively, for purposes of the Indenture, dated as of
September 11, 2000, by and among the Company, the guarantors named therein and
American Stock Transfer & Trust Company, as trustee.

                                   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 Schuler
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.



                                       2
<PAGE>



                                  ARTICLE III.

                              ADDITIONAL GUARANTORS

         3.1. In accordance with Sections 4.18 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:

<Table>
<Caption>
Name                                                             Jurisdiction of Organization
----                                                             ----------------------------
<S>                                                              <C>
C. Richard Dobson Builders, Inc.                                         Virginia
CH Investments of Texas, Inc.                                            Delaware
CHI Construction Company                                                 Arizona
CHTEX of Texas, Inc.                                                     Delaware
Continental Homes, Inc.                                                  Delaware
Continental Homes of Florida, Inc.                                       Florida
Continental Homes of Texas, L.P.                                         Texas
Continental Residential, Inc.                                            California
D.R. Horton, Inc. - Birmingham                                           Alabama
D.R. Horton, Inc. - Chicago                                              Delaware
D.R. Horton, Inc. - Denver                                               Delaware
D.R. Horton, Inc. - Dietz-Crane                                          Delaware
D.R. Horton, Inc. - Greensboro                                           Delaware
D.R. Horton, Inc. - Jacksonville                                         Delaware
D.R. Horton, Inc. - Louisville                                           Delaware
D.R. Horton Los Angeles Holding Company, Inc.                            California
D.R. Horton Management Company, Ltd.                                     Texas
D.R. Horton, Inc. - Minnesota                                            Delaware
D.R. Horton, Inc. - New Jersey                                           Delaware
D.R. Horton, Inc. - Portland                                             Delaware
D.R. Horton, Inc. - Sacramento                                           California
D.R. Horton San Diego Holding Company, Inc.                              California
D.R. Horton - Emerald, Ltd.                                              Texas
D.R. Horton - Texas, Ltd.                                                Texas
D.R. Horton, Inc. - Torrey                                               Delaware
DRH Cambridge Homes, Inc.                                                California
DRH Cambridge Homes, LLC                                                 Delaware
DRH Construction, Inc.                                                   Delaware
DRH Regrem II, Inc.                                                      Delaware
DRH Regrem III, Inc.                                                     Delaware
DRH Regrem IV, Inc.                                                      Delaware
</Table>



                                       3
<PAGE>


<Table>
<Caption>
Name                                                             Jurisdiction of Organization
----                                                             ----------------------------
<S>                                                              <C>
DRH Regrem V, Inc.                                                       Delaware
DRH Regrem VII, LP                                                       Texas
DRH Regrem VIII, LLC                                                     Delaware
DRH Southwest Construction, Inc.                                         California
DRH Title Company of Colorado, Inc.                                      Colorado
DRH Tucson Construction, Inc.                                            Delaware
DRHI, Inc.                                                               Delaware
KDB Homes, Inc.                                                          Delaware
Meadows I, Ltd.                                                          Delaware
Meadows II, Ltd.                                                         Delaware
Meadows VIII, Ltd.                                                       Delaware
Meadows IX, Inc.                                                         New Jersey
Meadows X, Inc.                                                          New Jersey
Western Pacific Housing, Inc.                                            Delaware
D.R. Horton-Schuler Homes, LLC                                           Delaware
Western Pacific Housing-Park Avenue East, LLC                            Delaware
Western Pacific Housing-Park Avenue West, LLC                            Delaware
Western Pacific Housing-Copper Canyon, LLC                               Delaware
Western Pacific Housing-Del Valle, LLC                                   Delaware
Western Pacific Housing-River Ridge, LLC                                 Delaware
Western Pacific Housing-Boardwalk, LLC                                   Delaware
Western Pacific Housing-Studio 528, LLC                                  Delaware
Western Pacific Housing-Terra Bay Duets, LLC                             Delaware
Western Pacific Housing-Torrey Meadows, LLC                              Delaware
Western Pacific Housing-Windemere, LLC                                   Delaware
Western Pacific Housing-Playa Vista, LLC                                 Delaware
Western Pacific Housing-Torrance, LLC                                    Delaware
SGS Communities at Grande Quay, LLC                                      New Jersey
</Table>

         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.

                                   ARTICLE IV.

                                MERGED GUARANTORS

         4.1 In accordance with Section 10.04 of the Indenture, the Company and
the Trustee acknowledge that the following Merged Guarantors have merged with
and into WPHI, and that all Obligations of the Merged Guarantors under the
Securities, the Indenture, the Registration Rights Agreement and the Guarantees
have been assumed by WPHI:



                                       4
<PAGE>



                            Porter LP LLC
                            Tracy, LLC (formerly WPH-Edgewood 56, LLC)
                            Western Pacific Housing-Agoura I, LLC
                            Western Pacific Housing-American Canyon, LLC
                            Western Pacific Housing-Bay Vista, LLC
                            Western Pacific Housing-Cabrera, LLC
                            Western Pacific Housing-Calvine, LLC
                            Western Pacific Housing-Cloverdale I, LLC
                            Western Pacific Housing-Cloverdale II, LLC
                            Western Pacific Housing-Cordelia Commons I, LLC
                            Western Pacific Housing-Coto I, LLC
                            Western Pacific Housing-Cypress Woods, LLC
                            Western Pacific Housing-Deer Creek, LLC
                            Western Pacific Housing-East Park, LLC
                            Western Pacific Housing-Edgewood 45, LLC
                            Western Pacific Housing-Escondido, LLC
                            Western Pacific Housing-Fieldstone, LLC
                            Western Pacific Housing-Hercules MRB, LLC
                            Western Pacific Housing-Hercules Village, LLC
                            Western Pacific Housing-Land Park North, LLC
                            Western Pacific Housing-Laurel Woods II, LLC
                            Western Pacific Housing-Martinez, LLC
                            Western Pacific Housing-Menifee, LLC
                            Western Pacific Housing-Montellano, LLC
                            Western Pacific Housing-Murrieta, LLC
                            Western Pacific Housing-Natomas Village 13, LLC
                            Western Pacific Housing-Paradise Creek, LLC
                            Western Pacific Housing-Providence I, LLC
                            Western Pacific Housing-Rowland Heights, LLC
                            Western Pacific Housing-Saddlebrook, LLC
                            Western Pacific Housing-San Elijo, LLC
                            Western Pacific Housing-Simi I, LLC
                            Western Pacific Housing-Sonoma, LLC
                            Western Pacific Housing-Spanish Hills, LLC
                            Western Pacific Housing-Stone Lake, LLC
                            Western Pacific Housing-Sun Valley, LLC
                            Western Pacific Housing-Terra Bay Woods, LLC
                            Western Pacific Housing-Torrey Glenn, LLC
                            Western Pacific Housing-Towngate, LLC
                            Western Pacific Housing-Valpico, LLC
                            Western Pacific Housing-Westminster, LLC
                            Western Pacific Housing-Windsor Pointe, LLC
                            Western Pacific Housing-Black Mountain, LLC
                            Western Pacific Housing-Cameron Meadows, LLC
                            Western Pacific Housing-Carlsberg Ranch, LLC



                                       5
<PAGE>



                            Western Pacific Housing-Carpenteria, LLC
                            Western Pacific Housing-Dos Vientos 78, LLC
                            Western Pacific Housing-Fillmore, LLC
                            Western Pacific Housing-San Elijo Area R, LLC
                            Western Pacific Housing-Scott Ranch, LLC
                            Western Pacific Housing-Sorrento, LLC
                            Western Pacific Housing-Torrey, LLC
                            Western Pacific Housing-Torrey Santa Fe, LLC
                            WPH-SAL2, L.P. (formerly WPH-Sunset Hills III, L.P.)
                            WPH-SAL1, L.P.
                            WPH Management Co.
                            Western Pacific Housing-Altamar, LLC
                            Western Pacific Housing-Altura, L.P.
                            Western Pacific Housing-Arbor Hills, LLC
                            Western Pacific Housing-Bella Nevona, LLC
                            Western Pacific Housing-Carlsbad I, LLC
                            Western Pacific Housing-Carter Station, LLC
                            Western Pacific Housing-Corona, L.P.
                            Western Pacific Housing-Curran Grove, LLC
                            Western Pacific Housing-Del Sol
                            Western Pacific Housing-El Camino, LLC
                            Western Pacific Housing-Financing Partners
                            Western Pacific Housing-Glen View, LLC
                            Western Pacific Housing-Hamptons, L.P.
                            Western Pacific Housing-Mayfair, LLC
                            Western Pacific Housing-Pacific Park, L.P.
                            Western Pacific Housing-Penasquitos, LLC
                            Western Pacific Housing-Rancho Del Tio, LLC
                            Western Pacific Housing-Riverside I, LLC
                            Western Pacific Housing-San Simeon, L.P.
                            Western Pacific Housing-San Simeon II, L.P.
                            Western Pacific Housing-Shadow Creek, LLC
                            Western Pacific Housing-Skyridge, L.P.
                            Western Pacific Housing-Stanton I, LLC
                            Western Pacific Housing-Sunset Hills I, L.P.
                            Western Pacific Housing-Sunset Hills II, L.P.
                            Western Pacific Housing-Sutton Place, LLC
                            Western Pacific Housing-Tiburon II, L.P.
                            Western Pacific Housing-Torrey Hills, LLC
                            Western Pacific Housing-Westlake, L.P.
                            Western Pacific Housing-Winterhaven, LLC
                            Western Pacific Housing-Woods, L.P.



                                       6
<PAGE>



                                   ARTICLE V.

                            MISCELLANEOUS PROVISIONS

         5.1. 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.

         5.2 The parties may sign any number of copies of this First
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

         5.3 In the event that any provision in this First 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.

         5.4 The article and section headings herein are for convenience only
and shall not affect the construction hereof.

         5.5 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.

         5.6 All covenants and agreements in this First 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 First Supplemental Indenture shall bind its
successors and assigns.

         5.7 The laws of the State of New York shall govern this First
Supplemental Indenture, the Notes and the Guarantees.

         5.8 Except as amended by this First Supplemental Indenture, the terms
and provisions of the Indenture shall remain in full force and effect.

         5.9 This First 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 First
Supplemental Indenture.

         5.10 NO RECOURSE AGAINST OTHERS. A director, officer, controlling
person, employee or stockholder, as such, of the Company or any Guarantor or any
successor person thereof shall not have any liability for any Obligations,
covenants or agreements of the Company or any Guarantor under the Securities or
the Indenture or for any claim based on, in respect of or by reason of such
obligations, covenants or agreements or their creation. Each Holder by accepting
a Security waives and releases all such liability. The waiver and releases are
part of the consideration for the issue of the Securities.



                                       7
<PAGE>



         5.11 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.


            [SIGNATURES INTENTIONALLY APPEAR ON NEXT PAGE FOLLOWING]



                                       8
<PAGE>



         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: /s/ SAMUEL R. FULLER
                                     -------------------------------------------
                                     Samuel R. Fuller
                                     Executive Vice President,
                                     Chief Financial Officer, and Treasurer


                                  ADDITIONAL 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, Inc. - Torrey
                                  D.R. Horton San Diego Holding Company, Inc.
                                  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.



<PAGE>



                                  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/ SAMUELL R. FULLER
                                           -------------------------------------
                                           Samuel R. Fuller
                                           Treasurer

                                           and

                                        By:  Meadows X, Inc., a member


                                        By: /s/ SAMUEL R. FULLER
                                           -------------------------------------
                                           Samuel R. Fuller
                                           Treasurer



<PAGE>



                                  Continental Homes of Texas, L.P.

                                        By: CHTEX of Texas, Inc., the
                                            general partner


                                        By: /s/ SAMUEL R. FULLER
                                           -------------------------------------
                                           Samuel R. Fuller
                                           Treasurer



<PAGE>



                                        Meadows II, Ltd.
                                        CH Investments of Texas, Inc.



                                        By: /s/ WILLIAM PECK
                                           -------------------------------------
                                           William Peck
                                           President








<PAGE>


                                     Western Pacific Housing, Inc.
                                     Western Pacific Housing-Park Avenue
                                       East, LLC
                                     Western Pacific Housing-Park Avenue
                                       West, LLC
                                     Western Pacific Housing-Copper Canyon,
                                       LLC
                                     Western Pacific Housing-Del Valle, LLC
                                     Western Pacific Housing-River Ridge, LLC
                                     Western Pacific Housing-Boardwalk, LLC
                                     Western Pacific Housing-Studio 528, LLC
                                     Western Pacific Housing-Terra Bay Duets,
                                       LLC
                                     Western Pacific Housing-Torrey Meadows,
                                       LLC
                                     Western Pacific Housing-Windemere, LLC
                                     Western Pacific Housing-Playa Vista, LLC
                                     Western Pacific Housing-Torrance, LLC


                                     By: /s/ THOMAS CONNELLY
                                        ----------------------------------------
                                        Thomas Connelly, Chief Financial Officer
                                        and Secretary of each corporate
                                        guarantor and of each managing member or
                                        sole manager of each limited liability
                                        company guarantor


                                     D.R. Horton-Schuler Homes, LLC

                                              By: Vertical Construction
                                                  Corporation, its manager



                                              By: /s/ THOMAS CONNELLY
                                                 -------------------------------
                                                 Thomas Connelly
                                                 Chief Financial Officer
                                                 and Secretary



<PAGE>



                                  EXISTING GUARANTORS:
                                  -------------------


                                  Melody Homes, Inc.
                                  Melody Mortgage Co.
                                  Schuler Homes of California, Inc.
                                  Schuler Homes of Washington, Inc.
                                  Schuler Homes of Oregon, Inc.
                                  SHLR of Washington, Inc.
                                  SHLR of Colorado, Inc.
                                  SHLR of Nevada, Inc.
                                  Schuler Realty/Maui, Inc.
                                  Schuler Realty/Oahu, Inc.
                                  Vertical Construction Corporation
                                  SHLR of Utah, Inc.
                                  Schuler Mortgage, Inc.
                                  SHLR of California, Inc.
                                  SSHI LLC (Stafford)
                                  SRHI LLC (Rielly)
                                  Schuler Homes of Arizona LLC
                                  SHA Construction LLC
                                  LAMCO Housing, Inc.
                                  AP LHI, Inc.
                                  APLAM, LLC
                                  AP Western GP Corporation
                                  AP WP Partners, L.P.
                                  AP WP Operating Corporation
                                  HPH Homebuilders 2000 LP
                                  Porter GP LLC
                                  Western Pacific Housing Management, Inc.
                                     (formerly known as Western Pacific
                                      Housing, Inc.)
                                  Western Pacific Housing-Antigua, LLC
                                  Western Pacific Housing-Broadway, LLC
                                  Western Pacific Housing-Carrillo, LLC
                                  Western Pacific Housing-Communications Hill,
                                     LLC
                                  Western Pacific Housing-Creekside, LLC
                                  Western Pacific Housing-Lomas Verdes, LLC
                                  Western Pacific Housing-Norco Estates, LLC
                                  Western Pacific Housing-Robinhood Ridge, LLC
                                  Western Pacific Housing-Vineyard Terrace, LLC
                                  Western Pacific Housing-Lyons Canyon Partners,
                                     LLC
                                  Western Pacific Housing-Torrey Village Center
                                  WPH-Camino Ruiz, LLC
                                  WPH-HPH LLC


<PAGE>


                                 Western Pacific Funding, Inc.
                                 Western Pacific Housing-McGonigle Canyon, LLC
                                 Western Pacific Housing-Torrey Commercial, LLC
                                 Western Pacific Housing-Torrey Multi-Family,
                                    LLC
                                 Allegra, LLC
                                 Coto Venture, Ltd. (see WPH-Coto Venture, L.P.)
                                 HPH Homebuilders LP 1995
                                 HPH Homebuilders LP 1996
                                 Livermore Homebuilders LP
                                 Oakley-Avalon LP
                                 Western Pacific Housing-Aviara, L.P.
                                 Western Pacific Housing Co.
                                 Western Pacific Housing-Canyon Park, LLC
                                 Western Pacific Housing-Carmel, LLC
                                 Western Pacific Housing-Coto Venture, L.P.
                                 Western Pacific Housing-Culver City, L.P.
                                 Western Pacific Housing-Lost Hills Park, LLC
                                 Western Pacific Housing-Mountaingate, L.P.
                                 Western Pacific Housing-Oso, L.P.
                                 Western Pacific Housing-Pacific Park II, LLC
                                 Western Pacific Housing-Poinsettia, L.P.
                                 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-Westlake II, L.P.
                                 Western Pacific Housing-Windflower, L.P.


                                 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


<PAGE>


                                 U.S. Bank, N.A.



                                 By: /s/ GONZALO UREY
                                    -------------------------------------------
                                 Name: Gonzalo Urey
                                      -----------------------------------------
                                 Title: Assistant Vice President
                                        ----------------------------------------




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.12
<SEQUENCE>6
<FILENAME>d96909ex4-12.txt
<DESCRIPTION>1ST SUPPLEMENTAL INDENTURE RE: 10.5% SENIOR NOTES
<TEXT>
<PAGE>
                                                                    EXHIBIT 4.12


================================================================================


                               D.R. HORTON, INC.,

                          THE GUARANTORS PARTY HERETO,

                                       AND

                                 U.S. BANK, N.A.
         (successor by merger to U.S. Bank Trust National Association),
                                       as
                                     Trustee



                                   -----------

                          FIRST SUPPLEMENTAL INDENTURE

                          Dated as of February 21, 2002

                                   -----------



                           Supplementing the Indenture
                            Dated as of June 28, 2001
                               with respect to the
                   10 1/2% Senior Subordinated Notes Due 2011


================================================================================




<PAGE>




         THIS FIRST SUPPLEMENTAL INDENTURE, dated as of February 21, 2002, by
and among D.R. HORTON, INC., a Delaware corporation (the "Company"), the
EXISTING GUARANTORS (as defined herein), the ADDITIONAL GUARANTORS (as defined
herein) and U.S. BANK, N.A., as successor by merger to U.S. Bank Trust National
Association, as trustee (the "Trustee").

                                    RECITALS

         WHEREAS, Schuler Homes, Inc., a Delaware corporation ("Schuler") and
the guarantors signatory thereto (the "Existing Guarantors") executed and
delivered the Indenture dated as of June 28, 2001 (the "Indenture"), to the
Trustee, pursuant to which Schuler issued $150,000,000 principal amount of 10
1/2% Senior Subordinated Notes due 2009 (the "Securities");

         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 (the "Merger Agreement"), by and
between the Company and Schuler, Schuler was duly merged with and into the
Company, with the Company continuing as the surviving corporation (the
"Merger");

         WHEREAS, as a result of the Merger, the Company succeeded to all
obligations, duties and liabilities of Schuler under the Indenture and the
Securities 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 Schuler pursuant to Section 5.01
of the Indenture and that all references to Schuler shall now, where
appropriate, be references to "D.R. Horton, Inc.";

         WHEREAS, Schuler has a new Subsidiary, Western Pacific Housing, Inc.
(formerly known as Schuler Homes Holdco, Inc.), a Delaware corporation ("WPHI"),
which has been designated as a Restricted Subsidiary;

         WHEREAS, prior to the effective time of the Merger, pursuant to an
Agreement and Plan of Merger, dated as of February 15, 2002, by and among WPHI,
each of the limited partnerships identified therein, each of the limited
liability companies identified therein, and WPH Management Co., Inc., a
California corporation (collectively, the "Merged Guarantors"), the Merged
Guarantors merged with and into WPHI, with WPHI as the surviving corporation;

         WHEREAS, each of the Merged Guarantors was a Guarantor under the
Indenture;

         WHEREAS, the Company desires to amend the Indenture to provide for the
assumption by WPHI of all Obligations of the Merged Guarantors pursuant to
Section 5.01 of the Indenture;

         WHEREAS, pursuant to Section 4.18 of the Indenture, the Company is
required to cause any Restricted Subsidiary (the "Additional Guarantors") to
guarantee, simultaneously with its



                                       1
<PAGE>



designation as a Restricted Subsidiary, the payment of the Securities pursuant
to the terms of Article 11 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, the Merged Guarantors
and the Additional Guarantors and all things necessary to make this First
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
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 Schuler under
the Indenture, the Securities and the Registration Rights Agreement.

         1.2. The Indenture is hereby amended so that all references to Schuler
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 12.02 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.

         1.3. Each series of Securities under the Indenture shall rank pari
passu, on at least an equal and ratable basis, with the securities issued under
the Indenture, dated as of September 11, 2000, relating to the 9 3/8% Senior
Subordinated Notes due 2011, by and among the Company, the guarantors named
therein and American Stock Transfer & Trust Company, as trustee.

                                   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 Schuler
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.



                                       2
<PAGE>



                                  ARTICLE III.

                              ADDITIONAL GUARANTORS

         3.1. In accordance with Sections 4.18 and 11.13 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 11 of the Indenture:

<Table>
<Caption>
Name                                                             Jurisdiction of Organization
----                                                             ----------------------------
<S>                                                              <C>
C. Richard Dobson Builders, Inc.                                         Virginia
CH Investments of Texas, Inc.                                            Delaware
CHI Construction Company                                                 Arizona
CHTEX of Texas, Inc.                                                     Delaware
Continental Homes, Inc.                                                  Delaware
Continental Homes of Florida, Inc.                                       Florida
Continental Homes of Texas, L.P.                                         Texas
Continental Residential, Inc.                                            California
D.R. Horton, Inc. - Birmingham                                           Alabama
D.R. Horton, Inc. - Chicago                                              Delaware
D.R. Horton, Inc. - Denver                                               Delaware
D.R. Horton, Inc. - Dietz-Crane                                          Delaware
D.R. Horton, Inc. - Greensboro                                           Delaware
D.R. Horton, Inc. - Jacksonville                                         Delaware
D.R. Horton, Inc. - Louisville                                           Delaware
D.R. Horton Los Angeles Holding Company, Inc.                            California
D.R. Horton Management Company, Ltd.                                     Texas
D.R. Horton, Inc. - Minnesota                                            Delaware
D.R. Horton, Inc. - New Jersey                                           Delaware
D.R. Horton, Inc. - Portland                                             Delaware
D.R. Horton, Inc. - Sacramento                                           California
D.R. Horton San Diego Holding Company, Inc.                              California
D.R. Horton - Emerald, Ltd.                                              Texas
D.R. Horton - Texas, Ltd.                                                Texas
D.R. Horton, Inc. - Torrey                                               Delaware
DRH Cambridge Homes, Inc.                                                California
DRH Cambridge Homes, LLC                                                 Delaware
DRH Construction, Inc.                                                   Delaware
DRH Regrem II, Inc.                                                      Delaware
DRH Regrem III, Inc.                                                     Delaware
DRH Regrem IV, Inc.                                                      Delaware
</Table>



                                       3
<PAGE>



<Table>
<Caption>
Name                                                             Jurisdiction of Organization
----                                                             ----------------------------
<S>                                                              <C>
DRH Regrem V, Inc.                                                       Delaware
DRH Regrem VII, LP                                                       Texas
DRH Regrem VIII, LLC                                                     Delaware
DRH Southwest Construction, Inc.                                         California
DRH Title Company of Colorado, Inc.                                      Colorado
DRH Tucson Construction, Inc.                                            Delaware
DRHI, Inc.                                                               Delaware
KDB Homes, Inc.                                                          Delaware
Meadows I, Ltd.                                                          Delaware
Meadows II, Ltd.                                                         Delaware
Meadows VIII, Ltd.                                                       Delaware
Meadows IX, Inc.                                                         New Jersey
Meadows X, Inc.                                                          New Jersey
Western Pacific Housing, Inc.                                            Delaware
D.R. Horton-Schuler Homes, LLC                                           Delaware
Western Pacific Housing-Park Avenue East, LLC                            Delaware
Western Pacific Housing-Park Avenue West, LLC                            Delaware
Western Pacific Housing-Copper Canyon, LLC                               Delaware
Western Pacific Housing-Del Valle, LLC                                   Delaware
Western Pacific Housing-River Ridge, LLC                                 Delaware
Western Pacific Housing-Boardwalk, LLC                                   Delaware
Western Pacific Housing-Studio 528, LLC                                  Delaware
Western Pacific Housing-Terra Bay Duets, LLC                             Delaware
Western Pacific Housing-Torrey Meadows, LLC                              Delaware
Western Pacific Housing-Windemere, LLC                                   Delaware
Western Pacific Housing-Playa Vista, LLC                                 Delaware
Western Pacific Housing-Torrance, LLC                                    Delaware
SGS Communities at Grande Quay, LLC                                      New Jersey
</Table>


         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.

                                   ARTICLE IV.

                                MERGED GUARANTORS

         4.1 In accordance with Section 11.14 of the Indenture, the Company and
the Trustee acknowledge that the following Merged Guarantors have merged with
and into WPHI, and that all Obligations of the Merged Guarantors under the
Securities, the Indenture, the Registration Rights Agreement and the Guarantees
have been assumed by WPHI:



                                       4
<PAGE>



                           Porter LP LLC
                           Tracy, LLC (formerly WPH-Edgewood 56, LLC)
                           Western Pacific Housing-Agoura I, LLC
                           Western Pacific Housing-American Canyon, LLC
                           Western Pacific Housing-Bay Vista, LLC
                           Western Pacific Housing-Cabrera, LLC
                           Western Pacific Housing-Calvine, LLC
                           Western Pacific Housing-Cloverdale I, LLC
                           Western Pacific Housing-Cloverdale II, LLC
                           Western Pacific Housing-Cordelia Commons I, LLC
                           Western Pacific Housing-Coto I, LLC
                           Western Pacific Housing-Cypress Woods, LLC
                           Western Pacific Housing-Deer Creek, LLC
                           Western Pacific Housing-East Park, LLC
                           Western Pacific Housing-Edgewood 45, LLC
                           Western Pacific Housing-Escondido, LLC
                           Western Pacific Housing-Fieldstone, LLC
                           Western Pacific Housing-Hercules MRB, LLC
                           Western Pacific Housing-Hercules Village, LLC
                           Western Pacific Housing-Land Park North, LLC
                           Western Pacific Housing-Laurel Woods II, LLC
                           Western Pacific Housing-Martinez, LLC
                           Western Pacific Housing-Menifee, LLC
                           Western Pacific Housing-Montellano, LLC
                           Western Pacific Housing-Murrieta, LLC
                           Western Pacific Housing-Natomas Village 13, LLC
                           Western Pacific Housing-Paradise Creek, LLC
                           Western Pacific Housing-Providence I, LLC
                           Western Pacific Housing-Rowland Heights, LLC
                           Western Pacific Housing-Saddlebrook, LLC
                           Western Pacific Housing-San Elijo, LLC
                           Western Pacific Housing-Simi I, LLC
                           Western Pacific Housing-Sonoma, LLC
                           Western Pacific Housing-Spanish Hills, LLC
                           Western Pacific Housing-Stone Lake, LLC
                           Western Pacific Housing-Sun Valley, LLC
                           Western Pacific Housing-Terra Bay Woods, LLC
                           Western Pacific Housing-Torrey Glenn, LLC
                           Western Pacific Housing-Towngate, LLC
                           Western Pacific Housing-Valpico, LLC
                           Western Pacific Housing-Westminster, LLC
                           Western Pacific Housing-Windsor Pointe, LLC
                           Western Pacific Housing-Black Mountain, LLC
                           Western Pacific Housing-Cameron Meadows, LLC
                           Western Pacific Housing-Carlsberg Ranch, LLC



                                       5
<PAGE>



                           Western Pacific Housing-Carpenteria, LLC
                           Western Pacific Housing-Dos Vientos 78, LLC
                           Western Pacific Housing-Fillmore, LLC
                           Western Pacific Housing-San Elijo Area R, LLC
                           Western Pacific Housing-Scott Ranch, LLC
                           Western Pacific Housing-Sorrento, LLC
                           Western Pacific Housing-Torrey, LLC
                           Western Pacific Housing-Torrey Santa Fe, LLC
                           WPH-SAL2, L.P. (formerly WPH-Sunset Hills III, L.P.)
                           WPH-SAL1, L.P.
                           WPH Management Co.
                           Western Pacific Housing-Altamar, LLC
                           Western Pacific Housing-Altura, L.P.
                           Western Pacific Housing-Arbor Hills, LLC
                           Western Pacific Housing-Bella Nevona, LLC
                           Western Pacific Housing-Carlsbad I, LLC
                           Western Pacific Housing-Carter Station, LLC
                           Western Pacific Housing-Corona, L.P.
                           Western Pacific Housing-Curran Grove, LLC
                           Western Pacific Housing-Del Sol
                           Western Pacific Housing-El Camino, LLC
                           Western Pacific Housing-Financing Partners
                           Western Pacific Housing-Glen View, LLC
                           Western Pacific Housing-Hamptons, L.P.
                           Western Pacific Housing-Mayfair, LLC
                           Western Pacific Housing-Pacific Park, L.P.
                           Western Pacific Housing-Penasquitos, LLC
                           Western Pacific Housing-Rancho Del Tio, LLC
                           Western Pacific Housing-Riverside I, LLC
                           Western Pacific Housing-San Simeon, L.P.
                           Western Pacific Housing-San Simeon II, L.P.
                           Western Pacific Housing-Shadow Creek, LLC
                           Western Pacific Housing-Skyridge, L.P.
                           Western Pacific Housing-Stanton I, LLC
                           Western Pacific Housing-Sunset Hills I, L.P.
                           Western Pacific Housing-Sunset Hills II, L.P.
                           Western Pacific Housing-Sutton Place, LLC
                           Western Pacific Housing-Tiburon II, L.P.
                           Western Pacific Housing-Torrey Hills, LLC
                           Western Pacific Housing-Westlake, L.P.
                           Western Pacific Housing-Winterhaven, LLC
                           Western Pacific Housing-Woods, L.P.



                                       6
<PAGE>



                                   ARTICLE V.

                            MISCELLANEOUS PROVISIONS

         5.1. 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.

         5.2 The parties may sign any number of copies of this First
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

         5.3 In the event that any provision in this First 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.

         5.4 The article and section headings herein are for convenience only
and shall not affect the construction hereof.

         5.5 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.

         5.6 All covenants and agreements in this First 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 First Supplemental Indenture shall bind its
successors and assigns.

         5.7 The laws of the State of New York shall govern this First
Supplemental Indenture, the Notes and the Guarantees.

         5.8 Except as amended by this First Supplemental Indenture, the terms
and provisions of the Indenture shall remain in full force and effect.

         5.9 This First 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 First
Supplemental Indenture.

         5.10 NO RECOURSE AGAINST OTHERS. A director, officer, controlling
person, employee or stockholder, as such, of the Company or any Guarantor or any
successor person thereof shall not have any liability for any Obligations,
covenants or agreements of the Company or any Guarantor under the Securities or
the Indenture or for any claim based on, in respect of or by reason of such
obligations, covenants or agreements or their creation. Each Holder by



                                       7
<PAGE>



accepting a Security waives and releases all such liability. The waiver and
releases are part of the consideration for the issue of the Securities.

         5.11 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.


            [SIGNATURES INTENTIONALLY APPEAR ON NEXT PAGE FOLLOWING]



                                       8
<PAGE>



         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: /s/ SAMUEL R. FULLER
                                     --------------------------------------
                                     Samuel R. Fuller
                                     Executive Vice President,
                                     Chief Financial Officer, and Treasurer


                                  ADDITIONAL 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.



<PAGE>



                                      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



<PAGE>



                                      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


<PAGE>


                                        Meadows II, Ltd.
                                        CH Investments of Texas, Inc.



                                                By: /s/ WILLIAM PECK
                                                   -----------------------------
                                                   William Peck
                                                   President



<PAGE>



                                        Western Pacific Housing, Inc.
                                        Western Pacific Housing-Park Avenue
                                          East, LLC
                                        Western Pacific Housing-Park Avenue
                                          West, LLC
                                        Western Pacific Housing-Copper Canyon,
                                          LLC
                                        Western Pacific Housing-Del Valle, LLC
                                        Western Pacific Housing-River Ridge, LLC
                                        Western Pacific Housing-Boardwalk, LLC
                                        Western Pacific Housing-Studio 528, LLC
                                        Western Pacific Housing-Terra Bay Duets,
                                          LLC
                                        Western Pacific Housing-Torrey Meadows,
                                          LLC
                                        Western Pacific Housing-Windemere, LLC
                                        Western Pacific Housing-Playa Vista, LLC
                                        Western Pacific Housing-Torrance, LLC


                                        By: /s/ THOMAS CONNELLY
                                           -------------------------------------
                                           Thomas Connelly, Chief Financial
                                           Officer and Secretary of each
                                           corporate guarantor and of each
                                           managing member or sole manager of
                                           each limited liability company
                                           guarantor


                                        D.R. Horton-Schuler Homes, LLC

                                                 By: Vertical Construction
                                                     Corporation, its manager



                                                 By:/s/ THOMAS CONNELLY
                                                    ----------------------------
                                                    Thomas Connelly
                                                    Chief Financial Officer
                                                    and Secretary


<PAGE>



                                  EXISTING GUARANTORS:
                                  -------------------


                                  Melody Homes, Inc.
                                  Melody Mortgage Co.
                                  Schuler Homes of California, Inc.
                                  Schuler Homes of Washington, Inc.
                                  Schuler Homes of Oregon, Inc.
                                  SHLR of Washington, Inc.
                                  SHLR of Colorado, Inc.
                                  SHLR of Nevada, Inc.
                                  Schuler Realty/Maui, Inc.
                                  Schuler Realty/Oahu, Inc.
                                  Vertical Construction Corporation
                                  SHLR of Utah, Inc.
                                  Schuler Mortgage, Inc.
                                  SHLR of California, Inc.
                                  SSHI LLC (Stafford)
                                  SRHI LLC (Rielly)
                                  Schuler Homes of Arizona LLC
                                  SHA Construction LLC
                                  LAMCO Housing, Inc.
                                  AP LHI, Inc.
                                  APLAM, LLC
                                  AP Western GP Corporation
                                  AP WP Partners, L.P.
                                  AP WP Operating Corporation
                                  HPH Homebuilders 2000 LP
                                  Porter GP LLC
                                  Western Pacific Housing Management, Inc.
                                     (formerly known as Western Pacific
                                      Housing, Inc.)
                                  Western Pacific Housing-Antigua, LLC
                                  Western Pacific Housing-Broadway, LLC
                                  Western Pacific Housing-Carrillo, LLC
                                  Western Pacific Housing-Communications Hill,
                                     LLC
                                  Western Pacific Housing-Creekside, LLC
                                  Western Pacific Housing-Lomas Verdes, LLC
                                  Western Pacific Housing-Norco Estates, LLC
                                  Western Pacific Housing-Robinhood Ridge, LLC
                                  Western Pacific Housing-Vineyard Terrace, LLC
                                  Western Pacific Housing-Lyons Canyon Partners,
                                     LLC
                                  Western Pacific Housing-Torrey Village Center



<PAGE>



                                 WPH-Camino Ruiz, LLC
                                 WPH-HPH LLC
                                 Western Pacific Funding, Inc.
                                 Western Pacific Housing-McGonigle Canyon, LLC
                                 Western Pacific Housing-Torrey Commercial, LLC
                                 Western Pacific Housing-Torrey Multi-Family,
                                    LLC
                                 Allegra, LLC
                                 Coto Venture, Ltd. (see WPH-Coto Venture, L.P.)
                                 HPH Homebuilders LP 1995
                                 HPH Homebuilders LP 1996
                                 Livermore Homebuilders LP
                                 Oakley-Avalon LP
                                 Western Pacific Housing-Aviara, L.P.
                                 Western Pacific Housing Co.
                                 Western Pacific Housing-Canyon Park, LLC
                                 Western Pacific Housing-Carmel, LLC
                                 Western Pacific Housing-Coto Venture, L.P.
                                 Western Pacific Housing-Culver City, L.P.
                                 Western Pacific Housing-Lost Hills Park, LLC
                                 Western Pacific Housing-Mountaingate, L.P.
                                 Western Pacific Housing-Oso, L.P.
                                 Western Pacific Housing-Pacific Park II, LLC
                                 Western Pacific Housing-Poinsettia, L.P.
                                 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-Westlake II, L.P.
                                 Western Pacific Housing-Windflower, L.P.


                                 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





<PAGE>



                                  U.S. Bank, N.A.


                                  By: /s/ GONZALO UREY
                                     -------------------------------------------
                                  Name: Gonzalo Urey
                                       -----------------------------------------
                                  Title: Assistant Vice President
                                        ----------------------------------------




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.13
<SEQUENCE>7
<FILENAME>d96909ex4-13.txt
<DESCRIPTION>14TH SUPPLEMENTAL INDENTURE RE: SENIOR NOTES
<TEXT>
<PAGE>
                                                                    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

================================================================================



<PAGE>



         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
<PAGE>



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:

<Table>
<Caption>
         Name                                                          Jurisdiction of Organization
         ----                                                          ----------------------------
<S>                                                                    <C>
    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
</Table>



                                       2
<PAGE>


<Table>
<Caption>
         Name                                                          Jurisdiction of Organization
         ----                                                          ----------------------------
<S>                                                                    <C>
    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
</Table>


                                       3
<PAGE>


<Table>
<Caption>
         Name                                                          Jurisdiction of Organization
         ----                                                          ----------------------------
<S>                                                                    <C>
    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
</Table>


         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
<PAGE>


                                  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
<PAGE>


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
<PAGE>



         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.



<PAGE>



                                  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



<PAGE>



                                    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



<PAGE>



                                    Meadows II, Ltd.
                                    CH Investments of Texas, Inc.



                                             By: /s/ WILLIAM PECK
                                                --------------------------------
                                                William Peck
                                                President



<PAGE>



                             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



<PAGE>



                             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.


<PAGE>


                             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



<PAGE>



                             AMERICAN STOCK TRANSFER & TRUST
                             COMPANY, as Trustee



                             By: /s/ HERBERT J. LEMMER
                                ------------------------------------------------
                             Name: Herbert J. Lemmer
                                  ----------------------------------------------
                             Title: Vice President
                                   ---------------------------------------------




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.14
<SEQUENCE>8
<FILENAME>d96909ex4-14.txt
<DESCRIPTION>4TH SUPPLEMENTAL INDENTURE RE: 9.75% SENIOR NOTES
<TEXT>
<PAGE>
                                                                    EXHIBIT 4.14

================================================================================

                               D.R. HORTON, INC.,

                          THE GUARANTORS PARTY HERETO,

                                       AND

                    AMERICAN STOCK TRANSFER & TRUST COMPANY,
                                       as
                                     Trustee



                                   -----------

                          FOURTH SUPPLEMENTAL INDENTURE

                          Dated as of February 21, 2002

                                   -----------



                           Supplementing the Indenture
                         Dated as of September 11, 2000
                               with respect to the
                    9 3/4% Senior Subordinated Notes Due 2010
                    9 3/8% Senior Subordinated Notes Due 2011


================================================================================

<PAGE>



         THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of February 21, 2002, to
the Indenture, dated as of September 11, 2000 (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
September 11, 2000 (the "First Supplemental Indenture"), among the Company, the
guarantors party thereto and the Trustee, the Company issued a series of
Securities designated as its 9 3/4% Senior Subordinated Notes due 2010 in the
aggregate principal amount of up to $200,000,000 (the "9 3/4% Notes");

         WHEREAS, pursuant to the Second Supplemental Indenture dated as of
March 12, 2001 (the "Second Supplemental Indenture"), among the Company, the
guarantors party thereto and the Trustee, the Company issued a series of
Securities designated as its 9 3/8% Senior Subordinated Notes due 2011 in the
aggregate principal amount of up to $200,000,000 (the "9 3/8% Notes" and,
together with the 9 3/4% Notes, the "Notes");

         WHEREAS, pursuant to the Third Supplemental Indenture dated as of May
21, 2001 (the "Third Supplemental Indenture"), among the Company, the guarantors
party thereto (the "Existing Guarantors") and the Trustee, the Company caused
certain Restricted Subsidiaries to guarantee the Notes for all purposes under
the Indenture;

         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 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



                                       1
<PAGE>


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 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
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:

<Table>
<Caption>
         Name                                          Jurisdiction of Organization
         ----                                          ----------------------------
<S>                                                    <C>
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
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
</Table>



                                       2
<PAGE>


<Table>
<S>                                                    <C>
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.               California
(formerly Western Pacific Housing, Inc.,
  a California corporation)
Western Pacific Housing, Inc.                          Delaware
(formerly Schuler Holdco, Inc.,
 a 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                 Delaware
   Hill, LLC
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                   Delaware
   Partners, LLC
Western Pacific Housing-McGonigle Canyon, LLC          Delaware
Western Pacific Housing-Mountaingate, L.P.             California
Western Pacific Housing-Norco Estates, LLC             Delaware
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
</Table>


                                       3
<PAGE>


<Table>
<S>                                                    <C>
Western Pacific Housing-Playa Vista, LLC               Delaware
Western Pacific Housing-Pointsettia, 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
</Table>



         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.

         1.4. Each series of Securities under the Indenture shall rank pari
passu, on at least an equal and ratable basis, with the securities issued under
the Indenture, dated as of June 28, 2001, related to the 10 1/2% Senior
Subordinated Notes due 2011, by and among the Company, the guarantors named
therein and U.S. Bank, N.A., as trustee.

                                   ARTICLE II.

                                  MISCELLANEOUS

         2.1. This Fourth Supplemental Indenture constitutes a supplement to the
Indenture, and the Indenture and this Fourth 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
<PAGE>


         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 the event that any provision in this Fourth 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 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 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 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 12 of the 9 3/4% Notes or
paragraph 13 of the 9 3/8% 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 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 Fourth Supplemental
Indenture and the Trustee makes no representation with respect thereto.


            [SIGNATURES INTENTIONALLY APPEAR ON NEXT PAGE FOLLOWING]


                                       5
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Fourth
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, Treasurer and
                                        Chief Financial Officer


                                     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.


<PAGE>


                                     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



<PAGE>


                                     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


<PAGE>

                                     Meadows II, Ltd.
                                     CH Investments of Texas, Inc.



                                     By: /s/ WILLIAM PECK
                                        ----------------------------------------
                                        William Peck
                                        President





<PAGE>


                                 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


<PAGE>


                                 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.


<PAGE>


                                 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

<PAGE>



                                          AMERICAN STOCK TRANSFER & TRUST
                                          COMPANY, as Trustee

                                          By: /s/ HERBERT J. LEMMER
                                             -----------------------------------
                                          Name:  Herbert J. Lemmer
                                               ---------------------------------
                                          Title: Vice President
                                                --------------------------------



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.15
<SEQUENCE>9
<FILENAME>d96909ex4-15.txt
<DESCRIPTION>5TH SUPPLEMENTAL INDENTURE RE: 10% SENIOR NOTES
<TEXT>
<PAGE>
                                                                    EXHIBIT 4.15

================================================================================

                               D.R. HORTON, INC.,

                          THE GUARANTORS PARTY HERETO,

                                       AND

                           FIRST UNION NATIONAL BANK,
                                       as
                                     Trustee



                                   -----------

                          FIFTH SUPPLEMENTAL INDENTURE

                          Dated as of February 21, 2002

                                   -----------



                           Supplementing the Indenture
                           Dated as of April 15, 1996
                               with respect to the
                            10% Senior Notes Due 2006



================================================================================

<PAGE>


         THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of February 21, 2002, 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, as trustee (the "Trustee").

                                    RECITALS

         WHEREAS, Continental Homes Holding Corp., a Delaware corporation
("Continental"), 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, pursuant to which
Continental issued a series of Securities designated as its 10% Senior Notes due
2006 in the aggregate principal amount of $150,000,000 (the "Notes");

         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, by and between the Company and Continental,
Continental was duly merged with and into the Company (the "Continental
Merger"), with the Company continuing as the surviving corporation;

         WHEREAS, as a result of the Continental 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 the First Supplemental Indenture dated as of April
20, 1998 (the "First Supplemental Indenture"), the Second Supplemental Indenture
dated as of August 31, 1998 (the "Second Supplemental Indenture"), the Third
Supplemental Indenture dated as of August 31, 1999 (the "Third Supplemental
Indenture"), and the Fourth Supplemental Indenture dated as of May 21, 2001 (the
"Fourth Supplemental Indenture"), among the Company, each of the guarantors
party to such supplemental indentures (the "Existing Guarantors") and the
Trustee, the Company caused certain Restricted Subsidiaries to guarantee the
Notes for all purposes under the Indenture;

         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 Sections 4.16 and 10.03 of the Indenture, any
Subsidiary with a net book value greater than $10,000,000 which is a Restricted
Subsidiary is required to guarantee, simultaneously with its designation as a
Restricted Subsidiary, the payment of the Securities pursuant to the terms of
Article Ten and Exhibit B of the Indenture;


                                       1
<PAGE>


         WHEREAS, as a result of the Merger and pursuant to Sections 4.16 and
10.03 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 Securities
on the terms set forth in the Indenture; and

         WHEREAS, the execution of this Fifth 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 Fifth 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 Sections 4.16 and 10.03 of the Indenture, the
following Additional Guarantors hereby unconditionally guarantee all of the
Company's obligations under the Securities and the Indenture, as it relates to
the Securities, on the terms set forth in the Indenture, including without
limitation, Article Ten and Exhibit B thereof:

<Table>
<Caption>
         Name                                                          Jurisdiction of Organization
         ----                                                          ----------------------------
<S>                                                                    <C>
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
Melody Mortgage Co.                                                    Colorado
Oakley-Avalon LP                                                       California
Porter GP LLC                                                          Delaware
Schuler Homes of Arizona LLC                                           Delaware
</Table>


                                       2
<PAGE>


<Table>
<S>                                                                    <C>
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.                               California
(formerly Western Pacific Housing, Inc.,
  a California corporation)
Western Pacific Housing, Inc.                                          Delaware
(formerly Schuler Holdco, Inc.,
 a 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                                 Delaware
   Hill, LLC
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                                   Delaware
   Partners, LLC
Western Pacific Housing-McGonigle Canyon, LLC                          Delaware
Western Pacific Housing-Mountaingate, L.P.                             California
Western Pacific Housing-Norco Estates, LLC                             Delaware
Western Pacific Housing-Oso, L.P.                                      California
</Table>


                                       3
<PAGE>


<Table>
<S>                                                                    <C>
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-Pointsettia, 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
</Table>



         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.

                         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
<PAGE>


                                  ARTICLE III.

                                  MISCELLANEOUS

         3.1. This Fifth Supplemental Indenture constitutes a supplement to the
Indenture, and the Indenture and this Fifth 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 Fifth
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 Fifth 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 Fifth 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 Fifth 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 Fifth Supplemental Indenture shall bind its
successors and assigns.

         3.7 The laws of the State of New York shall govern this Fifth
Supplemental Indenture, the Notes and the Guarantees.

         3.8 Except as amended by this Fifth Supplemental Indenture, the terms
and provisions of the Indenture shall remain in full force and effect.

         3.9 This Fifth 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 Fifth
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 is waived
and released.

         3.11 The Trustee accepts the modifications of the trust effected by
this Fifth 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


                                       5
<PAGE>


with respect to the validity or execution or sufficiency of this Fifth
Supplemental Indenture and the Trustee makes no representation with respect
thereto.


                                   ARTICLE IV.

                                    SUCCESSOR

         4.1 The Company, as the Successor, shall succeed to, and be substituted
for, and may exercise every right and power of, and shall assume every duty and
obligation of, the Company under the Indenture with the same effect as if such
Successor had been named as the Company therein.


            [SIGNATURES INTENTIONALLY APPEAR ON NEXT PAGE FOLLOWING]


                                       6
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Fifth
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, Treasurer and Chief Financial
                                  Officer


                               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.


<PAGE>


                               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


<PAGE>


                               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


<PAGE>



                                 Meadows II, Ltd.
                                 CH Investments of Texas, Inc.



                                          By: /s/ WILLIAM PECK
                                             -----------------------------------
                                             William Peck
                                             President








<PAGE>


                        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


<PAGE>


                        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.


<PAGE>


                        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


<PAGE>



                                  FIRST UNION NATIONAL BANK, as Trustee



                                  By:  /s/ GEORGE J. RAYZIS
                                     -------------------------------------------
                                  Name:   George J. Rayzis
                                       -----------------------------------------
                                  Title:  Vice President
                                        ----------------------------------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.16
<SEQUENCE>10
<FILENAME>d96909ex4-16.txt
<DESCRIPTION>INDENTURE RE: SENIOR DEBT SECURITIES
<TEXT>
<PAGE>
                                                                    EXHIBIT 4.16


                                                                  EXECUTION COPY


                                                                          [144A]


================================================================================



                D.R. HORTON, INC. AND THE GUARANTORS PARTY HERETO



                             Senior Debt Securities




                             ----------------------

                                    Indenture

                           Dated as of April 11, 2002

                             ----------------------




                AMERICAN STOCK TRANSFER & TRUST COMPANY, Trustee


================================================================================


<PAGE>



                              CROSS-REFERENCE TABLE

           This Cross-Reference Table is not a part of the Indenture.

                              --------------------

<Table>
<Caption>
TIA                                                                                    Indenture
Section                                                                                 Section
<S>                                                                                     <C>
310(a)(1)...........................................................................  7.09; 7.10
   (a)(2)...........................................................................  7.10
   (a)(3)...........................................................................  N.A.
   (a)(4)...........................................................................  N.A.
   (a)(5)...........................................................................  N.A.
   (b)..............................................................................  7.08; 7.10; 11.02; 11.14
   (c)..............................................................................  N.A.
311(a)..............................................................................  7.11
   (b)..............................................................................  7.11
   (b)(1)...........................................................................  7.10
   (c)..............................................................................  N.A.
312(a)..............................................................................  2.05
   (b)..............................................................................  2.05; 11.03
   (c)..............................................................................  11.03
313(a)..............................................................................  7.06
   (b)(1)...........................................................................  N.A.
   (b)(2)...........................................................................  7.06
   (c)..............................................................................  N.A.
   (d)..............................................................................  7.06
314(a)..............................................................................  4.03; 7.06; 11.02
   (b)..............................................................................  N.A.
   (c)(1)...........................................................................  11.04
   (c)(2)...........................................................................  11.04
   (c)(3)...........................................................................  N.A.
   (d)..............................................................................  N.A.
   (e)..............................................................................  11.05
   (f)..............................................................................  N.A.
315(a)..............................................................................  7.01(b)
   (b)..............................................................................  7.05; 11.02
   (c)..............................................................................  7.01(a)
   (d)..............................................................................  7.01(c)
   (e)..............................................................................  6.11
</Table>


<PAGE>


<Table>
<S>                                                                                   <C>
316(a)(last sentence)...............................................................  11.06
   (a)(1)(A)........................................................................  6.05
   (a)(1)(B)........................................................................  6.04
   (a)(2)...........................................................................  N.A.
   (b)..............................................................................  6.07
317(a)(1)...........................................................................  6.08
   (a)(2)...........................................................................  6.09
   (b)..............................................................................  2.04
318(a)..............................................................................  11.01
   (b)..............................................................................  N.A.
   (c)..............................................................................  N.A.
</Table>


----------
N.A. means Not Applicable.



                                      -ii-
<PAGE>



                                TABLE OF CONTENTS

             This Table of Contents is not a part of the Indenture.

                           ---------------------------

<Table>
<Caption>
                                                                                                        Page
<S>                                                                                                     <C>
                                   ARTICLE ONE


                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions................................................................................1
Section 1.02. Other Definitions.........................................................................12
Section 1.03. Incorporation by Reference of Trust Indenture Act.........................................13
Section 1.04. Rules of Construction.....................................................................13

                                   ARTICLE TWO


                                 THE SECURITIES

Section 2.01. Form and Dating...........................................................................14
Section 2.02. Execution and Authentication..............................................................16
Section 2.03. Registrar and Paying Agent................................................................17
Section 2.04. Paying Agent to Hold Money in Trust.......................................................17
Section 2.05. Securityholder Lists......................................................................17
Section 2.06. Transfer and Exchange.....................................................................18
Section 2.07. Replacement Securities....................................................................18
Section 2.08. Outstanding Securities....................................................................18
Section 2.09. Temporary Securities......................................................................19
Section 2.10. Cancellation..............................................................................19
Section 2.11. Defaulted Interest........................................................................19
Section 2.12. Treasury Securities.......................................................................20
Section 2.13. CUSIP Numbers.............................................................................20
Section 2.14. Deposit of Moneys.........................................................................20
Section 2.15. Book-Entry Provisions for Global Security.................................................20
Section 2.16. Restrictive Legends.......................................................................22
Section 2.17. Special Transfer Provisions...............................................................23
</Table>



<PAGE>



<Table>
<S>                                                                                                    <C>
                                  ARTICLE THREE


                                   REDEMPTION

Section 3.01. Notices to Trustee........................................................................26
Section 3.02. Selection of Securities to be Redeemed....................................................26
Section 3.03. Notice of Redemption......................................................................27
Section 3.04. Effect of Notice of Redemption............................................................27
Section 3.05. Deposit of Redemption Price...............................................................27
Section 3.06. Securities Redeemed in Part...............................................................28

                                  ARTICLE FOUR


                                    COVENANTS

Section 4.01. Payment of Securities.....................................................................28
Section 4.02. Maintenance of Office or Agency...........................................................28
Section 4.03. Compliance Certificate....................................................................28
Section 4.04. Payment of Taxes; Maintenance of Corporate Existence; Maintenance of Properties...........28
Section 4.05. Additional Guarantors.....................................................................29
Section 4.06. Waiver of Stay, Extension or Usury Laws...................................................30

                                  ARTICLE FIVE


                              SUCCESSOR CORPORATION

Section 5.01. When Company May Merge, etc...............................................................30

                                   ARTICLE SIX


                              DEFAULTS AND REMEDIES

Section 6.01. Events of Default.........................................................................31
Section 6.02. Acceleration..............................................................................33
Section 6.03. Other Remedies............................................................................34
Section 6.04. Waiver of Existing Defaults...............................................................34
Section 6.05. Control by Majority.......................................................................34
Section 6.06. Limitation on Suits.......................................................................34
Section 6.07. Rights of Holders to Receive Payment......................................................35
Section 6.08. Collection Suit by Trustee................................................................35
Section 6.09. Trustee May File Proofs of Claim..........................................................35
</Table>



                                      -ii-
<PAGE>


<Table>
<S>                                                                                                     <C>
Section 6.10. Priorities................................................................................36
Section 6.11. Undertaking for Costs.....................................................................36

                                  ARTICLE SEVEN


                                     TRUSTEE

Section 7.01. Duties of Trustee.........................................................................36
Section 7.02. Rights of Trustee.........................................................................38
Section 7.03. Individual Rights of Trustee..............................................................39
Section 7.04. Trustee's Disclaimer......................................................................39
Section 7.05. Notice of Defaults........................................................................39
Section 7.06. Reports by Trustee to Holders.............................................................39
Section 7.07. Compensation and Indemnity................................................................40
Section 7.08. Replacement of Trustee....................................................................40
Section 7.09. Successor Trustee by Merger, etc..........................................................41
Section 7.10. Eligibility; Disqualification.............................................................41
Section 7.11. Preferential Collection of Claims Against Company.........................................41

                                  ARTICLE EIGHT


                             DISCHARGE OF INDENTURE

Section 8.01. Defeasance upon Deposit of Moneys or U.S. Government Obligations..........................42
Section 8.02. Survival of the Company's Obligations.....................................................45
Section 8.03. Application of Trust Money................................................................45
Section 8.04. Repayment to the Company..................................................................45
Section 8.05. Reinstatement.............................................................................46

                                  ARTICLE NINE


                                   GUARANTEES

Section 9.01. Unconditional Guarantees..................................................................46
Section 9.02. Severability..............................................................................47
Section 9.03. Release of a Guarantor....................................................................47
Section 9.04. Limitation of a Guarantor's Liability.....................................................48
Section 9.05. Guarantors May Consolidate, etc., on Certain Terms........................................48
Section 9.06. Contribution..............................................................................48
Section 9.07. Waiver of Subrogation.....................................................................49
Section 9.08. Execution of Guarantee....................................................................49
</Table>



                                      -iii-
<PAGE>


<Table>
<S>                                                                                                     <C>
                                   ARTICLE TEN


                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 10.01. Without Consent of Holders...............................................................50
Section 10.02. With Consent of Holders..................................................................51
Section 10.03. Compliance with Trust Indenture Act......................................................52
Section 10.04. Revocation and Effect of Consents........................................................52
Section 10.05. Notation on or Exchange of Securities....................................................53
Section 10.06. Trustee to Sign Amendments, etc..........................................................53

                                 ARTICLE ELEVEN


                                  MISCELLANEOUS

Section 11.01. Trust Indenture Act Controls.............................................................53
Section 11.02. Notices..................................................................................53
Section 11.03. Communications by Holders with  Other Holders............................................54
Section 11.04. Certificate and Opinion as to  Conditions Precedent......................................55
Section 11.05. Statements Required in Certificate or Opinion............................................55
Section 11.06. Rules by Trustee and Agents..............................................................55
Section 11.07. Legal Holidays...........................................................................56
Section 11.08. Governing Law............................................................................56
Section 11.09. No Adverse Interpretation of Other Agreements............................................56
Section 11.10. No Recourse Against Others...............................................................56
Section 11.11. Successors and Assigns...................................................................56
Section 11.12. Duplicate Originals......................................................................56
Section 11.13. Severability.............................................................................57
Section 11.14. Ranking..................................................................................57

SIGNATURES............................................................................................ S-1

EXHIBIT A -  Form of Security
EXHIBIT B -  Form of Exchange Security
EXHIBIT C -  Form of Certificate to be Delivered in Connection with Transfers to Non-QIB Accredited
               Investors
EXHIBIT D -  Form of Certificate to be Delivered in Connection with Transfers
               Pursuant to Regulation S
</Table>



                                       iv
<PAGE>



                  INDENTURE dated as of April 11, 2002, by and among D.R.
HORTON, INC., a Delaware corporation (the "Company"), each of the Guarantors (as
defined in Section 1.01 below) and AMERICAN STOCK TRANSFER & TRUST COMPANY (the
"Trustee").

                  Each party agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of the Company's debt
securities issued under this Indenture:

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions.

                  "Affiliate" means, when used with reference to a specified
person, any Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Person specified.

                  "Agent" means any Registrar, Paying Agent or co-Registrar or
agent for service of notices and demands.

                  "Attributable Debt" means, with respect to any Capitalized
Lease Obligations, the capitalized amount thereof determined in accordance with
GAAP.

                  "Authorizing Resolution" means a resolution adopted by the
Board of Directors or by an Officer or committee of Officers pursuant to Board
delegation authorizing a Series of Securities.

                  "Bankruptcy Law" means title 11 of the United States Code, as
amended, or any similar federal or state law for the relief of debtors.

                  "Board of Directors" means the Board of Directors of the
Company or any authorized committee thereof.

                  "Capital Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated) of
or in such Person's capital stock or other equity interests, and options, rights
or warrants to purchase such capital stock or other equity interests, whether
now outstanding or issued after the applicable Issue Date, including, without
limitation, all Disqualified Stock and Preferred Stock.

                  "Capitalized Lease Obligations" of any Person means the
obligations of such Person to pay rent or other amounts under a lease that is
required to be capitalized for financial



<PAGE>
                                      -2-



reporting purposes in accordance with GAAP, and the amount of such obligations
will be the capitalized amount thereof determined in accordance with GAAP.

                  "Change of Control Provisions" has the meaning set forth in
the definition of "Disqualified Stock" below.

                  "Company" means the party named as such in this Indenture
until a successor replaces it pursuant to the Indenture and thereafter means the
successor.

                  "Currency Agreement" of any Person means any foreign exchange
contract, currency swap agreement or other similar agreement or arrangement
designed to protect such Person or any of its Subsidiaries against fluctuations
in currency values.

                  "Default" means any event, act or condition that is, or after
notice or the passage of time or both would be, an Event of Default.

                  "Disqualified Stock" means any Capital Stock that, by its
terms (or by the terms of any security into which it is convertible or for which
it is exchangeable), or upon the happening of any event, (i) matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
is redeemable at the option of the holder thereof, in whole or in part, on or
prior to the final maturity date of the Securities of the applicable Series or
(ii) is convertible into or exchangeable or exercisable for (whether at the
option of the issuer or the holder thereof) (a) debt securities or (b) any
Capital Stock referred to in (i) above, in each case, at any time prior to the
final maturity date of the Securities of the applicable Series; provided,
however, that any Capital Stock that would not constitute Disqualified Stock but
for provisions thereof giving holders thereof (or the holders of any security
into or for which such Capital Stock is convertible, exchangeable or
exercisable) the right to require the Company to repurchase or redeem such
Capital Stock upon the occurrence of a change in control occurring prior to the
final maturity date of the Securities of the applicable Series shall not
constitute Disqualified Stock if the change in control provisions applicable to
such Capital Stock are no more favorable to such holders than any provisions
described in the Authorizing Resolution or supplemental indenture pertaining to
the Securities of the applicable Series ("Change of Control Provisions") and
such Capital Stock specifically provides that the Company will not repurchase or
redeem any such Capital Stock pursuant to such provisions prior to the Company's
repurchase of the Securities of the applicable Series to the extent required
pursuant to any such Change of Control Provisions.

                  "Exchange Securities" means the series B Securities to be
issued under this Indenture in exchange for the Initial Securities pursuant to a
Registration Rights Agreement.

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of



<PAGE>
                                      -3-



Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
may be approved by a significant segment of the accounting profession of the
United States, as in effect on the date of this Indenture.

                  "Guarantee" means the guarantee of Securities of any
applicable Series by each Guarantor under this Indenture.

                  "Guarantors" means (i) initially on the execution of this
Indenture, each of:

                  Allegra, LLC, a California limited liability company;
                  AP LHI, Inc., a California corporation;
                  AP Western GP Corporation, a Delaware corporation;
                  AP WP Operating Corporation, a Delaware corporation;
                  AP WP Partners, L.P., a Delaware limited partnership;
                  APLAM, LLC, a California limited liability company;
                  C. Richard Dobson Builders, Inc., a Virginia corporation;
                  CH Investments of Texas, Inc., a Delaware corporation;
                  CHI Construction Company, an Arizona corporation;
                  CHTEX of Texas, Inc., a Delaware corporation;
                  Continental Homes of Florida, Inc., a Florida corporation;
                  Continental Homes of Texas, L.P., a Texas limited partnership;
                  Continental Homes, Inc., a Delaware corporation;
                  Continental Residential, Inc., a California corporation;
                  D.R. Horton - Emerald, Ltd., a Texas limited partnership;
                  D.R. Horton - Texas, Ltd., a Texas limited partnership;
                  D.R. Horton Los Angeles Holding Company, Inc., a
                    California corporation;
                  D.R. Horton Management Company, Ltd., a Texas limited
                    partnership;
                  D.R. Horton San Diego Holding Company, Inc., a California
                    corporation;
                  D.R. Horton, Inc. - Birmingham, an Alabama corporation;
                  D.R. Horton, Inc. - Chicago, a Delaware corporation;
                  D.R. Horton, Inc. - Denver, a Delaware corporation;
                  D.R. Horton, Inc. - Dietz-Crane, a Delaware corporation;
                  D.R. Horton, Inc. - Greensboro, a Delaware corporation;
                  D.R. Horton, Inc. - Jacksonville, a Delaware corporation;
                  D.R. Horton, Inc. - Louisville, a Delaware corporation;
                  D.R. Horton, Inc. - Minnesota, a Delaware corporation;
                  D.R. Horton, Inc. - New Jersey, a Delaware corporation;
                  D.R. Horton, Inc. - Portland, a Delaware corporation;
                  D.R. Horton, Inc. - Sacramento, a California corporation;
                  D.R. Horton, Inc. - Torrey, a Delaware corporation;


<PAGE>
                                      -4-


                  D.R. Horton-Schuler Homes, LLC, a Delaware limited liability
                    company;
                  DRH Cambridge Homes, Inc., a California corporation;
                  DRH Cambridge Homes, LLC, a Delaware limited liability
                    company;
                  DRH Construction, Inc., a Delaware corporation;
                  DRH Regrem II, Inc., a Delaware corporation;
                  DRH Regrem III, Inc., a Delaware corporation;
                  DRH Regrem IV, Inc., a Delaware corporation;
                  DRH Regrem V, Inc., a Delaware corporation;
                  DRH Regrem VII, LP, a Texas limited partnership;
                  DRH Regrem VIII, LLC, a Delaware limited liability company;
                  DRH Southwest Construction, Inc., a California corporation;
                  DRH Title Company of Colorado, Inc., a Colorado corporation;
                  DRH Tucson Construction, Inc., a Delaware corporation;
                  DRHI, Inc., a Delaware corporation;
                  HPH Homebuilders 2000 L.P., a California limited partnership;
                  KDB Homes, Inc., a Delaware corporation;
                  LAMCO Housing, Inc., a California corporation;
                  Meadows I, Ltd., a Delaware limited partnership;
                  Meadows II, Ltd., a Delaware limited partnership;
                  Meadows VIII, Ltd., a Delaware limited partnership;
                  Meadows IX, Inc., a New Jersey corporation;
                  Meadows X, Inc., a New Jersey corporation;
                  Melody Homes, Inc., a Delaware corporation;
                  Melmort Co., a Colorado corporation;
                  Porter GP LLC, a Delaware limited liability company;
                  Schuler Homes of Arizona LLC, a Delaware limited liability
                    company;
                  Schuler Homes of California, Inc., a California corporation;
                  Schuler Homes of Oregon, Inc., an Oregon corporation;
                  Schuler Homes of Washington, Inc., a Washington corporation;
                  Schuler Mortgage, Inc., a Delaware corporation;
                  Schuler Realty Hawaii, Inc., a Hawaii corporation;
                  Schuler Realty/Maui, Inc., a Hawaii corporation;
                  SGS Communities at Grande Quay, LLC, a New Jersey limited
                    liability company;
                  SHA Construction LLC, a Delaware limited liability company;
                  SHLR of California, Inc., a California corporation;
                  SHLR of Colorado, Inc., a Colorado corporation;
                  SHLR of Nevada, Inc., a Nevada corporation;
                  SHLR of Utah, Inc., a Utah corporation;
                  SHLR of Washington, Inc., a Washington corporation;
                  SRHI LLC, a Delaware limited liability company;



<PAGE>
                                      -5-



                  SSHI LLC, a Delaware limited liability company;
                  Vertical Construction Corporation, a Delaware corporation;
                  Western Pacific Funding, Inc., a California corporation;
                  Western Pacific Housing Co., a California corporation;
                  Western Pacific Housing Management, Inc., a California
                    corporation;
                  Western Pacific Housing, Inc., a Delaware corporation;
                  Western Pacific Housing-Antigua, LLC, a Delaware limited
                    liability company;
                  Western Pacific Housing-Aviara, L.P., a California limited
                    partnership;
                  Western Pacific Housing-Boardwalk, LLC, a Delaware limited
                    liability company;
                  Western Pacific Housing-Broadway, LLC, a Delaware limited
                    liability company;
                  Western Pacific Housing-Canyon Park, LLC, a Delaware limited
                    liability company;
                  Western Pacific Housing-Carmel, LLC, a Delaware limited
                  liability company; Western Pacific Housing-Carrillo, LLC, a
                  Delaware limited liability company; Western Pacific
                  Housing-Communications Hill, LLC, a Delaware limited
                    liability company;
                  Western Pacific Housing-Copper Canyon, LLC, a Delaware limited
                    liability company;
                  Western Pacific Housing-Creekside, LLC, a Delaware limited
                    liability company;
                  Western Pacific Housing-Culver City, L.P., a California
                    limited partnership;
                  Western Pacific Housing-Del Valle, LLC, a Delaware limited
                    liability company;
                  Western Pacific Housing-Lomas Verdes, LLC, a Delaware limited
                    liability company;
                  Western Pacific Housing-Lost Hills Park, LLC, a Delaware
                    limited liability company;
                  Western Pacific Housing-McGonigle Canyon, LLC, a Delaware
                    limited liability company;
                  Western Pacific Housing-Mountaingate, L.P., a California
                    limited partnership;
                  Western Pacific Housing-Norco Estates, LLC, a Delaware limited
                    liability company;
                  Western Pacific Housing-Oso, L.P., a California limited
                    partnership;
                  Western Pacific Housing-Pacific Park II, LLC, a Delaware
                    limited liability company;
                  Western Pacific Housing-Park Avenue East, LLC, a Delaware
                    limited liability company;
                  Western Pacific Housing-Park Avenue West, LLC, a Delaware
                    limited liability company;



<PAGE>
                                      -6-



                  Western Pacific Housing-Playa Vista, LLC, a Delaware limited
                    liability company;
                  Western Pacific Housing-Poinsettia, L.P., a California limited
                    partnership;
                  Western Pacific Housing-River Ridge, LLC, a Delaware limited
                    liability company;
                  Western Pacific Housing-Robinhood Ridge, LLC, a Delaware
                    limited liability company;
                  Western Pacific Housing-Santa Fe, LLC, a Delaware limited
                  liability company; Western Pacific Housing-Scripps II, LLC, a
                  Delaware limited liability company;
                  Western Pacific Housing-Scripps, L.P., a California limited
                     partnership;
                  Western Pacific Housing-Seacove, L.P., a California limited
                     partnership;
                  Western Pacific Housing-Studio 528, LLC, a Delaware limited
                     liability company;
                  Western Pacific Housing-Terra Bay Duets, LLC, a Delaware
                  limited liability company; Western Pacific Housing-Torrance,
                  LLC, a Delaware limited liability company;
                  Western Pacific Housing-Torrey Commercial, LLC, a Delaware
                     limited liability company;
                  Western Pacific Housing-Torrey Meadows, LLC, a Delaware
                     limited liability company;
                  Western Pacific Housing-Torrey Multi-Family, LLC, a Delaware
                     limited liability company;
                  Western Pacific Housing-Torrey Village Center, LLC, a Delaware
                     limited liability company;
                  Western Pacific Housing-Vineyard Terrace, LLC, a Delaware
                     limited liability company;
                  Western Pacific Housing-Windemere, LLC, a Delaware limited
                     liability company;
                  Western Pacific Housing-Windflower, L.P., a California limited
                  partnership; WPH-Camino Ruiz, LLC, a Delaware limited
                  liability company; WPH-HPH, LLC, a Delaware limited liability
                  company;

and (ii) each of the Company's Subsidiaries which becomes a guarantor of
Securities pursuant to the provisions of this Indenture. An Unrestricted
Subsidiary may become a Guarantor if it (x) is so designated by resolution of
the Board of Directors of the Company and (y) executes a supplemental indenture
satisfactory to the Trustee.



<PAGE>
                                      -7-



                  "Holder" or "Securityholder" means the person in whose name a
Security is registered on the Registrar's books.

                  "Indebtedness" of any Person means, without duplication, (i)
any liability of such Person (a) for borrowed money or under any reimbursement
obligation relating to a letter of credit or other similar instruments (other
than standby letters of credit issued for the benefit of or surety, performance,
completion or payment bonds, earnest money notes or similar purpose undertakings
or indemnifications issued by, such Person in the ordinary course of business),
(b) evidenced by a bond, note, debenture or similar instrument (including a
purchase money obligation) given in connection with the acquisition of any
businesses, properties or assets of any kind or with services incurred in
connection with capital expenditures (other than any obligation to pay a
contingent purchase price which, as of the date of incurrence thereof is not
required to be recorded as a liability in accordance with GAAP), or (c) in
respect of Capitalized Lease Obligations (to the extent of the Attributable Debt
in respect thereof), (ii) any Indebtedness of others that such Person has
guaranteed to the extent of the guarantee, (iii) to the extent not otherwise
included, the obligations of such Person under Currency Agreements or Interest
Protection Agreements to the extent recorded as liabilities not constituting
Interest Incurred, net of amounts recorded as assets in respect of such
agreements, in accordance with GAAP, and (iv) all Indebtedness of others secured
by a Lien on any asset of such Person, whether or not such Indebtedness is
assumed by such Person; provided, that Indebtedness shall not include accounts
payable, liabilities to trade creditors of such Person or other accrued expenses
arising in the ordinary course of business. The amount of Indebtedness of any
Person at any date shall be (a) the outstanding balance at such date of all
unconditional obligations as described above, net of any unamortized discount to
be accounted for as Interest Expense, in accordance with GAAP, (b) the maximum
liability of such Person for any contingent obligations under clause (ii) above
at such date, net of any unamortized discount to be accounted for as Interest
Expense in accordance with GAAP and (c) in the case of clause (iv) above, the
lesser of (1) the fair market value of any asset subject to a Lien securing the
Indebtedness of others on the date that the Lien attaches and (2) the amount of
the Indebtedness secured.

                  "Indenture" means this Indenture as amended or supplemented
from time to time, including pursuant to any Authorizing Resolution or
supplemental indenture pertaining to any Series.

                  "Initial Securities" means the series A Securities issued
under this Indenture.

                  "Institutional Accredited Investor" means an institution that
is an "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act, who are not also QIBs.

                  "interest" means, with respect to any Series of Securities,
the sum of any interest and any Liquidated Damages on such series of Securities.



<PAGE>
                                      -8-



                  "Interest Expense" of any Person for any period means, without
duplication, the aggregate amount of (i) interest which, in conformity with
GAAP, would be set opposite the caption "interest expense" or any like caption
on an income statement for such Person (including, without limitation, imputed
interest included in Capitalized Lease Obligations, all commissions, discounts
and other fees and charges owed with respect to letters of credit and bankers'
acceptance financing, the net costs (but reduced by net gains) associated with
Currency Agreements and Interest Protection Agreements, amortization of other
financing fees and expenses, the interest portion of any deferred payment
obligation, amortization of discount or premium, if any, and all other noncash
interest expense other than interest and other charges amortized to cost of
sales), and (ii) all interest actually paid by the Company or a Restricted
Subsidiary under any guarantee of Indebtedness (including, without limitation, a
guarantee of principal, interest or any combination thereof) of any Person other
than the Company or any Restricted Subsidiary during such period; provided, that
Interest Expense shall exclude any expense associated with the complete
write-off of financing fees and expenses in connection with the repayment of any
Indebtedness.

                  "Interest Protection Agreement" of any Person means any
interest rate swap agreement, interest rate collar agreement, option or futures
contract or other similar agreement or arrangement designed to protect such
Person or any of its Subsidiaries against fluctuations in interest rates with
respect to Indebtedness permitted to be incurred under this Indenture.

                  "Investments" of any Person means (i) all investments by such
Person in any other Person in the form of loans, advances or capital
contributions, (ii) all guarantees of Indebtedness or other obligations of any
other Person by such person, (iii) all purchases (or other acquisitions for
consideration) by such Person of Indebtedness, Capital Stock or other securities
of any other Person and (iv) all other items that would be classified as
investments in any other Person (including, without limitation, purchases of
assets outside the ordinary course of business) on a balance sheet of such
Person prepared in accordance with GAAP.

                  "Issue Date" means, with respect to any Series of Securities,
the date on which the Securities of such Series are originally issued under this
Indenture.

                  "Lien" means, with respect to any Property, any mortgage,
lien, pledge, charge, security interest or encumbrance of any kind in respect of
such Property. For purposes of this definition, a Person shall be deemed to own,
subject to a Lien, any Property which it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, capital
lease or other title retention agreement relating to such Property.

                  "Liquidated Damages" has the meaning set forth in paragraph 7
of the Initial Security.



<PAGE>
                                      -9-



                  "Non-Recourse Indebtedness" with respect to any Person means
Indebtedness of such Person for which (i) the sole legal recourse for collection
of principal and interest on such Indebtedness is against the specific property
identified in the instruments evidencing or securing such Indebtedness and such
property was acquired with the proceeds of such Indebtedness or such
Indebtedness was incurred within 90 days after the acquisition of such property
and (ii) no other assets of such Person may be realized upon in collection of
principal or interest on such Indebtedness. Indebtedness which is otherwise
Non-Recourse Indebtedness will not lose its character as Non-Recourse
Indebtedness because there is recourse to the borrower, any guarantor or any
other Person for (i) environmental warranties and indemnities, or (ii)
indemnities for and liabilities arising from fraud, misrepresentation,
misapplication or non-payment of rents, profits, insurance and condemnation
proceeds and other sums actually received by the borrower from secured assets to
be paid to the lender, waste and mechanics' liens.

                  "Officer" means the Chairman of the Board, the President, any
Vice President, the Treasurer, the Controller or the Secretary of the Company.

                  "Officers' Certificate" means a certificate signed by two
Officers or by an Officer and an Assistant Treasurer or an Assistant Secretary
of the Company.

                  "Opinion of Counsel" means a written opinion from legal
counsel who is reasonably acceptable to the Trustee. The counsel may be an
employee of or counsel to the Company or the Trustee.

                  "Person" means any individual, corporation, partnership,
limited liability company, joint venture, incorporated or unincorporated
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

                  "Preferred Stock" of any Person means all Capital Stock of
such Person which has a preference in liquidation or with respect to the payment
of dividends.

                  "principal" of a debt security means the principal of the
security plus, when appropriate, the premium, if any, on the security.

                  "Private Placement Legend" means the legend set forth on the
Initial Securities in the form set forth in Section 2.16.

                  "Property" of any Person means all types of real, personal,
tangible, intangible or mixed property owned by such Person, whether or not
included in the most recent consolidated balance sheet of such Person and its
Subsidiaries under GAAP.



<PAGE>
                                      -10-



                  "Qualified Institutional Buyer" or "QIB" shall have the
meaning specified in Rule 144A under the Securities Act.

                  "Registration Rights Agreement" means, with respect to any
issuance of Initial Securities under this Indenture, the registration rights
agreement entered into among the Company, the Guarantors party thereto and the
initial purchasers of such Initial Securities.

                  "Regulation S" means Regulation S under the Securities Act.

                  "Restricted Security" has the meaning assigned to "Restricted
Security" in Rule 144(a)(3) under the Securities Act; provided, however, that
the Trustee shall be entitled to request and conclusively rely on an Opinion of
Counsel with respect to whether any Security constitutes a Restricted Security.

                  "Restricted Subsidiary" means any Subsidiary of the Company
which is not an Unrestricted Subsidiary.

                  "Rule 144A" means Rule 144A under the Securities Act.

                  "SEC" means the Securities and Exchange Commission or any
successor agency performing the duties now assigned to it under the TIA.

                  "Securities" means the Initial Securities and the Exchange
Securities, treated as a single Series, issued under this Indenture.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Series" means a series of Securities established under this
Indenture.

                  "Significant Subsidiary" means any Subsidiary of the Company
which would constitute a "significant subsidiary" as defined in Rule 1.02 of
Regulation S-X under the Securities Act and the Exchange Act.

                  "Subsidiary" of any Person means any corporation or other
entity of which a majority of the Capital Stock having ordinary voting power to
elect a majority of the Board of Directors or other persons performing similar
functions is at the time directly or indirectly owned or controlled by such
Person.

                  "TIA" means the Trust Indenture Act of 1939, as in effect from
time to time.

                  "Trustee" means the party named as such in this Indenture
until a successor replaces it pursuant to this Indenture and thereafter means
the successor serving hereunder.



<PAGE>
                                      -11-



                  "Trust Officer" means the Chairman of the Board, the
President, any Vice President or any other officer or assistant officer of the
Trustee assigned by the Trustee to administer its corporate trust matters.

                  "United States" means the United States of America.

                  "U.S. government obligations" means securities which are (i)
direct obligations of the United States for the payment of which its full faith
and credit is pledged or (ii) obligations of a person controlled or supervised
by and acting as an agency or instrumentality of the United States the payment
of which is unconditionally guaranteed as a full faith and credit obligation by
the United States, which, in either case are not callable or redeemable at the
option of the issuer thereof, and shall also include a depositary receipt issued
by a bank or trust company as custodian with respect to any such U.S. government
obligations or a specific payment of interest on or principal of any such U.S.
government obligation held by such custodian for the account of the holder of a
depositary receipt; provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depositary receipt from any amount received by the custodian in respect of
the U.S. government obligation or the specific payment of interest on or
principal of the U.S. government obligation evidenced by such depositary
receipt.

                  "Unrestricted Subsidiary" means any Subsidiary of the Company
so designated by a resolution adopted by the Board of Directors of the Company
as provided below; provided that (a) the holders of Indebtedness thereof do not
have direct or indirect recourse against the Company or any Restricted
Subsidiary, and neither the Company nor any Restricted Subsidiary otherwise has
liability, for any payment obligations in respect of such Indebtedness
(including any undertaking, agreement or instrument evidencing such
Indebtedness), except, (i) in each case, to the extent that the amount thereof
constitutes a "restricted payment" permitted to be made under any provisions set
forth limiting the making or paying of a "restricted payment" under the
Authorizing Resolution or supplemental indenture pertaining to an applicable
Series ("Restricted Payment Provisions"), (ii) in the case of Non-Recourse
Indebtedness, to the extent such recourse or liability is for the matters
discussed in the last sentence of the definition of "Non-Recourse Indebtedness,"
or (iii) to the extent such Indebtedness is a guarantee by such Subsidiary of
Indebtedness of the Company or a Restricted Subsidiary and (b) no holder of any
Indebtedness of such Subsidiary shall have a right to declare a default on such
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its stated maturity as a result of a default on any Indebtedness of the Company
or any Restricted Subsidiary. Subject to the foregoing, the Board of Directors
of the Company may designate any Subsidiary to be an Unrestricted Subsidiary;
provided, however, that (i) the net amount (the "Designation Amount") then
outstanding of all previous Investments by the Company and the Restricted
Subsidiaries in such Subsidiary will be deemed to be a "restricted payment"
pursuant to any Restricted Payment Provisions at the time of such designation
and will reduce the amount



<PAGE>
                                      -12-



available for other restricted payments under any Restricted Payment Provisions,
to the extent provided therein, (ii) the Company must be permitted under any
Restricted Payment Provisions to make the "restricted payment" deemed to have
been made pursuant to clause (i), and (iii) after giving effect to such
designation, no Default or Event of Default shall have occurred and be
continuing. The Board of Directors of the Company may also redesignate an
Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that
(i) the Indebtedness of such Unrestricted Subsidiary as of the date of such
redesignation could then be incurred under any provisions set forth limiting the
incurrence of Indebtedness under the Authorizing Resolution or supplemental
indenture pertaining to an applicable Series ("Debt Limitation Provisions"),
(ii) immediately after giving effect to such redesignation and the incurrence of
any such additional Indebtedness, the Company and the Restricted Subsidiaries
could incur $1.00 of additional Indebtedness under any debt incurrence covenant
ratio set forth in any Debt Limitation Provisions and (iii) the Liens of such
Unrestricted Subsidiary as of the date of such redesignation could then be
incurred in accordance with any provisions set forth limiting the creation or
existence of Liens under the Authorizing Resolution or supplemental indenture
pertaining to an applicable Series ("Lien Limitation Provisions"). Any such
designation or redesignation by the Board of Directors of the Company will be
evidenced to the Trustee by the filing with the Trustee of a certified copy of
the resolution of the Board of Directors of the Company giving effect to such
designation or redesignation and an Officers' Certificate certifying that such
designation or redesignation complied with the foregoing conditions and setting
forth the underlying calculations of such Officers' Certificate. The designation
of any Person as an Unrestricted Subsidiary shall be deemed to include a
designation of all Subsidiaries of such Person as Unrestricted Subsidiaries;
provided, however, that the ownership of the general partnership interest (or a
similar member's interest in a limited liability company) by an Unrestricted
Subsidiary shall not cause a Subsidiary of the Company of which more than 95% of
the equity interest is held by the Company or one or more Restricted
Subsidiaries to be deemed an Unrestricted Subsidiary.

Section 1.02. Other Definitions.


<Table>
<Caption>
                                                                                                     Defined in
Term                                                                                                  Section
----                                                                                                 ----------
<S>                                                                                                  <C>
"Agent Members"................................................................................          2.15
"Business Day".................................................................................         11.07
"Custodian"....................................................................................          6.01
"Depository"...................................................................................          2.15
"Event of Default".............................................................................          6.01
"Global Securities"............................................................................          2.01(c)
"Legal Holiday"................................................................................         11.07
"Paying Agent".................................................................................          2.03
"Physical Securities"..........................................................................          2.01(c)
"Private Placement Legend".....................................................................          2.16
"Registrar"....................................................................................          2.03
</Table>


<PAGE>
                                      -13-


Section 1.03. Incorporation by Reference of Trust Indenture Act.

                  Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:

                  "Commission" means the SEC.

                  "indenture securities" means the Securities.

                  "indenture security holder" means a Securityholder.

                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
Trustee.

                  "obligor" on the indenture securities means the Company, each
of the Guarantors, or any other obligor on the Securities of a Series or any
Guarantees thereof.

                  All other TIA terms used in this Indenture that are defined by
the TIA, defined by TIA reference to another statute or defined by SEC rule have
the meanings so assigned to them.

Section 1.04. Rules of Construction.

                  Unless the context otherwise requires:

                  (1) a term has the meaning assigned to it;

                  (2) an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP;

                  (3) "or" is not exclusive;

                  (4) words in the singular include the plural, and in the
plural include the singular; and

                  (5) provisions apply to successive events and transactions.


<PAGE>
                                      -14-



                                   ARTICLE TWO

                                 THE SECURITIES

Section 2.01. Form and Dating.

                  (a) The aggregate principal amount of Securities that may be
issued under this Indenture is unlimited. The Securities may be issued from time
to time in one or more Series. Each Series shall be created by an Authorizing
Resolution or a supplemental indenture that establishes the terms of the Series,
which may include the following:

                  (1)      the title of the Series;

                  (2)      the aggregate principal amount (or any limit on the
                           aggregate principal amount) of the Series and, if any
                           Securities of a Series are to be issued at a discount
                           from their face amount, the method of computing the
                           accretion of such discount;

                  (3)      the interest rate or method of calculation of the
                           interest rate;

                  (4)      the date from which interest will accrue;

                  (5)      the record dates for interest payable on Securities
                           of the Series;

                  (6)      the dates when, places where and manner in which
                           principal and interest are payable;

                  (7)      the Registrar and Paying Agent;

                  (8)      the terms of any mandatory (including any sinking
                           fund requirements) or optional redemption by the
                           Company;

                  (9)      the terms of any redemption at the option of Holders;

                  (10)     the denominations in which Securities are issuable;

                  (11)     whether Securities will be issued in registered or
                           bearer form and the terms of any such forms of
                           Securities;

                  (12)     whether any Securities will be represented by a
                           Global Security and the terms of any such Global
                           Security;


<PAGE>
                                      -15-



                  (13)     the currency or currencies (including any composite
                           currency) in which principal or interest or both may
                           be paid;

                  (14)     if payments of principal or interest may be made in a
                           currency other than that in which Securities are
                           denominated, the manner for determining such
                           payments;

                  (15)     provisions for electronic issuance of Securities or
                           issuance of Securities in uncertificated form;

                  (16)     any Events of Default, covenants and/or defined terms
                           in addition to or in lieu of those set forth in this
                           Indenture;

                  (17)     whether and upon what terms Securities may be
                           defeased if different from the provisions set forth
                           in this Indenture;

                  (18)     the form of the Securities, which, unless the
                           Authorizing Resolution or supplemental indenture
                           otherwise provides, shall be in the form of Exhibit A
                           or Exhibit B;

                  (19)     any terms that may be required by or advisable under
                           applicable law;

                  (20)     the percentage of the principal amount of the
                           Securities which is payable if the maturity of the
                           Securities is accelerated in the case of Securities
                           issued at a discount from their face amount;

                  (21)     whether any Securities will not have Guarantees; and

                  (22)     any other terms in addition to or different from
                           those contained in this Indenture.

                  All Securities of one Series need not be issued at the same
time and, unless otherwise provided, a Series may be reopened for issuances of
additional Securities of such Series pursuant to an Authorizing Resolution, an
Officers' Certificate or in any indenture supplemental hereto.

                  The creation and issuance of a Series and the authentication
and delivery thereof are not subject to any conditions precedent.

                  (b) The Initial Securities and the Trustee's certificate of
authentication relating thereto shall be substantially in the form of Exhibit A
hereto. The Exchange Securities and the Trustee's certificate of authentication
relating thereto shall be substantially in the form of Exhibit B hereto. The
Securities may have notations, legends or endorsements required by


<PAGE>
                                      -16-



law, stock exchange rules, agreements to which the Company is subject, if any,
or usage (provided that any such notation, legend or endorsement is in a form
acceptable to the Company). Each Security shall be dated the date of its
authentication. If required, the Securities may bear the appropriate legend
regarding any original issue discount for federal income tax purposes. Each
Security shall have an executed Guarantee from each of the Guarantors.

                  The terms and provisions contained in the Securities, annexed
hereto as Exhibits A and B, shall constitute, and are hereby expressly made, a
part of this Indenture and, to the extent applicable, the Company, the
Guarantors and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby.

                  (c) Global Securities. The Securities offered and sold (1) in
reliance on Rule 144A, (2) in reliance on Regulation S and (3) to a limited
number of Institutional Accredited Investors in a transaction exempt from the
registration requirements of the Securities Act shall be issued initially in the
form of one or more permanent Global Securities ("Global Securities") in
definitive, fully registered form without interest coupons, in substantially the
form of Exhibit A, which shall be deposited on behalf of the purchasers of the
Securities represented thereby with the Trustee, at the Trustee's office in New
York City, as custodian for the Depository, and registered in the name of the
Depository or a nominee of the Depository, duly executed by the Company (and
having an executed Guarantee in the manner set forth in Section 9.08) and
authenticated by the Trustee as hereinafter provided and shall bear the legend
set forth in Section 2.16. The aggregate principal amount of the Global
Securities may from time to time be increased or decreased by adjustments made
on the records of the Trustee and the Depository or its nominee in the limited
circumstances hereinafter provided.

                  Securities issued in exchange for interests in Global
Securities pursuant to Section 2.15 may be issued in the form of permanent
certificated Securities in registered form in substantially the form set forth
in Exhibit A (the "Physical Securities").

Section 2.02. Execution and Authentication.

                  Two Officers shall sign the Securities for the Company by
manual or facsimile signature. The Company's seal shall be reproduced on the
Securities. Each Guarantor shall execute the Guarantee in the manner set forth
in Section 9.08.

                  If an Officer whose signature is on a Security no longer holds
that office at the time the Trustee authenticates the Security, the Security
shall nevertheless be valid.

                  A Security shall not be valid until the Trustee manually signs
the certificate of authentication on the Security. The signature shall be
conclusive evidence that the Security has been authenticated under this
Indenture.


<PAGE>
                                      -17-


                  The Trustee shall authenticate Securities for original issue
upon receipt of an Officers' Certificate of the Company. Each Security shall be
dated the date of its authentication.

Section 2.03. Registrar and Paying Agent.

                  The Company shall maintain an office or agency where
Securities may be presented for registration of transfer or for exchange
("Registrar"), an office or agency where Securities may be presented for payment
("Paying Agent") and an office or agency where notices and demands to or upon
the Company in respect of the Securities and this Indenture may be served. The
Registrar shall keep a register of the Securities and of their transfer and
exchange. The Company may have one or more co-Registrars and one or more
additional paying agents. The term "Paying Agent" includes any additional paying
agent.

                  The Company shall enter into an appropriate agency agreement
with any Agent not a party to this Indenture. The agreement shall implement the
provisions of this Indenture that relate to such Agent. The Company shall
promptly notify the Trustee in writing of the name and address of any such Agent
and the Trustee shall have the right to inspect the Securities register at all
reasonable times to obtain copies thereof, and the Trustee shall have the right
to rely upon such register as to the names and addresses of the Holders and the
principal amounts and certificate numbers thereof. If the Company fails to
maintain a Registrar or Paying Agent or fails to give the foregoing notice, the
Trustee shall act as such.

                  The Company initially appoints the Trustee as Registrar and
Paying Agent.

Section 2.04. Paying Agent to Hold Money in Trust.

                  Each Paying Agent shall hold in trust for the benefit of
Securityholders and the Trustee all money held by the Paying Agent for the
payment of principal of or interest on the Securities, and shall notify the
Trustee of any default by the Company in making any such payment. If the Company
or a Subsidiary acts as Paying Agent, it shall segregate the money and hold it
as a separate trust fund. The Company at any time may require a Paying Agent to
pay all money held by it to the Trustee. Upon doing so the Paying Agent shall
have no further liability for the money.

Section 2.05. Securityholder Lists.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Securityholders. If the Trustee is not the Registrar, the Company
shall furnish to the Trustee at least 5 Business Days before each semiannual
interest payment date and at such other times as the Trustee may request in


<PAGE>
                                      -18-



writing a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of Securityholders.

Section 2.06. Transfer and Exchange.

                  Where a Security is presented to the Registrar or a
co-Registrar with a request to register a transfer, the Registrar shall register
the transfer as requested if the requirements of Section 8-401(1) of the New
York Uniform Commercial Code are met. Where Securities are presented to the
Registrar or a co-Registrar with a request to exchange them for an equal
principal amount of Securities of other denominations, the Registrar shall make
the exchange as requested if the same requirements are met. To permit transfers
and exchanges, the Trustee shall authenticate Securities at the Registrar's
request. The Registrar need not transfer or exchange any Security selected for
redemption, except the unredeemed part thereof if the Security is redeemed in
part, or transfer or exchange any Securities for a period of 15 days before a
selection of Securities to be redeemed. Any exchange or transfer shall be
without charge, except that the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto except in the case of exchanges pursuant to 2.09, 3.06, or 10.05 not
involving any transfer.

Section 2.07. Replacement Securities.

                  If the Holder of a Security claims that the Security has been
lost, destroyed, mutilated or wrongfully taken, the Company shall issue and,
upon written request of any Officer of the Company, the Trustee shall
authenticate a replacement Security, provided in the case of a lost, destroyed
or wrongfully taken Security, that the requirements of Section 8-405 of the New
York Uniform Commercial Code are met. If any such lost, destroyed, mutilated or
wrongfully taken Security shall have matured or shall be about to mature, the
Company may, instead of issuing a substitute Security therefor, pay such
Security without requiring (except in the case of a mutilated Security) the
surrender thereof. An indemnity bond must be sufficient in the judgment of the
Company and the Trustee to protect the Company, the Trustee or any Agent from
any loss which any of them may suffer if a Security is replaced, including the
acquisition of such Security by a bona fide purchaser. The Company or the
Trustee may charge for its expenses in replacing a Security.

Section 2.08. Outstanding Securities.

                  Securities outstanding at any time are all Securities
authenticated by the Trustee except for those cancelled by it and those
described in this Section. A Security does not cease to be outstanding because
the Company, any Guarantor or one of their Affiliates holds the Security.


<PAGE>
                                      -19-


                  If a Security is replaced pursuant to Section 2.07, it ceases
to be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

                  If the Paying Agent holds on a redemption date or maturity
date money sufficient to pay Securities payable on that date, then on and after
that date such Securities cease to be outstanding and interest on them ceases to
accrue.

                  Subject to the foregoing provisions of this Section, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

Section 2.09. Temporary Securities.

                  Until definitive Securities are ready for delivery, the
Company may prepare and the Trustee shall authenticate temporary Securities.
Temporary Securities shall be substantially in the form of definitive Securities
but may have variations that the Company considers appropriate for temporary
Securities. Without unreasonable delay, the Company shall prepare and, upon
surrender for cancellation of the temporary Security, the Company and the
Guarantors shall execute and the Trustee shall authenticate definitive
Securities in exchange for temporary Securities. Until so exchanged, the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities authenticated and delivered
hereunder.

Section 2.10. Cancellation.

                  The Company at any time may deliver Securities to the Trustee
for cancellation. The Registrar and Paying Agent shall forward to the Trustee
any Securities surrendered to them for registration of transfer, exchange,
redemption or payment. The Trustee and no one else shall cancel and destroy, or
retain in accordance with its standard retention policy, all Securities
surrendered for registration or transfer, exchange, redemption, paying or
cancellation. Unless the Authorizing Resolution so provides, the Company may not
issue new Securities to replace Securities that it has previously paid or
delivered to the Trustee for cancellation.

Section 2.11. Defaulted Interest.

                  If the Company defaults in a payment of interest on the
Securities, it shall pay the defaulted interest plus any interest payable on the
defaulted interest to the persons who are Securityholders on a subsequent
special record date. The Company shall fix such special record date and a
payment date which shall be reasonably satisfactory to the Trustee. At least 15
days before such special record date, the Company shall mail to each
Securityholder a notice


<PAGE>
                                      -20-



that states the record date, the payment date and the amount of defaulted
interest to be paid. On or before the date such notice is mailed, the Company
shall deposit with the Paying Agent money sufficient to pay the amount of
defaulted interest to be so paid. The Company may pay defaulted interest in any
other lawful manner if, after notice given by the Company to the Trustee of the
proposed payment, such manner of payment shall be deemed practicable by the
Trustee.

Section 2.12. Treasury Securities.

                  In determining whether the Holders of the required principal
amount of Securities of a Series have concurred in any direction, waiver,
consent or notice, Securities owned by the Company, the Guarantors or any of
their respective Affiliates shall be considered as though they are not
outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Securities which the Trustee actually knows are so owned shall be so considered.

Section 2.13. CUSIP Numbers.

                  The Company in issuing the Securities of any Series may use a
"CUSIP" number, and if so, the Trustee shall use the CUSIP number in notices of
redemption or exchange as a convenience to Holders of such Securities; provided
that no representation is hereby deemed to be made by the Trustee as to the
correctness or accuracy of any such CUSIP number printed in the notice or on
such Securities, and that reliance may be placed only on the other
identification numbers printed on such Securities. The Company shall promptly
notify the Trustee of any change in any CUSIP number.

Section 2.14. Deposit of Moneys.

                  Prior to 11:00 a.m. New York City time on each interest
payment date and maturity date with respect to each Series of Securities, the
Company shall have deposited with the Paying Agent in immediately available
funds money sufficient to make cash payments due on such interest payment date
or maturity date, as the case may be, in a timely manner which permits the
Paying Agent to remit payment to the Holders on such interest payment date or
maturity date, as the case may be.

Section 2.15. Book-Entry Provisions for Global Security.

                  (a) Any Global Security of a Series initially shall (i) be
registered in the name of the depository who shall be identified in the
Authorizing Resolution or supplemental indenture relating to such Securities
(the "Depository") or the nominee of such Depository, (ii) be delivered to the
Trustee as custodian for such Depository and (iii) bear any required legends.


<PAGE>
                                      -21-


                  Members of, or participants in, the Depository ("Agent
Members") shall have no rights under this Indenture with respect to any Global
Security held on their behalf by the Depository, or the Trustee as its
custodian, or under the Global Security, and the Depository may be treated by
the Company, the Trustee and any agent of the Company or the Trustee as the
absolute owner of the Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depository
or impair, as between the Depository and its Agent Members, the operation of
customary practices governing the exercise of the rights of a Holder of any
Security.

                  (b) Transfers of any Global Security shall be limited to
transfers in whole, but not in part, to the Depository, its successors or their
respective nominees. Interests of beneficial owners in the Global Security may
be transferred or exchanged for definitive Securities in accordance with the
rules and procedures of the Depository. In addition, definitive Securities shall
be transferred to all beneficial owners in exchange for their beneficial
interests in a Global Security if (i) the Depository notifies the Company that
it is unwilling or unable to continue as Depository for the Global Security and
a successor depository is not appointed by the Company within 90 days of such
notice or (ii) an Event of Default has occurred and is continuing and the
Registrar has received a request from the Depository to issue definitive
Securities.

                  (c) In connection with any transfer or exchange of a portion
of the beneficial interest in any Global Security to beneficial owners pursuant
to paragraph (b), the Registrar shall (if one or more definitive Securities are
to be issued) reflect on its books and records the date and a decrease in the
principal amount of the Global Security in an amount equal to the principal
amount of the beneficial interest in the Global Security to be transferred, and
the Company and the Guarantors shall execute, and the Trustee shall authenticate
and deliver, one or more definitive Securities of like tenor and amount.

                  (d) In connection with the transfer of an entire Global
Security to beneficial owners pursuant to paragraph (b), the Global Security
shall be deemed to be surrendered to the Trustee for cancellation, and the
Company and the Guarantors shall execute, and the Trustee shall authenticate and
deliver, to each beneficial owner identified by the Depository in exchange for
its beneficial interest in the Global Security, an equal aggregate principal
amount of definitive Securities of authorized denominations.

                  (e) The Holder of any Global Security may grant proxies and
otherwise authorize any person, including Agent Members and persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Securities of such Series.


<PAGE>
                                      -22-



                  (f) Each Global Security shall also bear the following legend
on the face thereof:

                  Unless and until it is exchanged in whole or in part for
         securities in definitive form, this security may not be transferred
         except as a whole by the depository to a nominee of the depository, or
         by any such nominee of the depository, or by the depository or nominee
         of such successor depository or any such nominee to a successor
         depository or a nominee of such successor depository. Unless this
         certificate is presented by an authorized representative of The
         Depository Trust Company, a New York corporation ("DTC"), to an issuer
         or its agent for registration of transfer, exchange or payment, and any
         certificate issued is registered in the name of Cede & Co. or such
         other name as is requested by an authorized representative of DTC (and
         any payment hereon is made to Cede & Co. or to such other entity as is
         requested by an authorized representative of DTC), any transfer, pledge
         or other use hereof for value or otherwise by or to any person is
         wrongful inasmuch as the registered owner hereof, Cede & Co., has an
         interest herein.

                  Transfers of this global security shall be limited to
         transfers in whole, but not in part, to nominees of Cede & Co. or to a
         successor thereof or such successor's nominee and transfers of portions
         of this global security shall be limited to transfers made in
         accordance with the restrictions set forth in Section 2.17 of the
         Indenture referred to herein.

Section 2.16. Restrictive Legends.

                  Restrictive Legends. Each Global Security and Physical
Security that constitutes a Restricted Security or is sold in compliance with
Regulation S shall bear the following legend (the "Private Placement Legend") on
the face thereof until after the second anniversary of the later of the Issue
Date and the last date on which the Company or any Affiliate was the owner of
such Security (or any predecessor note) (or such shorter period of time as
permitted by Rule 144(k) under the Securities Act or any successor provision
thereunder), or such longer period of time as may be required under the
Securities Act or applicable state securities laws in the opinion of counsel for
the Company, unless otherwise agreed by the Company and the Holder thereof:

                  This security has not been registered under the Securities Act
         of 1933, as amended (the "Securities Act"), and neither this security
         nor any interest or participation herein (or therein) may be offered,
         sold, assigned, transferred, pledged, encumbered or otherwise disposed
         of in the absence of such registration or unless such transaction is
         exempt from, or not subject to, the registration requirements of the
         Securities Act or any applicable state securities laws. The


<PAGE>
                                      -23-



         holder hereof, by its acceptance of this security, agrees for the
         benefit of the issuer that this security may not be offered, sold,
         pledged or otherwise transferred prior to the expiration of the holding
         period under Rule 144(k) under the Securities Act which is applicable
         to this security (the "Resale Restriction Termination Date") other than
         (1) to either issuer or its subsidiaries, (2) so long as this security
         is eligible for resale pursuant to Rule 144A under the Securities Act
         ("Rule 144A"), to a person who the seller reasonably believes is a
         "qualified institutional buyer" within the meaning of Rule 144A
         purchasing for its own account or for the account of a qualified
         institutional buyer, in each case to whom notice is given that the
         resale, pledge or other transfer is being made in reliance on Rule 144A
         (as indicated by the box checked by the transferor on the certificate
         of transfer on the reverse of this security if this security is not in
         book-entry form), (3) to a non-"U.S. person" in an "offshore
         transaction" (as such terms are defined in Regulation S under the
         Securities Act) in accordance with Regulation S under the Securities
         Act (as indicated by the box checked by the transferor on the
         certificate of transfer on the reverse of this security if this
         security is not in book-entry form), (4) to an institutional
         "accredited investor" (as defined in Rule 501 (a)(1), (2), (3) or (7)
         of the Securities Act (an "Institutional Accredited Investor")) that,
         prior to such transfer, furnishes the trustee for the securities a
         signed letter containing certain representations and agreements (the
         form of which can be obtained from the trustee), (5) pursuant to any
         other available exemption from, or transaction not subject to, the
         registration requirements of the Securities Act, including the
         exemption provided by Rule 144 under the Securities Act, if available,
         or (6) pursuant to an effective registration statement under the
         Securities Act, subject in each of the foregoing cases to any
         requirement of law that the disposition of its property or the property
         of such investor account or accounts be at all times within its or
         their control, and subject to the right of the issuer or the Trustee
         for the securities prior to any such sale, pledge or other transfer
         pursuant to clause (4) or (5) above to require the delivery of an
         opinion of counsel, certifications and/or other information
         satisfactory to each of them. This legend will be removed upon request
         of the holder on or after the Resale Restriction Termination Date.

Section 2.17. Special Transfer Provisions.

                  (a) Transfers to Non-QIB Institutional Accredited Investors
and Non-U.S. Persons. The following provisions shall apply with respect to the
registration of any proposed transfer of a Security constituting a Restricted
Security to any Institutional Accredited Investor which is not a QIB or to any
Non-U.S. Person:


<PAGE>
                                      -24-



                    (i) the Registrar shall register the transfer of any
         Security constituting a Restricted Security whether or not such
         Security bears the Private Placement Legend, if (x) the requested
         transfer is after the second anniversary of the Issue Date (provided,
         however, that neither the Company nor any Affiliate of the Company has
         held any beneficial interest in such Security, or portion thereof, at
         any time on or prior to the second anniversary of the Issue Date) or
         (y) (1) in the case of a transfer to an Institutional Accredited
         Investor which is not a QIB (excluding Non-U.S. Persons), the proposed
         transferee has delivered to the Registrar a certificate substantially
         in the form of Exhibit C hereto and any legal opinions and
         certifications required thereby or (2) in the case of a transfer to a
         Non-U.S. Person, the proposed transferor has delivered to the Registrar
         a certificate substantially in the form of Exhibit D hereto; and

                   (ii) if the proposed transferor is an Agent Member holding a
         beneficial interest in the Global Security, upon receipt by the
         Registrar of (x) the certificate, if any, required by paragraph (i)
         above and (y) written instructions given in accordance with the
         Depository's and the Registrar's procedures,

whereupon (a) the Registrar shall reflect on its books and records the date and
(if the transfer does not involve a transfer of outstanding Physical Securities)
a decrease in the principal amount of such Global Security in an amount equal to
the principal amount of the beneficial interest in the Global Security to be
transferred, and (b) the Company shall execute, the Guarantors shall execute the
Guarantee on, and the Trustee shall authenticate and deliver, one or more
Physical Securities of like tenor and amount.

                  (b) Transfers to QIBs. The following provisions shall apply
with respect to the registration of any proposed transfer of a Security
constituting a Restricted Security to a QIB (excluding transfers to Non-U.S.
Persons):

                    (i) the Registrar shall register the transfer if such
         transfer is being made by a proposed transferor who has checked the box
         provided for on the form of Security stating, or has otherwise advised
         the Company and the Registrar in writing, that the sale has been made
         in compliance with the provisions of Rule 144A to a transferee who has
         signed the certification provided for on the form of Security stating,
         or has otherwise advised the Company and the Registrar in writing, that
         it is purchasing the Security for its own account or an account with
         respect to which it exercises sole investment discretion and that it
         and any such account is a QIB within the meaning of Rule 144A, and is
         aware that the sale to it is being made in reliance on Rule 144A and
         acknowledges that it has received such information regarding the
         Company as it has requested pursuant to Rule 144A or has determined not
         to request such information and that it is aware that the transferor is
         relying upon its foregoing representations in order to claim the
         exemption from registration provided by Rule 144A; and


<PAGE>
                                      -25-



                   (ii) if the proposed transferee is an Agent Member, and the
         Securities to be transferred consist of Physical Securities which after
         transfer are to be evidenced by an interest in a Global Security, upon
         receipt by the Registrar of written instructions given in accordance
         with the Depository's and the Registrar's procedures, the Registrar
         shall reflect on its books and records the date and an increase in the
         principal amount of such Global Security in an amount equal to the
         principal amount of the Physical Securities to be transferred, and the
         Trustee shall cancel the Physical Securities so transferred.

                  (c) Private Placement Legend. Upon the transfer, exchange or
replacement of Securities not bearing the Private Placement Legend, the
Registrar shall deliver Securities that do not bear the Private Placement
Legend. Upon the transfer, exchange or replacement of Securities bearing the
Private Placement Legend, the Registrar shall deliver only Securities that bear
the Private Placement Legend unless (i) the requested transfer is after the
second anniversary of the Issue Date (provided, however, that neither the
Company nor any Affiliate of the Company has held any beneficial interest in
such Security, or portion thereof, at any time prior to or on the second
anniversary of the Issue Date), or (ii) there is delivered to the Registrar an
Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the
effect that neither such legend nor the related restrictions on transfer are
required in order to maintain compliance with the provisions of the Securities
Act.

                  (d) General. By its acceptance of any Security bearing the
Private Placement Legend, each Holder of such a Security acknowledges the
restrictions on transfer of such Security set forth in this Indenture and in the
Private Placement Legend and agrees that it will transfer such Security only as
provided in this Indenture.

                  The Registrar shall retain copies of all letters, notices and
other written communications received pursuant to Section 2.06 or this Section
2.17. The Company shall have the right to inspect and make copies of all such
letters, notices or other written communications at any reasonable time during
the Registrar's normal business hours upon the giving of reasonable written
notice to the Registrar.

                  (e) Transfers of Securities Held by Affiliates. Any
certificate (i) evidencing a Security that has been transferred to an Affiliate
of the Company within two years after the Issue Date, as evidenced by a notation
on the Assignment Form for such transfer or in the representation letter
delivered in respect thereof or (ii) evidencing a Security that has been
acquired from an Affiliate (other than by an Affiliate) in a transaction or a
chain of transactions not involving any public offering, shall, until two years
after the last date on which either the Company or any Affiliate of the Company
was an owner of such Security, in each case, bear a legend in substantially the
form set forth in Section 2.16, unless otherwise agreed by the Company (with
written notice thereof to the Trustee).


<PAGE>
                                      -26-



                                  ARTICLE THREE

                                   REDEMPTION

Section 3.01. Notices to Trustee.

                  Securities of a Series that are redeemable prior to maturity
shall be redeemable in accordance with their terms and, unless the Authorizing
Resolution or supplemental indenture provides otherwise, in accordance with this
Article.

                  If the Company wants to redeem Securities pursuant to
Paragraph 5 of the Securities, it shall notify the Trustee in writing of the
Redemption Date and the principal amount of Securities to be redeemed. Any such
notice may be cancelled at any time prior to notice of such redemption being
mailed to Holders. Any such cancelled notice shall be void and of no effect.

                  If the Company wants to credit any Securities previously
redeemed, retired or acquired against any redemption pursuant to Paragraph 6 of
the Securities, it shall notify the Trustee of the amount of the credit and it
shall deliver any Securities not previously delivered to the Trustee for
cancellation with such notice.

                  The Company shall give each notice provided for in this
Section 3.01 at least 30 days before the notice of any such redemption is to be
mailed to Holders (unless a shorter notice shall be satisfactory to the
Trustee).

Section 3.02. Selection of Securities to be Redeemed.

                  If fewer than all of the Securities of a Series are to be
redeemed, the Trustee shall select the Securities to be redeemed by a method the
Trustee considers fair and appropriate. The Trustee shall make the selection
from Securities outstanding not previously called for redemption and shall
promptly notify the Company of the serial numbers or other identifying
attributes of the Securities so selected. The Trustee may select for redemption
portions of the principal of Securities that have denominations larger than the
minimum denomination for the Series. Securities and portions of them it selects
shall be in amounts equal to the minimum denomination for the Series or an
integral multiple thereof. Provisions of this Indenture that apply to Securities
called for redemption also apply to portions of Securities called for
redemption.


<PAGE>
                                      -27-



Section 3.03. Notice of Redemption.

                  At least 30 days but not more than 60 days before a redemption
date, the Company shall mail a notice of redemption by first-class mail, postage
prepaid, to each Holder of Securities to be redeemed.

                  The notice shall identify the Securities to be redeemed and
shall state:

                  (1) the redemption date;

                  (2) the redemption price;

                  (3) the name and address of the Paying Agent;

                  (4) that Securities called for redemption must be surrendered
         to the Paying Agent to collect the redemption price;

                  (5) that interest on Securities called for redemption ceases
         to accrue on and after the redemption date; and

                  (6) that the Securities are being redeemed pursuant to the
         mandatory redemption or the optional redemption provisions, as
         applicable.

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall deliver to the Trustee at least 15 days prior to the date on which
notice of redemption is to be mailed or such shorter period as may be
satisfactory to the Trustee, an Officers' Certificate requesting that the
Trustee give such notice and setting forth the information to be stated in such
notice as provided in the preceding paragraph.

Section 3.04. Effect of Notice of Redemption.

                  Once notice of redemption is mailed, Securities called for
redemption become due and payable on the redemption date and at the redemption
price as set forth in the notice of redemption. Upon surrender to the Paying
Agent, such Securities shall be paid at the redemption price, plus accrued
interest to the redemption date.

Section 3.05. Deposit of Redemption Price.

                  On or before the redemption date, the Company shall deposit
with the Paying Agent immediately available funds sufficient to pay the
redemption price of and accrued interest on all Securities to be redeemed on
that date.



<PAGE>
                                      -28-



Section 3.06. Securities Redeemed in Part.

                  Upon surrender of a Security that is redeemed in part, the
Company and the Guarantors shall execute and the Trustee shall authenticate for
each Holder a new Security equal in principal amount to the unredeemed portion
of the Security surrendered.

                                  ARTICLE FOUR

                                    COVENANTS

Section 4.01. Payment of Securities.

                  The Company shall pay the principal of and interest on a
Series on the dates and in the manner provided in the Securities of the Series.
An installment of principal or interest shall be considered paid on the date it
is due if the Paying Agent holds on that date money designated for and
sufficient to pay the installment.

                  The Company shall pay interest on overdue principal at the
rate borne by the Series; it shall pay interest on overdue installments of
interest at the same rate.

Section 4.02. Maintenance of Office or Agency.

                  The Company shall maintain the office or agency required under
Section 2.03. The Company shall give prior written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the address of the
Trustee.

Section 4.03. Compliance Certificate.

                  The Company shall deliver to the Trustee within 120 days after
the end of each fiscal year of the Company an Officers' Certificate stating
whether or not the signers know of any Default by the Company in performing any
of its obligations under this Indenture. If they do know of such a Default, the
certificate shall describe the Default.

Section 4.04. Payment of Taxes; Maintenance of Corporate Existence; Maintenance
of Properties.

                  The Company will:

                  (a) cause to be paid and discharged all lawful taxes,
         assessments and governmental charges or levies imposed upon the Company
         and its Restricted Subsidiaries


<PAGE>
                                      -29-



         or upon the income or profits of the Company and its Restricted
         Subsidiaries or upon property or any part thereof belonging to the
         Company and its Restricted Subsidiaries before the same shall be in
         default, as well as all lawful claims for labor, materials and supplies
         which, if unpaid, might become a lien or charge upon such property or
         any part thereof; provided, however, that the Company shall not be
         required to cause to be paid or discharged any such tax, assessment,
         charge, levy or claim so long as the validity or amount thereof shall
         be contested in good faith by appropriate proceedings and the
         nonpayment thereof does not, in the judgment of the Company, materially
         adversely affect the ability of the Company and the Restricted
         Subsidiaries to pay all obligations under this Indenture when due; and
         provided further that the Company shall not be required to cause to be
         paid or discharged any such tax, assessment, charge, levy or claim if,
         in the judgment of the Company, such payment shall not be advantageous
         to the Company in the conduct of its business and if the failure so to
         pay or discharge does not, in its judgment, materially adversely affect
         the ability of the Company and the Restricted Subsidiaries to pay all
         obligations under this Indenture when due;

                  (b) cause to be done all things necessary to preserve and keep
         in full force and effect the corporate existence of the Company and
         each of its Restricted Subsidiaries and to comply with all applicable
         laws; provided, however, that nothing in this subsection (b) shall
         prevent a consolidation or merger of the Company or any Restricted
         Subsidiary not prohibited by the provisions of Article Five, Article
         Nine or any other provision or the Authorizing Resolution or
         supplemental indenture pertaining to a Series, and the Company need not
         maintain the corporate existence of an immaterial Restricted Subsidiary
         which is not a Guarantor; and

                  (c) at all times keep, maintain and preserve all the property
         of the Company and the Restricted Subsidiaries in good repair, working
         order and condition (reasonable wear and tear excepted) and from time
         to time make all needful and proper repairs, renewals, replacements,
         betterments and improvements thereto, so that the business carried on
         in connection therewith may be properly and advantageously conducted at
         all times; provided, however, that nothing in this subsection (c) shall
         prevent the Company from discontinuing the operation and maintenance of
         any such properties if such discontinuance is, in the judgment of the
         Company, desirable in the conduct of its business and not
         disadvantageous in any material respect to the ability of the Company
         and the Restricted Subsidiaries to pay all obligations under this
         Indenture when due.

Section 4.05. Additional Guarantors.

                  If the Company or any of the Guarantors transfers or causes to
be transferred, in one transaction or a series of related transactions, any
property to any Restricted Subsidiary of the Company that is not a Guarantor, or
if the Company or any of the Guarantors shall organize,


<PAGE>
                                      -30-



acquire or otherwise invest in another Subsidiary which becomes a Restricted
Subsidiary, then such transferee or acquired or other Subsidiary shall (i)
execute and deliver to the Trustee a supplemental indenture in form reasonably
satisfactory to the Trustee pursuant to which such Subsidiary shall
unconditionally guarantee all of the Company's obligations under the Securities
of any Series that has the benefit of Guarantees of other Subsidiaries of the
Company and this Indenture (as it relates to all such Series) on the terms set
forth in this Indenture and (ii) deliver to the Trustee an Opinion of Counsel
that such supplemental indenture has been duly authorized, executed and
delivered by such Subsidiary and constitutes a legal, valid, binding and
enforceable obligation of such Subsidiary. Thereafter, such Subsidiary shall be
a Guarantor for all purposes of this Indenture (as it relates to all such
Series).

Section 4.06. Waiver of Stay, Extension or Usury Laws.

                  The Company and the Guarantors covenant (to the extent that
they may lawfully do so) that they will not at any time insist upon, plead, or
in any manner whatsoever claim or take the benefit or advantage of, any stay or
extension law or any usury law or other law that would prohibit or forgive the
Company or any Guarantor from paying all or any portion of the principal of or
interest on the Securities as contemplated herein, wherever enacted, now or at
any time hereafter in force, or which may affect the covenants or the
performance of this Indenture; and (to the extent that may lawfully do so) the
Company and the Guarantors hereby expressly waive all benefit or advantage of
any such law, and covenant that they will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

Section 5.01. When Company May Merge, etc.

                  The Company shall not consolidate with or merge with or into,
any other corporation, or transfer all or substantially all of its assets to,
any entity unless permitted by law and unless (1) the resulting, surviving or
transferee entity, which shall be a corporation organized and existing under the
laws of the United States or a State thereof, assumes by supplemental indenture,
in a form reasonably satisfactory to the Trustee, all of the obligations of the
Company under the Securities and this Indenture and (2) immediately after giving
effect to, and as a result of, such transaction, no Default or Event of Default
shall have occurred and be continuing. Thereafter such successor corporation or
corporations shall succeed to and be substituted for the Company with the same
effect as if it had been named herein as the "Company" and all such obligations
of the predecessor corporation shall terminate.



<PAGE>
                                      -31-



                  The Company shall deliver to the Trustee prior to the
consummation of the proposed transaction an Officers' Certificate to the
foregoing effect and an Opinion of Counsel stating that the proposed transaction
and such supplemental indenture comply with this Indenture.

                  To the extent that an Authorizing Resolution or supplemental
indenture pertaining to any Series provides for different provisions relating to
the subject matter of this Article Five, the provisions in such Authorizing
Resolution or supplemental indenture shall govern for purposes of such Series.

                                   ARTICLE SIX

                              DEFAULTS AND REMEDIES

Section 6.01. Events of Default.

                  An "Event of Default" on a Series occurs if, voluntarily or
involuntarily, whether by operation of law or otherwise, any of the following
occurs:

                    (1) the failure by the Company to pay interest on any
         Security of such Series when the same becomes due and payable and the
         continuance of any such failure for a period of 30 days;

                    (2) the failure by the Company to pay the principal or
         premium of any Security of such Series when the same becomes due and
         payable at maturity, upon acceleration or otherwise;

                    (3) the failure by the Company or any Restricted Subsidiary
         to comply with any of its agreements or covenants in, or provisions of,
         the Securities of such Series, the Guarantees (as they relate thereto)
         or this Indenture (as they relate thereto) and such failure continues
         for the period and after the notice specified below (except in the case
         of a default with respect to any Change of Control Provisions or
         Article Five (or any replacement provisions as contemplated by Article
         Five), which will constitute Events of Default with notice but without
         passage of time);

                    (4) the acceleration of any Indebtedness (other than
         Non-Recourse Indebtedness) of the Company or any Restricted Subsidiary
         in an amount of $20 million or more, individually or in the aggregate,
         and such acceleration does not cease to exist, or such Indebtedness is
         not satisfied, in either case within five days after such acceleration;

                    (5) the failure by the Company or any Restricted Subsidiary
         to make any principal or interest payment in an amount of $20 million
         or more, individually or in the


<PAGE>
                                      -32-



         aggregate, in respect of Indebtedness (other than Non-Recourse
         Indebtedness) of the Company or any Restricted Subsidiary within five
         days of such principal or interest becoming due and payable (after
         giving effect to any applicable grace period set forth in the documents
         governing such Indebtedness);

                    (6) a final judgment or judgments in an amount of $20
         million or more, individually or in the aggregate, for the payment of
         money having been entered by a court or courts of competent
         jurisdiction against the Company or any of its Restricted Subsidiaries
         and such judgment or judgments is not satisfied, stayed, annulled or
         rescinded within 60 days of being entered;

                    (7) the Company or any Restricted Subsidiary that is a
         Significant Subsidiary pursuant to or within the meaning of any
         Bankruptcy Law:

                           (A) commences a voluntary case,

                           (B) consents to the entry of an order for relief
                  against it in an involuntary case,

                           (C) consents to the appointment of a Custodian of it
                  or for all or substantially all of its property, or

                           (D) makes a general assignment for the benefit of its
                  creditors;

                  (8) a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that:

                           (A) is for relief against the Company or any
                  Restricted Subsidiary that is a Significant Subsidiary as
                  debtor in an involuntary case,

                           (B) appoints a Custodian of the Company or any
                  Restricted Subsidiary that is a Significant Subsidiary or a
                  Custodian for all or substantially all of the property of the
                  Company or any Restricted Subsidiary that is a Significant
                  Subsidiary, or

                           (C) orders the liquidation of the Company or any
                  Restricted Subsidiary that is a Significant Subsidiary,

         and the order or decree remains unstayed and in effect for 60 days; or

                  (9) any Guarantee of a Guarantor which is a Significant
         Subsidiary ceases to be in full force and effect (other than in
         accordance with the terms of such Guarantee and the Indenture) or is
         declared null and void and unenforceable or found to be invalid


<PAGE>
                                      -33-



         or any Guarantor denies its liability under its Guarantee (other than
         by reason of release of a Guarantor from its Guarantee in accordance
         with the terms of the Indenture and the Guarantee).

                  A Default as described in sub-clause (3) above will not be
deemed an Event of Default until the Trustee notifies the Company, or the
Holders of at least 25 percent in principal amount of the then outstanding
Securities of the applicable Series notify the Company and the Trustee, of the
Default and (except in the case of a default with respect to any Change of
Control Provisions or Article Five (or any replacement provisions as
contemplated by Article Five)) the Company does not cure the Default within 60
days after receipt of the notice. The notice must specify the Default, demand
that it be remedied and state that the notice is a "Notice of Default." If such
a Default is cured within such time period, it ceases.

                  The term "Custodian" means any receiver, trustee, assignee,
liquidator, custodian or similar official under any Bankruptcy Law.

Section 6.02. Acceleration.

                  If an Event of Default (other than an Event of Default with
respect to the Company resulting from sub-clauses (7) or (8) above), shall have
occurred and be continuing under the Indenture, the Trustee by notice to the
Company, or the Holders of at least 25 percent in principal amount of the
Securities of the applicable Series then outstanding by notice to the Company
and the Trustee, may declare all Securities of such Series to be due and payable
immediately. Upon such declaration of acceleration, the amounts due and payable
on the Securities of such Series will be due and payable immediately. If an
Event of Default with respect to the Company specified in sub-clauses (7) or (8)
above occurs, all amounts due and payable on the Securities of such Series will
ipso facto become and be immediately due and payable without any declaration,
notice or other act on the part of the Trustee and the Company or any Holder.
The Holders of a majority in principal amount of the Securities of such Series
then outstanding by written notice to the Trustee and the Company may waive any
Default or Event of Default (other than any Default or Event of Default in
payment of principal or interest) with respect to such Series of Securities
under the Indenture. Holders of a majority in principal amount of the then
outstanding Securities of such Series may rescind an acceleration with respect
to such Series and its consequence (except an acceleration due to nonpayment of
principal or interest on the Securities of such Series) if the rescission would
not conflict with any judgment or decree and if all existing Events of Default
have been cured or waived.

                  No such rescission shall extend to or shall affect any
subsequent Event of Default, or shall impair any right or power consequent
thereon.

<PAGE>
                                      -34-



Section 6.03. Other Remedies.

                  If an Event of Default on a Series occurs and is continuing,
the Trustee may pursue any available remedy by proceeding at law or in equity to
collect the payment of principal of or interest on the Series or to enforce the
performance of any provision in the Securities or this Indenture applicable to
the Series.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Securities or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Securityholder in exercising any right
or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.

Section 6.04. Waiver of Existing Defaults.

                  Subject to Section 10.02, the Holders of a majority in
principal amount of the outstanding Securities of a Series on behalf of all the
Holders of the Series by notice to the Trustee may waive an existing Default on
such Series and its consequences. When a Default is waived, it is cured and
stops continuing, and any Event of Default arising therefrom shall be deemed to
have been cured; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.

Section 6.05. Control by Majority.

                  The Holders of a majority in principal amount of the
outstanding Securities of a Series may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on it with respect to such Series. The Trustee,
however, may refuse to follow any direction (i) that conflicts with law or this
Indenture, (ii) that, subject to Section 7.01, the Trustee determines is unduly
prejudicial to the rights of other Securityholders, or (iii) that would involve
the Trustee in personal liability.

Section 6.06. Limitation on Suits.

                  A Securityholder of a Series may not pursue any remedy with
respect to this Indenture or the Series unless:

                  (1) the Holder gives to the Trustee written notice of a
         continuing Event of Default on the Series;

                  (2) the Holders of at least a majority in principal amount of
         the outstanding Securities of the Series make a written request to the
         Trustee to pursue the remedy;


<PAGE>
                                      -35-



                  (3) such Holder or Holders offer to the Trustee indemnity
         satisfactory to the Trustee against any loss, liability or expense;

                  (4) the Trustee does not comply with the request within 60
         days after receipt of the request and the offer of indemnity; and

                  (5) no written request inconsistent with such written request
         shall have been given to the Trustee pursuant to this Section 6.06.

                  A Securityholder may not use this Indenture to prejudice the
rights of another Securityholder or to obtain a preference or priority over
another Securityholder.

Section 6.07. Rights of Holders to Receive Payment.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder to receive payment of principal of and interest on the
Security, on or after the respective due dates expressed in the Security, or to
bring suit for the enforcement of any such payment on or after such respective
dates, is absolute and unconditional and shall not be impaired or affected
without the consent of the Holder.

Section 6.08. Collection Suit by Trustee.

                  If an Event of Default in payment of interest or principal
specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company for the whole amount of principal and interest remaining unpaid.

Section 6.09. Trustee May File Proofs of Claim.

                  The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements, and advances of the Trustee, its agents and counsel) and the
Securityholders allowed in any judicial proceedings relative to the Company, its
creditors or its property, and unless prohibited by applicable law or
regulation, may vote on behalf of the Holders in any election of a Custodian,
and shall be entitled and empowered to collect and receive any moneys or other
property payable or deliverable on any such claims and to distribute the same
and any Custodian in any such judicial proceeding is hereby authorized by each
Securityholder to make such payments to the Trustee. Nothing herein shall be
deemed to authorize the Trustee to authorize or consent to or vote for or accept
or adopt on behalf of any Securityholder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights of
any Holder or to authorize the Trustee


<PAGE>
                                      -36-



to vote in respect of the claim of any Securityholder except as aforesaid for
the election of the Custodian.

Section 6.10. Priorities.

                  If the Trustee collects any money pursuant to this Article, it
shall pay out the money in the following order:

                  First: to the Trustee for amounts due under Section 7.07;

                  Second: to Securityholders of the Series for amounts due and
         unpaid on the Series for principal and interest, ratably, without
         preference or priority of any kind, according to the amounts due and
         payable on the Series for principal and interest, respectively; and

                  Third: to the Company or the Guarantors as their interests may
         appear.

                  The Trustee may fix a record date and payment date for any
payment to Securityholders pursuant to this Section 6.10.

Section 6.11. Undertaking for Costs.

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having the
due regard to the merits and good faith of the claims or defenses made by the
party litigant. This Section does not apply to a suit by the Trustee, a suit by
a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in
principal amount of the Series.

                                  ARTICLE SEVEN

                                     TRUSTEE

Section 7.01. Duties of Trustee.

                  (a) If an Event of Default has occurred and is continuing, the
Trustee shall, prior to the receipt of directions from the Holders of a majority
in principal amount of the Securities, exercise its rights and powers and use
the same degree of care and skill in their exercise as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.


<PAGE>
                                      -37-



                  (b) Except during the continuance of an Event of Default:

                  (1) The Trustee need perform only those duties that are
         specifically set forth in this Indenture and no others and no implied
         covenants or obligations shall be read into this Indenture against the
         Trustee.

                  (2) In the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. The Trustee, however, shall examine the certificates
         and opinions to determine whether or not they conform to the
         requirements of this Indenture but need not confirm or investigate the
         accuracy of mathematical calculations or other facts or matters stated
         therein.

                  (c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

                  (1) This paragraph does not limit the effect of paragraph (b)
         of this Section.

                  (2) The Trustee shall not be liable for any error of judgment
         made in good faith by a Trust Officer, unless it is proved that the
         Trustee was negligent in ascertaining the pertinent facts.

                  (3) The Trustee shall not be liable with respect to any action
         it takes or omits to take in good faith in accordance with a direction
         received by it pursuant to Section 6.05 or any other direction of the
         Holders permitted hereunder.

                  (d) Every provision of this Indenture that in any way relates
to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.

                  (e) The Trustee may refuse to perform any duty or exercise any
right or power unless it receives indemnity satisfactory to it against any loss,
liability or expense.

                  (f) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

                  (g) None of the provisions contained in this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there shall be reasonable grounds for believing that
the repayment of such funds or adequate indemnity against such liability is not
reasonably assured to it.


<PAGE>
                                      -38-



Section 7.02. Rights of Trustee.

                  Subject to Section 7.01:

                  (a) The Trustee may rely and shall be protected in acting or
refraining from acting on any document, resolution, certificate, instrument,
report, or direction believed by it to be genuine and to have been signed or
presented by the proper person. The Trustee need not investigate any fact or
matter stated in the document, resolution, certificate, instrument, report, or
direction.

                  (b) Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel or both, which shall
conform to Sections 11.04 and 11.05 hereof and containing such other statements
as the Trustee reasonably deems necessary to perform its duties hereunder. The
Trustee shall not be liable for any action it takes or omits to take in good
faith in reliance on the Officers' Certificate, Opinion of Counsel or any other
direction of the Company permitted hereunder.

                  (c) The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.

                  (d) The Trustee shall not be liable for any action taken,
suffered or omitted by it in good faith and believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this Indenture.

                  (e) The Trustee may consult with counsel, and the written
advice of such counsel or any Opinion of Counsel as to matters of law shall be
full and complete authorization and protection in respect of any action taken,
omitted or suffered by it hereunder in good faith and in accordance with the
advice or opinion of such counsel.

                  (f) Unless otherwise specifically provided in the Indenture,
any demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company.

                  (g) For all purposes under this Indenture, the Trustee shall
not be deemed to have notice or knowledge of any Event of Default (other than
under Section 6.01(1) or 6.01(2)) unless a Trust Officer assigned to and working
in the Trustee's corporate trust office has actual knowledge thereof or unless
written notice of any Event of Default is received by the Trustee at its address
specified in Section 11.02 hereof and such notice references the Securities
generally, the Company or this Indenture.


<PAGE>
                                      -39-



Section 7.03. Individual Rights of Trustee.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Securities and may otherwise deal with the Company or
its affiliates with the same rights it would have if it were not Trustee. Any
Agent may do the same with like rights. The Trustee, however, must comply with
Sections 7.10 and 7.11.

Section 7.04. Trustee's Disclaimer.

                  The Trustee makes no representation as to the validity or
adequacy of this Indenture, the Securities or of any prospectus or offering
memorandum used to sell the Securities; it shall not be accountable for the
Company's use of the proceeds from the Securities; it shall not be accountable
for any money paid to the Company, or upon the Company's direction, if made
under and in accordance with any provision of this Indenture; it shall not be
responsible for the use or application of any money received by any Paying Agent
other than the Trustee; and it shall not be responsible for any statement of the
Company in this Indenture or in the Securities other than its certificate of
authentication.

Section 7.05. Notice of Defaults.

                  If a Default on a Series occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to each Securityholder of the
Series notice of the Default (which shall specify any uncured Default known to
it) within 90 days after it occurs. Except in the case of a default in payment
of principal of or interest on a Series or a failure to comply with any Change
of Control Provisions, the Trustee may withhold the notice if and so long as the
board of directors of the Trustee, the executive or any trust committee of such
directors and/or responsible officers of the Trustee in good faith determine(s)
that withholding the notice is in the interests of Holders of the Series.

Section 7.06. Reports by Trustee to Holders.

                  Within 60 days after each May 15 beginning with the May 15
following the date of this Indenture, the Trustee shall mail to each
Securityholder a brief report dated as of such May 15 that complies with TIA
Section 313(a) (but if no event described in TIA Section 313(a)(2) has occurred
within the twelve months preceding the reporting date no report need be
transmitted). The Trustee also shall comply with TIA Section 313(b).

                  A copy of each report at the time of its mailing to
Securityholders shall be delivered to the Company and filed by the Trustee with
the SEC and each national securities exchange on which the Securities are
listed. The Company agrees to notify the Trustee of each national securities
exchange on which the Securities are listed.


<PAGE>
                                      -40-



Section 7.07. Compensation and Indemnity.

                  The Company shall pay to the Trustee or predecessor trustee
from time to time reasonable compensation for their respective services subject
to any written agreement between the Trustee and the Company. The Company shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses
incurred by it. Such expenses shall include the reasonable compensation and
expenses of the Trustee's agents and counsel. The Company shall indemnify the
Trustee and each predecessor trustee, its officers, directors, employees and
agents and hold it harmless against any loss, liability or expense incurred or
made by or on behalf of it in connection with the administration of this
Indenture or the trust hereunder and its duties hereunder including the costs
and expenses of defending itself against or investigating any claim in the
premises. The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. The Company need not reimburse any expense or indemnify
against any loss or liability incurred by the Trustee through the Trustee's, or
its officers', directors', employees' or agents' negligence or bad faith.

                  To ensure the Company's payment obligations in this Section,
the Trustee shall have a claim prior to the Securities on all money or property
held or collected by the Trustee, except that held in trust to pay principal of
or interest on particular Securities. When the Trustee incurs expenses or
renders services in connection with an Event of Default specified in Section
6.01 or in connection with Article 6 hereof, the expenses (including the
reasonable fees and expenses of its counsel) and the compensation for services
in connection therewith are to constitute expenses of administration under any
bankruptcy law.

Section 7.08. Replacement of Trustee.

                  The Trustee may resign by so notifying the Company. The
Holders of a majority in principal amount of the outstanding Securities may
remove the Trustee by so notifying the removed Trustee in writing and may
appoint a successor trustee with the Company's consent. Such resignation or
removal shall not take effect until the appointment by the Securityholders or
the Company as hereinafter provided of a successor trustee and the acceptance of
such appointment by such successor trustee. The Company may remove the Trustee
and any Securityholder may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor trustee for any or no
reason, including if:

                  (1) the Trustee fails to comply with Section 7.10 after
         written request by the Company or any bona fide Securityholder who has
         been a Securityholder for at least six months;

                  (2) the Trustee is adjudged a bankrupt or an insolvent;


<PAGE>
                                      -41-



                  (3) a receiver or other public officer takes charge of the
         Trustee or its property; or

                  (4) the Trustee becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a
successor trustee. If a successor trustee does not take office within 45 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company or any Holder may petition any court of competent jurisdiction for the
appointment of a successor trustee.

                  A successor trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that,
the retiring Trustee shall transfer all property held by it as Trustee to the
successor trustee, the resignation or removal of the retiring Trustee shall
become effective, and the successor trustee shall have all the rights, powers
and duties of the Trustee under this Indenture. A successor trustee shall mail
notice of its succession to each Securityholder.

Section 7.09. Successor Trustee by Merger, etc.

                  If the Trustee consolidates with, merges with or into or
converts into, or transfers all or substantially all of its corporate trust
business to, another corporation, the successor corporation without any further
act shall be the successor trustee.

Section 7.10. Eligibility; Disqualification.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1). The Trustee shall have a combined capital
and surplus of at least $10,000,000 as set forth in its most recent published
annual report of condition. The Trustee shall comply with TIA Section 310(b).

Section 7.11. Preferential Collection of Claims Against Company.

                  The Trustee shall comply with TIA Section 311(a), excluding
any creditor relationship listed in TIA Section 311(b). A Trustee who has
resigned or been removed shall be subject to TIA Section 311(a) to the extent
indicated therein.


<PAGE>
                                      -42-



                                  ARTICLE EIGHT

                             DISCHARGE OF INDENTURE

Section 8.01. Defeasance upon Deposit of Moneys or U.S. Government Obligations.

                  (a) The Company may, at its option and at any time, elect to
have either paragraph (b) or paragraph (c) below be applied to the outstanding
Securities of any Series upon compliance with the applicable conditions set
forth in paragraph (d).

                  (b) Upon the Company's exercise under paragraph (a) of the
option applicable to this paragraph (b), the Company and the Guarantors shall be
deemed to have been released and discharged from their respective obligations
with respect to the outstanding Securities of a Series on the date the
applicable conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, such Legal Defeasance means that the Company
shall be deemed to have paid and discharged the entire Indebtedness represented
by the outstanding Securities of a Series, which shall thereafter be deemed to
be "outstanding" only for the purposes of the Sections and matters under this
Indenture referred to in (i) and (ii) below, and to have satisfied all its other
obligations under such Securities and this Indenture insofar as such Securities
are concerned, except for the following which shall survive until otherwise
terminated or discharged hereunder: (i) the rights of Holders of outstanding
Securities of a Series to receive solely from the trust fund described in
paragraph (d) below and as more fully set forth in such paragraph, payments in
respect of the principal of and interest on such Securities when such payments
are due and (ii) obligations listed in Section 8.02, subject to compliance with
this Section 8.01. The Company may exercise its option under this paragraph (b)
notwithstanding the prior exercise of its option under paragraph (c) below with
respect to such Securities.

                  (c) Upon the Company's exercise under paragraph (a) of the
option applicable to this paragraph (c), the Company and the Guarantors shall be
released and discharged from the obligations under any covenant contained in
Article Five, Section 4.05 and any other covenant contained in the Authorizing
Resolution or supplemental indenture relating to such Series to the extent
provided for therein, on and after the date the conditions set forth below are
satisfied (hereinafter, "Covenant Defeasance"), and the Securities of such
Series shall thereafter be deemed to be not "outstanding" for the purpose of any
direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder. For this
purpose, such Covenant Defeasance means that, with respect to the outstanding
Securities of a Series, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any



<PAGE>
                                      -43-



such covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under
Section 6.01(3), but, except as specified above, the remainder of this Indenture
and such Securities shall be unaffected thereby.

                  (d) The following shall be the conditions to application of
either paragraph (b) or paragraph (c) above to the outstanding Securities of the
applicable Series:

                  (1) The Company shall have irrevocably deposited in trust with
         the Trustee, pursuant to an irrevocable trust and security agreement in
         form and substance reasonably satisfactory to the Trustee, money in
         U.S. dollars or U.S. government obligations or a combination thereof in
         such amounts and at such times as are sufficient, in the opinion of a
         nationally recognized firm of independent public accountants, to pay
         the principal of and interest on the outstanding Securities of such
         Series to maturity or redemption; provided, however, that the Trustee
         (or other qualifying trustee) shall have received an irrevocable
         written order from the Company instructing the Trustee (or other
         qualifying trustee) to apply such money or the proceeds of such U.S.
         government obligations to said payments with respect to the Securities
         of such Series to maturity or redemption;

                  (2) No Default or Event of Default shall have occurred and be
         continuing on the date of such deposit;

                  (3) Such deposit will not result in a Default under this
         Indenture or a breach or violation of, or constitute a default under,
         any other material instrument or agreement to which the Company or any
         of its Subsidiaries is a party or by which it or any of their property
         is bound;

                  (4) (i) In the event the Company elects paragraph (b) hereof,
         the Company shall deliver to the Trustee an Opinion of Counsel in the
         United States, in form and substance reasonably satisfactory to the
         Trustee, to the effect that (A) the Company has received from, or there
         has been published by, the Internal Revenue Service a ruling or (B)
         since the Issue Date pertaining to such Series, there has been a change
         in the applicable federal income tax law, in either case to the effect
         that, and based thereon such Opinion of Counsel shall state that, or
         (ii) in the event the Company elects paragraph (c) hereof, the Company
         shall deliver to the Trustee an Opinion of Counsel in the United
         States, in form and substance reasonably satisfactory to the Trustee,
         to the effect that, in the case of clauses (i) and (ii), Holders of the
         Securities of such Series will not recognize income, gain or loss for
         federal income tax purposes as a result of such deposit and the
         defeasance contemplated hereby and will be subject to federal income
         tax in the same amounts and in the same manner and at the same times as
         would have been the case if such deposit and defeasance had not
         occurred;


<PAGE>
                                      -44-



                  (5) The Company shall have delivered to the Trustee an
         Officers' Certificate, stating that the deposit under clause (1) was
         not made by the Company with the intent of preferring the Holders of
         the Securities of such Series over any other creditors of the Company
         or with the intent of defeating, hindering, delaying or defrauding any
         other creditors of the Company or others;

                  (6) The Company shall have delivered to the Trustee an Opinion
         of Counsel, reasonably satisfactory to the Trustee, to the effect that,
         (A) the trust funds will not be subject to the rights of Holders of
         Indebtedness of the Company other than the Securities of such Series
         and (B) assuming no intervening bankruptcy of the Company between the
         date of deposit and the 91st day following the deposit and that no
         Holder of Securities of such Series is an insider of the Company, after
         the 91st day following the deposit, the trust funds will not be subject
         to any applicable bankruptcy, insolvency, reorganization or similar law
         affecting creditors' rights generally; and

                  (7) The Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent specified herein relating to the defeasance contemplated by
         this Section 8.01 have been complied with.

                  In the event all or any portion of the Securities of a Series
are to be redeemed through such irrevocable trust, the Company must make
arrangements satisfactory to the Trustee, at the time of such deposit, for the
giving of the notice of such redemption or redemptions by the Trustee in the
name and at the expense of the Company.

                  (e) In addition to the Company's rights above under this
Section 8.01, the Company may terminate all of its obligations under this
Indenture with respect to a Series, and the obligations of the Guarantors shall
terminate with respect to such Series (subject to Section 8.02), when:

                  (1) All Securities of such Series theretofore authenticated
         and delivered (other than Securities which have been destroyed, lost or
         stolen and which have been replaced or paid as provided in Section 2.07
         and Securities for whose payment money has theretofore been deposited
         in trust or segregated and held in trust by the Company and thereafter
         repaid to the Company or discharged from such trust) have been
         delivered to the Trustee for cancellation or all such Securities not
         theretofore delivered to the Trustee for cancellation have become due
         and payable and the Company has irrevocably deposited or caused to be
         deposited with the Trustee as trust funds in trust solely for that
         purpose an amount of money sufficient to pay and discharge the entire
         Indebtedness on the Securities not theretofore delivered to the Trustee
         for cancellation, for principal of and interest;


<PAGE>
                                      -45-



                  (2) The Company has paid or caused to be paid all other sums
         payable hereunder by the Company;

                  (3) The Company has delivered irrevocable instructions to the
         Trustee to apply the deposited money toward the payment of the
         Securities at maturity or redemption, as the case may be; and

                  (4) The Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, stating that all conditions
         precedent specified herein relating to the satisfaction and discharge
         of this Indenture have been complied with.

Section 8.02. Survival of the Company's Obligations.

                  Notwithstanding the satisfaction and discharge of the
Indenture under Section 8.01, the Company's obligations in paragraph 9 of the
Securities and Sections 2.03 through 2.07, 4.01, 7.07, 7.08, 8.04 and 8.05,
however, shall survive until the Securities of an applicable Series are no
longer outstanding. Thereafter, the Company's obligations in paragraph 9 of the
Securities of such Series and Sections 7.07, 8.04 and 8.05 shall survive (as
they relate to such Series).

Section 8.03. Application of Trust Money.

                  The Trustee shall hold in trust money or U.S. government
obligations deposited with it pursuant to Section 8.01. It shall apply the
deposited money and the money from U.S. government obligations in accordance
with this Indenture to the payment of principal of and interest on the
Securities of the defeased Series.

Section 8.04. Repayment to the Company.

                  The Trustee and the Paying Agent shall promptly pay to the
Company upon request any excess money or securities held by them at any time.
The Trustee and the Paying Agent shall pay to the Company upon request any money
held by them for the payment of principal or interest that remains unclaimed for
two years, provided, however, that the Trustee or such Paying Agent, before
being required to make any such repayment, may at the expense of the Company
cause to be published once in a newspaper of general circulation in the City of
New York or mail to each such Holder notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such publication or mailing, any unclaimed balance of such
money then remaining will be repaid to the Company. After payment to the
Company, Securityholders entitled to the money must look to the Company or any
Guarantor for payment as general creditors unless applicable abandoned property
law designates another person and all liability of the Trustee or such Paying
Agent with respect to such money shall cease.

<PAGE>
                                      -46-



Section 8.05. Reinstatement.

                  If the Trustee is unable to apply any money or U.S. government
obligations in accordance with Section 8.01 by reason of any legal proceeding or
by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
and each Guarantor's obligations under this Indenture and the Securities
relating to the Series shall be revived and reinstated as though no deposit had
occurred pursuant to Section 8.01 until such time as the Trustee is permitted to
apply all such money or U.S. government obligations in accordance with Section
8.01; provided, however, that (a) if the Company has made any payment of
interest on or principal of any Securities of the Series because of the
reinstatement of their obligations, the Company shall be subrogated to the
rights of the Holders of such Securities to receive such payment from the money
or U.S. government obligations held by the Trustee and (b) unless otherwise
required by any legal proceeding or any order or judgment of any court or
governmental authority, the Trustee shall return all such money or U.S.
government obligations to the Company promptly after receiving a written request
therefor at any time, if such reinstatement of the Company's obligations has
occurred and continues to be in effect.

                                  ARTICLE NINE

                                   GUARANTEES

Section 9.01. Unconditional Guarantees.

                  Subject to any other provisions set forth in the Authorizing
Resolution or supplemental indenture relating to a particular Series, each
Guarantor hereby unconditionally, jointly and severally, guarantees (each such
guarantee to be referred to herein as the "Guarantee") to each Holder of
Securities of such Series authenticated and delivered by the Trustee and to the
Trustee and its successors and assigns, that: (i) the principal of and interest
on the Securities of such Series will be promptly paid in full when due, subject
to any applicable grace period, whether at maturity, by acceleration or
otherwise and interest on the overdue principal, if any, and interest on any
interest of the Securities of such Series and all other obligations of the
Company to the Holders or the Trustee hereunder or thereunder, except
obligations to pay principal and interest on any other Series not so guaranteed,
will be promptly paid in full or performed, all in accordance with the terms
hereof and thereof; and (ii) in case of any extension of time of payment or
renewal of any Securities of such Series or of any such other obligations, the
same will be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, subject to any applicable grace period,
whether at stated maturity, by acceleration or otherwise, subject, however, in
the case of clauses (i) and (ii) above, to the limitations set forth in Section
9.04. Each Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Securities of such Series or this Indenture, the absence of any action to
enforce the same, any


<PAGE>
                                      -47-



waiver or consent by any Holder of the Securities of such Series with respect to
any provisions hereof or thereof, the recovery of any judgment against the
Company, any action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a guarantor.
Each Guarantor hereby waives diligence, presentment, demand of payment, filing
of claims with a court in the event of insolvency or bankruptcy of the Company,
any right to require a proceeding first against the Company, protest, notice and
all demands whatsoever and covenants that, subject to Section 9.03, this
Guarantee will not be discharged except by complete performance of the
obligations contained in the Securities of the applicable Series, this Indenture
and in this Guarantee. If any Holder or the Trustee is required by any court or
otherwise to return to the Company, any Guarantor, or any custodian, trustee,
liquidator or other similar official acting in relation to the Company or any
Guarantor, any amount paid by the Company or any Guarantor to the Trustee or
such Holder, this Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect. Each Guarantor further agrees that, as
between each Guarantor, on the one hand, and the Holders and the Trustee, on the
other hand, (x) the maturity of the obligations guaranteed hereby may be
accelerated as provided in Article Six for the purposes of this Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (y) in the
event of any acceleration of such obligations as provided in Article Six, such
obligations (whether or not due and payable) shall forthwith become due and
payable by each Guarantor for the purpose of this Guarantee.

Section 9.02. Severability.

                  In case any provision of this Guarantee shall be invalid,
illegal or unenforceable, the validity, legality, and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

Section 9.03. Release of a Guarantor.

                  Upon the sale or disposition (whether by merger, stock
purchase, asset sale or otherwise) of a Guarantor (or all or substantially all
its assets) to a Person which is not a Restricted Subsidiary and which sale or
disposition is otherwise in compliance with the terms of this Indenture, or,
unless the Company elects otherwise, if any Guarantor is designated as an
Unrestricted Subsidiary in accordance with the terms of this Indenture, then
such Guarantor (in the event of a sale or other disposition of Capital Stock of
such Guarantor or a designation as an Unrestricted Subsidiary) or the Person
acquiring such assets (in the event of a sale or other disposition of all or
substantially all of the assets of such Guarantor) shall be deemed automatically
and unconditionally released and discharged from all obligations under this
Article Nine without any further action required on the part of the Trustee or
any Holder.

                  An Unrestricted Subsidiary that is a Guarantor shall be deemed
automatically and unconditionally released and discharged from all obligations
under this Article Nine upon


<PAGE>
                                      -48-



notice from the Company to the Trustee to such effect, without any further
action required on the part of the Trustee or any Holder.

                  The Trustee shall deliver an appropriate instrument evidencing
any such release upon receipt of a request by the Company accompanied by an
Officers' Certificate and Opinion of Counsel certifying as to the compliance
with this Section 9.03.

                  Any Guarantor not released in accordance with this Section
9.03 remains liable for the full amount of principal of and interest on the
Securities as provided in this Article Nine.

Section 9.04. Limitation of a Guarantor's Liability.

                  Each Guarantor and by its acceptance hereof each Holder hereby
confirms that it is the intention of all such parties that the guarantee by such
Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or
conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To
effectuate the foregoing intention, the Holders and such Guarantor hereby
irrevocably agree that the obligations of such Guarantor under the Guarantee
shall be limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of such Guarantor and after giving effect to
any collections from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under its Guarantee or
pursuant to Section 9.06, result in the obligations of such Guarantor under the
Guarantee not constituting such fraudulent transfer or conveyance.

Section 9.05. Guarantors May Consolidate, etc., on Certain Terms.

                  Nothing contained in this Indenture or in any of the
Securities shall prevent any consolidation or merger of a Guarantor with or into
the Company or another Restricted Guarantor, or shall prevent any sale of assets
or conveyance of the property of a Guarantor as an entirety or substantially as
an entirety to the Company or another Guarantor that is a Restricted Subsidiary
of the Company. Upon any such consolidation, merger, sale or conveyance, the
Guarantee given by such Guarantor shall no longer have any force or effect.

Section 9.06. Contribution.

                  In order to provide for just and equitable contribution among
the Guarantors, the Guarantors agree, inter se, that in the event any payment or
distribution is made by any Guarantor (a "Funding Guarantor") under the
Guarantee, such Funding Guarantor shall be entitled to a contribution from all
other Guarantors in a pro rata amount based on the Adjusted Net Assets of each
Guarantor (including the Funding Guarantor) for all payments, damages and
expenses incurred by that Funding Guarantor in discharging the Company's
obligations


<PAGE>
                                      -49-



with respect to any Securities or any other Guarantor's obligations with respect
to the Guarantee. "Adjusted Net Assets" of such Guarantor at any date shall mean
the lesser of the amount by which (x) the fair value of the property of such
Guarantor exceeds the total amount of liabilities, including, without
limitation, contingent liabilities (after giving effect to all other fixed and
contingent liabilities incurred or assumed on such date and after giving effect
to any collection from any other Subsidiary of the Guarantor in respect of the
obligations of its Guarantee), but excluding liabilities under the Guarantee, of
such Guarantor at such date and (y) the present fair salable value of the assets
of such Guarantor at such date exceeds the amount that will be required to pay
the probable liability of such Guarantor on its debts (after giving effect to
all other fixed and contingent liabilities incurred or assumed on such date and
after giving effect to any collection from any other Subsidiary of the Company
in respect of the obligations of such Guarantor under its Guarantee), excluding
debt in respect of the Guarantee of such Guarantor, as they become absolute and
matured.

Section 9.07. Waiver of Subrogation.

                  Until all guaranteed obligations under this Indenture and with
respect to all Securities of an applicable Series are paid in full, each
Guarantor hereby irrevocably waives any claim or other rights which it may now
or hereafter acquire against the Company that arise from the existence, payment,
performance or enforcement of such Guarantor's obligations under the Guarantee
and this Indenture, including, without limitation, any right of subrogation,
reimbursement, exoneration, indemnification, and any right to participate in any
claim or remedy of any Holder of Securities of the applicable Series against the
Company, whether or not such claim, remedy or right arises in equity, or under
contract, statute or common law, including, without limitation, the right to
take or receive from the Company, directly or indirectly, in cash or other
property or by set-off or in any other manner, payment or security on account of
such claim or other rights. If any amount shall be paid to any Guarantor in
violation of the preceding sentence and the Securities of the applicable Series
shall not have been paid in full, such amount shall have been deemed to have
been paid to such Guarantor for the benefit of, and held in trust for the
benefit of, the Holders of the Securities of the applicable Series, and shall
forthwith be paid to the Trustee for the benefit of such Holders to be credited
and applied upon the Securities of the applicable Series, whether matured or
unmatured, in accordance with the terms of this Indenture. Each Guarantor
acknowledges that it will receive direct and indirect benefits from the
financing arrangements contemplated by this Indenture and that the waiver set
forth in this Section 9.07 is knowingly made in contemplation of such benefits.

Section 9.08. Execution of Guarantee.

                  To evidence their guarantee to the Holders set forth in this
Article Nine, the Guarantors hereby agree to execute the Guarantee in
substantially the form included in Exhibit A or in any such other form set forth
in the Authorizing Resolution or supplemental indenture


<PAGE>
                                      -50-



pertaining to the applicable Series, which shall be endorsed on each Security
ordered to be authenticated and delivered by the Trustee. Each Guarantor hereby
agrees that its Guarantee set forth in this Article Nine shall remain in full
force and effect notwithstanding any failure to endorse on each Security a
notation of such Guarantee. Each such Guarantee shall be signed on behalf of
each Guarantor by two Officers, or an Officer and an Assistant Secretary or one
Officer shall sign and one Officer or an Assistant Secretary (each of whom
shall, in each case, have been duly authorized by all requisite corporate
actions) shall attest to such Guarantee prior to the authentication of the
Security on which it is endorsed, and the delivery of such Security by the
Trustee, after the authentication thereof hereunder, shall constitute due
delivery of such Guarantee on behalf of such Guarantor. Such signatures upon the
Guarantee may be by manual or facsimile signature of such officers and may be
imprinted or otherwise reproduced on the Guarantee, and in case any such officer
who shall have signed the Guarantee shall cease to be such officer before the
Security on which such Guarantee is endorsed shall have been authenticated and
delivered by the Trustee or disposed of by the Company, such Security
nevertheless may be authenticated and delivered or disposed of as though the
person who signed the Guarantee had not ceased to be such officer of the
Guarantor.

                                   ARTICLE TEN
                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 10.01. Without Consent of Holders.

                  The Company, the Guarantors and the Trustee may amend or
supplement this Indenture or the Securities of a Series without notice to or
consent of any Securityholder of such Series:

                  (1) to cure any ambiguity, omission, defect or inconsistency;

                  (2) to comply with Article Five;

                  (3) to provide that specific provisions of this Indenture
         shall not apply to a Series not previously issued;

                  (4) to create a Series and establish its terms;

                  (5) to provide for uncertificated Securities in addition to or
         in place of certificated Securities;

                  (6) to make any other change that does not adversely affect
         the rights of Securityholders; and


<PAGE>
                                      -51-



                  (7) to remove a Guarantor in respect of any Series which, in
         accordance with the terms of this Indenture applicable to the
         particular Series, ceases to be liable in respect of its Guarantee.

                  After an amendment under this Section 10.01 becomes effective,
the Company shall mail notice of such amendment to the Securityholders.

Section 10.02. With Consent of Holders.

                  The Company, the Guarantors and the Trustee may amend or
supplement this Indenture or the Securities of a Series without notice to any
Securityholder of such Series but with the written consent of the Holders of at
least a majority in principal amount of the outstanding Securities of each such
Series affected by the amendment. Each such Series shall vote as a separate
class. The Holders of a majority in principal amount of the outstanding
Securities of any Series may waive compliance by the Company with any provision
of the Securities of such Series or of this Indenture relating to such Series
without notice to any Securityholder. Without the consent of each Securityholder
of a Series affected, however, an amendment, supplement or waiver, including a
waiver pursuant to Section 6.04, may not:

                  (1) reduce the amount of Securities of such Series whose
         Holders must consent to an amendment, supplement or waiver;

                  (2) reduce the rate of or change the time for payment of
         interest, including defaulted interest, on any Security;

                  (3) reduce the principal of or change the fixed maturity of
         any Security or alter the provisions (including related definitions)
         with respect to redemption of Securities pursuant to Article Three
         hereof or with respect to any obligations on the part of the Company to
         offer to purchase or to redeem Securities of a Series pursuant to the
         Authorizing Resolution or supplemental indenture pertaining to such
         Series;

                  (4) modify the ranking or priority of the Securities of any
         Series or the Guarantee thereof;

                  (5) release any Guarantor from any of its obligations under
         its Guarantee or this Indenture otherwise than in accordance with the
         terms of this Indenture;

                  (6) make any change in Sections 6.04, 6.07 or this 10.02;

                  (7) waive a continuing Default or Event of Default in the
         payment of the principal of or interest on any Security; or


<PAGE>
                                      -52-




                  (8) make any Security payable at a place or in money other
         than that stated in the Security, or impair the right of any
         Securityholder to bring suit as permitted by Section 6.07.

                  An amendment of a provision included solely for the benefit of
one or more Series does not affect the interests of Securityholders of any other
Series.

                  It shall not be necessary for the consent of the Holders under
this Section to approve the particular form of any proposed supplement, but it
shall be sufficient if such consent approves the substance thereof.

Section 10.03. Compliance with Trust Indenture Act.

                  Every amendment to or supplement of this Indenture or the
Securities shall comply with the TIA as then in effect.

Section 10.04. Revocation and Effect of Consents.

                  A consent to an amendment, supplement or waiver by a Holder
shall bind the Holder and every subsequent Holder of a Security or portion of a
Security that evidences the same debt as the consenting Holder's Security, even
if notation of the consent is not made on any Security. Subject to the following
paragraph, any such Holder or subsequent Holder, however, may revoke the consent
as to his Security or portion of a Security. Such revocation shall be effective
only if the Trustee receives the notice of revocation before the date the
amendment, supplement or waiver becomes effective.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders of Securities of any Series
entitled to consent to any amendment, supplement or waiver, which record date
shall be at least 10 days prior to the first solicitation of such consent. If a
record date is fixed, then notwithstanding the last sentence of the immediately
preceding paragraph, those Persons who were Holders at such record date (or
their duly designated proxies), and only those Persons, shall be entitled to
revoke any consent previously given, whether or not such Persons continue to be
Holders after such record date. No such consent shall be valid or effective for
more than 90 days after such record date.

                  After an amendment, supplement or waiver becomes effective, it
shall bind every Holder, unless it makes a change described in any of clauses
(1) through (8) of Section 10.02, in which case, the amendment, supplement or
waiver shall bind only each Holder of a Security who has consented to it and
every subsequent Holder of a Security or portion of a Security that evidences
the same debt as the consenting Holder's Security; provided that any such waiver
shall not impair or affect the right of any Holder to receive payment of
principal of and interest on a Security, on or after the respective due dates
expressed in such Security, or to


<PAGE>
                                      -53-



bring suit for the enforcement of any such payment on or after such respective
dates without the consent of such Holder.

Section 10.05. Notation on or Exchange of Securities.

                  If an amendment, supplement or waiver changes the terms of a
Security, the Company may require the Holder of the Security to deliver it to
the Trustee, at which time the Trustee shall place an appropriate notation on
the Security about the changed terms and return it to the Holder. Alternatively,
if the Company or the Trustee so determines, the Company in exchange for the
Security shall issue and the Trustee shall authenticate a new Security that
reflects the changed terms.

Section 10.06. Trustee to Sign Amendments, etc.

                  Subject to Section 7.02(b), the Trustee shall sign any
amendment, supplement or waiver authorized pursuant to this Article if the
amendment, supplement or waiver does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may but need
not sign it. In signing or refusing to sign such amendment or supplemental
indenture, the Trustee shall be entitled to receive and shall be fully protected
in relying upon, an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that such amendment or supplemental indenture is authorized
or permitted by this Indenture, that it is not inconsistent herewith, and that
it will be valid and binding upon the Company in accordance with its terms.

                                 ARTICLE ELEVEN

                                  MISCELLANEOUS

Section 11.01. Trust Indenture Act Controls.

                  If any provision of this Indenture limits, qualifies or
conflicts with another provision which is required to be included in this
Indenture by the TIA, the required provision shall control.

Section 11.02. Notices.

                  Any order, consent, notice or communication shall be
sufficiently given if in writing and delivered in person or mailed by first
class mail, postage prepaid, addressed as follows:


<PAGE>
                                      -54-




                  if to the Company or to any Guarantor:

                           D.R. Horton, Inc.
                           1901 Ascension Blvd., Suite 100
                           Arlington, Texas  76006

                           Attention:  Chief Financial Officer

                  if to the Trustee:

                           American Stock Transfer & Trust Company
                           6201 15th Avenue
                           Brooklyn, NY  11219

                           Attention:  Corporate Trust Administration

                  The Company or the Trustee by notice to the other may
designate additional or different addresses for subsequent notices or
communications.

                  Any notice or communication mailed to a Securityholder shall
be mailed to him by first class mail at his address as it appears on the
registration books of the Registrar and shall be sufficiently given to him if so
mailed within the time prescribed.

                  Failure to mail a notice or communication to a Securityholder
or any defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it except that
notice to the Trustee shall only be effective upon receipt thereof by the
Trustee.

                  If the Company mails notice or communications to the
Securityholders, it shall mail a copy to the Trustee at the same time.

Section 11.03. Communications by Holders with Other Holders.

                  Securityholders may communicate pursuant to TIA Section 312(b)
with other Securityholders with respect to their rights under this Indenture or
the Securities. The Company, the Trustee, the Registrar and anyone else shall
have the protection of TIA Section 312(c).


<PAGE>
                                      -55-



Section 11.04. Certificate and Opinion as to Conditions Precedent.

                  Upon any request or application by the Company to the Trustee
to take any action under this Indenture, the Company shall furnish to the
Trustee:

                  (1) an Officers' Certificate (which shall include the
         statements set forth in Section 11.05) stating that, in the opinion of
         the signers, all conditions precedent, if any, provided for in this
         Indenture relating to the proposed action have been complied with; and

                  (2) an Opinion of Counsel (which shall include the statements
         set forth in Section 11.05) stating that, in the opinion of such
         counsel, all such conditions precedent and covenants, compliance with
         which constitutes a condition precedent, if any, provided for in this
         Indenture relating to the proposed action or inaction, have been
         complied with and that any such section does not conflict with the
         terms of the Indenture.

Section 11.05. Statements Required in Certificate or Opinion.

                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

                  (1) a statement that the person making such certificate or
         opinion has read such covenant or condition;

                  (2) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (3) a statement that, in the opinion of such person, he has
         made such examination or investigation as is necessary to enable him to
         express an informed opinion as to whether or not such covenant or
         condition has been complied with; and

                  (4) a statement as to whether or not, in the opinion of such
         person, such condition or covenant has been complied with.

Section 11.06. Rules by Trustee and Agents.

                  The Trustee may make reasonable rules for action by or a
meeting of Securityholders. The Registrar or Paying Agent may make reasonable
rules for its functions.



<PAGE>
                                      -56-




Section 11.07. Legal Holidays.

                  A "Legal Holiday" is a Saturday, a Sunday, a legal holiday or
a day on which banking institutions in Fort Worth, Texas and New York, New York
are not required to be open. If a payment date is a Legal Holiday at a place of
payment, payment may be made at that place on the next succeeding day that is
not a Legal Holiday, and no interest shall accrue for the intervening period. A
Business Day is any day other than a Legal Holiday.

Section 11.08. Governing Law.

                  The laws of the State of New York shall govern this Indenture,
the Securities of each Series and the Guarantees.

Section 11.09. No Adverse Interpretation of Other Agreements.

                  This 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 Indenture.

Section 11.10. No Recourse Against Others.

                  All liability described in paragraph 14 of the Initial
Securities or paragraph 13 of the Exchange Securities of any director, officer,
employee or stockholder, as such, of the Company is waived and released.

Section 11.11. Successors and Assigns.

                  All covenants and agreements of the Company in this Indenture
and the Securities shall bind its successors and assigns. All agreements of the
Trustee in this Indenture shall bind its successors and assigns.

Section 11.12. Duplicate Originals.

                  The parties may sign any number of copies of this Indenture.
Each signed copy shall be an original, but all of them together represent the
same agreement.

Section 11.13. Severability.

                  In case any one or more of the provisions contained in this
Indenture or in the Securities of a Series 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 of this Indenture or of
such Securities.


<PAGE>
                                      -57-



Section 11.14. Ranking.

                  The Securities issued under this Indenture will rank pari
passu in right of payment with the securities under that certain indenture dated
as of June 9, 1997, as supplemented, among the Company, the guarantors thereto
and American Stock Transfer & Trust Company, as trustee. The Securities issued
under this Indenture are hereby designated "Designated Senior Indebtedness" for
purposes of (i) the indenture, dated as of September 11, 2000, as supplemented,
among the Company, the guarantors thereto, and American Stock Transfer & Trust
Company, as trustee and (ii) the indenture dated as of June 28, 2001, among the
Company, as successor to Schuler Homes, Inc., the guarantors thereto and U.S.
Bank Trust National Association, as trustee.


<PAGE>
                                      -58-


                  IN WITNESS WHEROF, the parties have caused this Indenture to
be duly executed, all as of the date first above written.

                                     D.R. HORTON, INC.


                                     By: /s/ SAMUEL R. FULLER
                                        ---------------------------------------
                                        Samuel R. Fuller
                                        Executive Vice President, Treasurer and
                                        Chief Financial Officer



                                      S-1
<PAGE>



AMERICAN STOCK TRANSFER & TRUST
  COMPANY, as Trustee


By: /s/ HERBERT J. LEMMER
   -----------------------------
   Name: Herbert J. Lemmer
   Title: Vice President



                                      S-2
<PAGE>



                    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, 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.
                    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



                                      S-3
<PAGE>



                 CH INVESTMENTS OF TEXAS, INC.
                 MEADOWS II, LTD.

                 By: /s/ WILLIAM PECK
                    -----------------------------------------
                    William Peck
                    President




                                      S-4
<PAGE>



              CONTINENTAL HOMES OF TEXAS, L.P.

              By: CHTEX of Texas, Inc., its general partner

                  By: /s/ SAMUEL R. FULLER
                     ---------------------------------------------
                     Samuel R. Fuller, Treasurer

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

              By: Meadows I, Ltd., its 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

              DRH CAMBRIDGE HOMES, LLC
              DRH REGREM VIII, LLC

              By: D.R. Horton, Inc. - Chicago, a member

                  By: /s/ SAMUEL R. FULLER
                     ---------------------------------------------
                     Samuel R. Fuller
                     Treasurer



                                      S-5
<PAGE>



              ALLEGRA, LLC
              APLAM, LLC
              WESTERN PACIFIC HOUSING CO.
              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-CREEKSIDE, LLC
              WESTERN PACIFIC HOUSING-CULVER CITY, L.P.
              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-PARK AVENUE EAST, LLC
              WESTERN PACIFIC HOUSING-PARK AVENUE WEST, LLC
              WESTERN PACIFIC HOUSING-PLAYA VISTA, 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-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
              WPH-HPH, LLC

              By: LAMCO Housing, Inc.,
                  its Member or General Partner

              By: /s/ SAMUEL R. FULLER
                 ----------------------------------------------------
                 Samuel R. Fuller
                 Vice President



                                      S-6
<PAGE>



              SCHULER HOMES OF ARIZONA LLC
              SHA CONSTRUCTION LLC

              By: SRHI LLC,
                  its Member

                  By: SLHR of Nevada, Inc.,
                      its Member

                      By: /s/ SAMUEL R. FULLER
                         -------------------------------------------
                         Samuel R. Fuller
                         Vice President


              HPH HOMEBUILDERS 2000 L.P.
                     PORTER GP LLC

              By: WPH-HPH, LLC,
                  its General Partner or Member

                  By: LAMCO Housing, Inc.,
                      its Member

                      By: /s/ SAMUEL R. FULLER
                         -------------------------------------------
                         Samuel R. Fuller
                         Vice President


              AP LHI, INC.
              AP WESTERN GP CORPORATION
              AP WP OPERATING CORPORATION
              LAMCO HOUSING, INC.
              MELODY HOMES, INC.
              MELMORT CO.
              SCHULER HOMES OF CALIFORNIA, INC.
              SCHULER HOMES OF OREGON, INC.
              SCHULER HOMES OF WASHINGTON, INC.
              SCHULER MORTGAGE, INC.
              SCHULER REALTY HAWAII, INC.
              SCHULER REALTY/MAUI, 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 MANAGEMENT, INC.
              WESTERN PACIFIC HOUSING, INC.

              By: /s/ SAMUEL R. FULLER
                 ----------------------------------------------------
                 Samuel R. Fuller
                 Vice President



                                      S-7
<PAGE>



              D.R. HORTON-SCHULER HOMES, LLC

              By: Vertical Construction Corporation,
                  its Manager

                  By: /s/ SAMUEL R. FULLER
                     ----------------------------------------
                     Samuel R. Fuller
                     Vice President

              SRHI LLC

              By: SHLR of Nevada, Inc.,
                  its Member

                  By: /s/ SAMUEL R. FULLER
                     ----------------------------------------
                     Samuel R. Fuller
                     Vice President

              SSHI LLC

              By: SHLR of Washington, Inc.,
                  its Member

                  By: /s/ SAMUEL R. FULLER
                     ----------------------------------------
                     Samuel R. Fuller
                     Vice President

              WESTERN PACIFIC HOUSING-COPPER CANYON, LLC
              WESTERN PACIFIC HOUSING-PACIFIC PARK II, LLC
              WESTERN PACIFIC HOUSING-POINSETTIA, L.P.
              WESTERN PACIFIC HOUSING-DEL VALLE, LLC

              By: AP Western GP Corporation,
                  its Member or General Partner

                  By: /s/ SAMUEL R. FULLER
                     ----------------------------------------
                     Samuel R. Fuller
                     Vice President

              WESTERN PACIFIC HOUSING-RIVER RIDGE, LLC

              By: AP LHI, Inc.,
                  its Member

                  By: /s/ SAMUEL R. FULLER
                     ----------------------------------------
                     Samuel R. Fuller
                     Vice President

              AP WP PARTNERS, L.P.

              By: AP WP Operating Corporation,
                  its General Partner

                  By: /s/ SAMUEL R. FULLER
                     ----------------------------------------
                     Samuel R. Fuller
                     Vice President



                                      S-8
<PAGE>



                                                                       EXHIBIT A



NO.                                                             CUSIP NO.: _____


                               [TITLE OF SECURITY]

                                D.R. HORTON, INC.
                             A DELAWARE CORPORATION


promises to pay to

or registered assigns
the principal sum of                                     [Dollars]a on

[Title of Security]
Interest Payment Dates:                              and
Record Dates:                             and

Authenticated:                                    Dated:

                                                  D.R. HORTON, INC.

                                                  [Seal]

                                                  By
                                                    ----------------------------
                                                    Title:


                                                  By
                                                    ----------------------------
                                                    Title:

American Stock Transfer & Trust Company, as
Trustee, certifies that this is one of the
Securities referred to in the within
mentioned Indenture.


By:
   -----------------------------------------
           Authorized Signatory



----------
a   Or other currency. Insert corresponding provisions on reverse side of
    Security in respect of foreign currency denomination or interest payment
    requirement.


                                       A-1
<PAGE>


                                D.R. HORTON, INC.

                          [Title of Security], Series A


1. Interest.

                  D.R. HORTON, INC. (the "Company"), a Delaware corporation,
promises to pay interest on the principal amount of this Security at the rate
per annum shown above. The Company will pay interest semiannually on
__________________ and ______________ of each year, commencing on
__________________, until the principal is paid or made available for payment.
Interest on the Securities will accrue from the most recent date to which
interest has been paid or duly provided for or, if no interest has been paid,
from _______________, 20 , provided that, if there is no existing default in the
payment of interest, and if this Security is authenticated between a record date
referred to on the face hereof and the next succeeding interest payment date,
interest shall accrue from such interest payment date. Interest will be computed
on the basis of a 360-day year of twelve 30-day months.

2. Method of Payment.

                  The Company will pay interest on the Securities (except
defaulted interest, if any, which will be paid on such special payment date to
Holders of record on such special record date as may be fixed by the Company) to
the persons who are registered Holders of Securities at the close of business on
the [Insert record dates]. Holders must surrender Securities to a Paying Agent
to collect principal payments. The Company will pay principal and interest in
money of the United States that at the time of payment is legal tender for
payment of public and private debts.

3. Paying Agent and Registrar.

                  Initially, American Stock Transfer & Trust Company (the
"Trustee") will act as Paying Agent and Registrar. The Company may change or
appoint any Paying Agent, Registrar or co-Registrar without notice. The Company
or any of its Subsidiaries or any of their Affiliates may act as Paying Agent,
Registrar or co-Registrar.

4. Indenture.

                  The Company issued the Securities under an Indenture dated as
of April 11, 2002 ("Indenture"), among the Company, the Guarantors and the
Trustee. The terms of the Securities and the Guarantees include those stated in
the Indenture (including those terms set forth in the Authorizing Resolution or
supplemental indenture pertaining to the Securities of the Series of which this
Security is a part) and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 ("TIA") as in effect on the date of the Indenture.
The Securities and the Guarantees are subject to all such terms, and
Securityholders are referred to the Indenture and the Act for a statement of
them. Capitalized terms not defined herein have the


                                      A-2
<PAGE>


meanings given to those terms in the Indenture. The Securities include the
Initial Securities and the Exchange Securities issued in exchange for the
Initial Securities pursuant to the Registration Rights Agreement (as hereinafter
defined).

                  The Company will furnish to any Securityholder upon written
request and without charge a copy of the Indenture and the applicable
Authorizing Resolution or supplemental indenture. Requests may be made to: D.R.
Horton, Inc., 1901 Ascension Blvd., Suite 100, Arlington, Texas 76006,
Attention: Chief Financial Officer.

5. Optional Redemption.(a)

                  The Company may redeem the Securities at any time on or after
______________, ____, in whole or in part, at the following redemption prices
(expressed as a percentage of their principal amount) together with interest
accrued and unpaid to the date fixed for redemption:


                           If redeemed during the
                             twelve-month period
                        commencing on ___________ and
                        ending on ___________ in each
                           of the following years               Percentage




                  [Insert provisions relating to redemption at option of
Holders, if any]

                  Selection of the Securities or portions thereof for redemption
pursuant to the foregoing shall be made by the Trustee only on a pro rata basis
or on as nearly a pro rata basis as is practicable (subject to the procedures of
The Depository Trust Company), unless such method is otherwise prohibited.
Notice of redemption will be mailed at least 30 days but not more than 60 days
before the redemption date to each Holder whose Securities are to be redeemed at
the registered address of such Holder. Notice of redemption will be mailed at
least 30 days but not more than 60 days before the redemption date to each
Holder of Securities to be redeemed at the registered address of such Holder.
Securities in denominations larger than $1,000 may be redeemed in part. On and
after the redemption dates interest ceases to accrue on the Securities or
portions thereof called for redemption, provided that if the Company shall


----------
(a)   If applicable.



                                      A-3
<PAGE>


default in the payment of such Securities at the redemption price together with
accrued interest, interest shall continue to accrue at the rate borne by the
Securities.

6. Mandatory Redemption.(a)

                  The Company shall redeem % of the aggregate principal amount
of Securities originally issued under the Indenture on each of , which
redemptions are calculated to retire % of the Securities originally issued prior
to maturity. Such redemptions shall be made at a redemption price equal to 100%
of the principal amount thereof, together with accrued interest to the
redemption date. The Company may reduce the principal amount of Securities to be
redeemed pursuant to this Paragraph 6 by the principal amount of any Securities
previously redeemed, retired or acquired, otherwise than pursuant to this
Paragraph 6, that the Company has delivered to the Trustee for cancellation and
not previously credited to the Company's obligations under this Paragraph 6.
Each such Security shall be received and credited for such purpose by the
Trustee at the redemption price and the amount of such mandatory redemption
payment shall be reduced accordingly.

7. Registration Rights Agreement.

                  The Holder of this Security is entitled to the benefits of a
Registration Rights Agreement, dated as of [ ], among the Company, the
Guarantors and the Initial Purchasers named therein (as such may be amended from
time to time, the "Registration Rights Agreement"). Capitalized terms used in
this subsection but not defined herein have the meanings assigned to them in the
Registration Rights Agreement.

                  If (i) within 90 days after the Issue Date, neither the
Exchange Offer Registration Statement nor the Shelf Registration Statement has
been filed with the Commission; (ii) within 150 days after the Issue Date, the
Exchange Offer Registration Statement or the Shelf Registration Statement, as
applicable, has not been declared effective; (iii) within 180 days after the
Issue Date, the Exchange Offer has not been consummated; or (iv) after either
the Exchange Offer Registration Statement or the Shelf Registration Statement
has been declared effective, such Registration Statement thereafter ceases to be
effective or usable (subject, in the case of the Shelf Registration Statement,
to the exceptions set forth in the Registration Rights Agreement) in connection
with resales of Initial Securities or Exchange Securities in accordance with and
during the periods specified in Sections 2 and 3 of the Registration Rights
Agreement (each such event referred to in clauses (i) through (iv), a
"Registration Default"), liquidated damages ("Liquidated Damages") will accrue
on the Initial Securities and the Exchange Securities from and including the
date on which any such Registration Default shall occur to but excluding the
date on which all Registration Defaults have been cured. Liquidated

----------
(a)   If applicable.



                                      A-4
<PAGE>



Damages will accrue at a rate equal to 0.25% per annum of the aggregate
principal amount of the Securities during the 90-day period immediately
following the occurrence of any Registration Default and shall increase by 0.25%
per annum for each subsequent 90-day period during which such Registration
Default continues, but in no event shall such Liquidated Damages exceed 1.00%
per annum.

8. Denominations, Transfer, Exchange.

                  The Securities are in registered form only without coupons in
denominations of $1,000a and integral multiples of $1,000. A Holder may transfer
or exchange Securities by presentation of such Securities to the Registrar or a
co-Registrar with a request to register the transfer or to exchange them for an
equal principal amount of Securities of other denominations. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not transfer or exchange any Security selected
for redemption, except the unredeemed part thereof if the Security is redeemed
in part, or transfer or exchange any Securities for a period of 15 days before a
selection of Securities to be redeemed.

9. Persons Deemed Owners.


                  The registered Holder of this Security shall be treated as the
owner of it for all purposes.

10. Unclaimed Money.

                  If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent will pay the money back to
the Company at its request. After that, Holders entitled to the money must look
to the Company for payment unless an abandoned property law designates another
person.

11. Amendment, Supplement, Waiver.

                  Subject to certain exceptions, the Indenture or the Securities
may be amended or supplemented with the consent of the Holders of at least a
majority in principal amount of the outstanding Securities of each Series
affected by the amendment and any past default or compliance with any provision
relating to any Series of the Securities may be waived in a particular instance
with the consent of the Holders of a majority in principal amount of the
outstanding Securities of such Series.(b) Without the consent of any
Securityholder, the Company


----------
(a)   If applicable. Insert different or additional denominations and multiples.

(b)   If different terms apply, insert a brief summary thereof.



                                      A-5
<PAGE>



and the Trustee may amend or supplement the Indenture or the Securities to cure
any ambiguity, defect or inconsistency, to provide for uncertificated Securities
in addition to or in place of certificated Securities, to create a Series and
establish its terms, to remove a Guarantor in respect of any Series which, in
accordance with the terms of the Indenture, ceases to be liable in respect of
its Guarantee, or to make any other change, provided such action does not
adversely affect the rights of any Securityholder.

12. Successor Corporation.

                  When a successor corporation assumes all the obligations of
its predecessor under the Securities and the Indenture, the predecessor
corporation will be released from those obligations.

13. Trustee Dealings With Company.

                  American Stock Transfer & Trust Company, the Trustee under the
Indenture, in its individual or any other capacity, may make loans to, accept
deposits from, and perform services for the Company or its affiliates, and may
otherwise deal with the Company or its affiliates, as if it were not Trustee.

14. NO RECOURSE AGAINST OTHERS.

                  A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Securities or the Indenture or for any claim based on, in respect of or by
reason of, such obligations or their creation. Each Securityholder by accepting
a Security waives and releases all such liability. The waiver and release are
part of the consideration for the issue of the Securities.

15. DISCHARGE OF INDENTURE.

                  The Indenture contains certain provisions pertaining to
defeasance, which provisions shall for all purposes have the same effect as if
set forth herein.

16. Authentication.

                  This Security shall not be valid until the Trustee signs the
certificate of authentication on the other side of this Security.

17. Abbreviations.

                  Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).



                                      A-6
<PAGE>



                                 ASSIGNMENT FORM


                  If you the Holder want to assign this Security, fill in the
form below:

                  I or we assign and transfer this Security to


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
              (Insert assignee's social security or tax ID number)



--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
             (Print or type assignee's name, address, and zip code)


and irrevocably appoint

--------------------------------------------------------------------------------
agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.


--------------------------------------------------------------------------------


Date:                                Your signature:
     ----------------                               ----------------------------
                                     (Sign exactly as your name appears on the
                                     other side of this Security)


                               SIGNATURE GUARANTEE

                  Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion
Program ("STAMP") or such other "signature guarantee program" as may be
determined by the Registrar in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934, as amended.

                  In connection with any transfer of this Security occurring
prior to the date which is the earlier of (i) the date of the declaration by the
Commission of the effectiveness of



<PAGE>



a registration statement under the Securities Act of 1933, as amended (the
"Securities Act") covering resales of this Security (which effectiveness shall
not have been suspended or terminated at the date of the transfer) and (ii) two
years from the Issue Date, the undersigned confirms that it has not utilized any
general solicitation or general advertising in connection with the transfer:

                                   [Check One]

(1)  __  to the Company or a subsidiary thereof; or

(2)  __  pursuant to and in compliance with Rule 144A under the Securities Act
         of 1933, as amended; or

(3)  __  to an institutional "accredited investor" (as defined in Rule
         501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as
         amended) that has furnished to the Trustee a signed letter containing
         certain representations and agreements (the form of which letter can be
         obtained from the Trustee); or

(4)  __  outside the United States to a "foreign person" in compliance with Rule
         904 of Regulation S under the Securities Act of 1933, as amended; or

(5)  __  pursuant to the exemption from registration provided by Rule 144 under
         the Securities Act of 1933, as amended; or

(6)  __  pursuant to an effective registration statement under the Securities
         Act of 1933, as amended; or

(7)  __  pursuant to another available exemption from the registration
         requirements of the Securities Act of 1933, as amended;

and unless the box below is checked, the undersigned confirms that such Security
is not being transferred to an "affiliate" of the Company as defined in Rule 144
under the Securities Act of 1933, as amended (an "Affiliate"):



<PAGE>



                  [ ] The transferee is an Affiliate of the Company.

                  Unless one of the items is checked, the Trustee will refuse to
register any of the Securities evidenced by this certificate in the name of any
person other than the registered Holder thereof; provided, however, that if item
(3), (4), (5) or (7) is checked, the Company or the Trustee may require, prior
to registering any such transfer of the Securities, in their sole discretion,
such written legal opinions, certifications (including an investment letter in
the case of box (3) or (7)) and other information as the Trustee or the Company
has reasonably requested to confirm that such transfer is being made pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933, as amended.

                  If none of the foregoing items are checked, the Trustee or
Registrar shall not be obligated to register this Security in the name of any
person other than the Holder hereof unless and until the conditions to any such
transfer of registration set forth herein and in Section 2.14 of the Indenture
shall have been satisfied.

Dated:                             Signed:
      ----------------------              ----------------------------------
                                          (Sign exactly as name appears on the
                                          other side of this Security)


Signature Guarantee:
                    --------------------------------------
                        (Signature must be guaranteed)


                               SIGNATURE GUARANTEE

                  Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion
Program ("STAMP") or such other "signature guarantee program" as may be
determined by the Registrar in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934, as amended.



<PAGE>



              TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED


                  The undersigned represents and warrants that it is purchasing
this Security for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a
"qualified institutional buyer" within the meaning of Rule 144A under the
Securities Act of 1933, as amended and is aware that the sale to it is being
made in reliance on Rule 144A and acknowledges that it has received such
information regarding the Company as the undersigned has requested pursuant to
Rule 144A or has determined not to request such information and that it is aware
that the transferor is relying upon the undersigned's foregoing representations
in order to claim the exemption from registration provided by Rule 144A.


Dated:
      ----------------------      ----------------------------------------------
                                  NOTICE: To be executed by an executive officer


<PAGE>


              [FORM OF NOTATION ON SECURITY RELATING TO GUARANTEE]

                                    GUARANTEE


                  [List of Guarantors] (the "Guarantors") have unconditionally
guaranteed, jointly and severally (such guarantee by each Guarantor being
referred to herein as the "Guarantee") (i) the due and punctual payment of the
principal of and interest on the Securities, whether at maturity, by
acceleration or otherwise, the due and punctual payment of interest on the
overdue principal and interest, if any, on the Securities, to the extent lawful,
and the due and punctual performance of all other obligations of the Company to
the Holders or the Trustee all in accordance with the terms set forth in Article
Nine of the Indenture and (ii) in case of any extension of time of payment or
renewal of any Securities or any of such other obligations, that the same will
be promptly paid in full when due or performed in accordance with the terms of
the extension or renewal, whether at stated maturity, by acceleration or
otherwise.

                  No past, present or future stockholder, officer, director,
employee or incorporator, as such, of any of the Guarantors shall have any
liability under the Guarantee by reason of such person's status as stockholder,
officer, director, employee or incorporator. Each holder of a Security by
accepting a Security waives and releases all such liability. This waiver and
release are part of the consideration for the issuance of the Guarantees.

                  Each holder of a Security by accepting a Security agrees that
any Guarantor named below shall have no further liability with respect to its
Guarantee if such Guarantor otherwise ceases to be liable in respect of its
Guarantee in accordance with the terms of the Indenture.



<PAGE>



                  The Guarantee shall not be valid or obligatory for any purpose
until the certificate of authentication on the Securities upon which the
Guarantee is noted shall have been executed by the Trustee under the Indenture
by the manual signature of one of its authorized officers.


                                    [List of Guarantors]


                                    By:
                                       -----------------------------------------
                                       Title:
                                             -----------------------------------


<PAGE>



                                                                       EXHIBIT B

NO.                                                           CUSIP NO.: _______


                               [TITLE OF SECURITY]

                                D.R. HORTON, INC.
                             A DELAWARE CORPORATION


promises to pay to

or registered assigns
the principal sum of                                    [Dollars](a) on

[Title of Security]
Interest Payment Dates:                          and
Record Dates:                        and

Authenticated:                               Dated:

                                             D.R. HORTON, INC.

                                             [Seal]

                                             By
                                               ---------------------------------
                                               Title:


                                             By
                                               ---------------------------------
                                               Title:

American Stock Transfer & Trust Company, as Trustee, certifies that this is one
of the Securities referred to in the within mentioned Indenture.


By:
    ----------------------------------------
           Authorized Signatory


----------
(a)   Or other currency. Insert corresponding provisions on reverse side of
      Security in respect of foreign currency denomination or interest
      payment requirement.



                                      B-1
<PAGE>



                                D.R. HORTON, INC.

                               [TITLE OF SECURITY]


1. Interest.

                  D.R. HORTON, INC. (the "Company"), a Delaware corporation,
promises to pay interest on the principal amount of this Security at the rate
per annum shown above. The Company will pay interest semiannually on
__________________ and ______________ of each year, commencing on
________________ until the principal is paid or made available for payment.
Interest on the Securities will accrue from the most recent date to which
interest has been paid or duly provided for or, if no interest has been paid,
from _______________, 20 , provided that, if there is no existing default in the
payment of interest, and if this Security is authenticated between a record date
referred to on the face hereof and the next succeeding interest payment date,
interest shall accrue from such interest payment date. Interest will be computed
on the basis of a 360-day year of twelve 30-day months.

2. Method of Payment.

                  The Company will pay interest on the Securities (except
defaulted interest, if any, which will be paid on such special payment date to
Holders of record on such special record date as may be fixed by the Company) to
the persons who are registered Holders of Securities at the close of business on
the [Insert record dates] immediately preceding the interest payment date.
Holders must surrender Securities to a Paying Agent to collect principal
payments. The Company will pay principal and interest in money of the United
States that at the time of payment is legal tender for payment of public and
private debts.

3. Paying Agent and Registrar.

                  Initially, American Stock Transfer & Trust Company (the
"Trustee") will act as Paying Agent and Registrar. The Company may change or
appoint any Paying Agent, Registrar or co-Registrar without notice. The Company
or any of its Subsidiaries or any of their Affiliates may act as Paying Agent,
Registrar or co-Registrar.

4. Indenture.

                  The Company issued the Securities under an Indenture dated as
of April 11, 2002 ("Indenture"), among the Company, the Guarantors and the
Trustee. This Security is one of the duly authorized Exchange Securities of the
Company designated as its [ ]% Senior Notes due [ ] (the "Exchange Securities").
The terms of the Securities and the Guarantees include those stated in the
Indenture (including those terms set forth in the Authorizing Resolution or
supplemental indenture pertaining to the Securities of the Series of which this
Security is a part) and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 ("TIA") as in effect on the date of the Indenture.
The Securities and the Guarantees are



                                      B-2
<PAGE>



subject to all such terms, and Securityholders are referred to the Indenture and
the Act for a statement of them. Capitalized terms not defined herein have the
meanings given to those terms in the Indenture. The Securities include the
Initial Securities and the Exchange Securities issued in exchange for the
Initial Securities pursuant to the Registration Rights Agreement (as hereinafter
defined).

                  The Company will furnish to any Securityholder upon written
request and without charge a copy of the Indenture and the applicable
Authorizing Resolution or supplemental indenture. Requests may be made to: D.R.
Horton, Inc., 1901 Ascension Blvd., Suite 100, Arlington, Texas 76006,
Attention: Chief Financial Officer.

5. Optional Redemption.(a)

                  The Company may redeem the Securities at any time on or after
______________, ____, in whole or in part, at the following redemption prices
(expressed as a percentage of their principal amount) together with interest
accrued and unpaid to the date fixed for redemption:

                           If redeemed during the
                             twelve-month period
                        commencing on ___________ and
                        ending on ___________ in each
                           of the following years               Percentage



                  [Insert provisions relating to redemption at option of
Holders, if any]

                  Selection of the Securities or portions thereof for redemption
pursuant to the foregoing shall be made by the Trustee only on a pro rata basis
or on as nearly a pro rate basis as is practicable (subject to the procedures of
The Depository Trust Company), unless such method is otherwise prohibited.
Notice of redemption will be mailed at least 30 days but not more than 60 days
before the redemption date to each Holder whose Securities are to be redeemed at
the registered address of such Holder. Notice of redemption will be mailed at
least 30 days but not more than 60 days before the redemption date to each
Holder of Securities to be redeemed at the registered address of such Holder.
Securities in denominations larger than


----------
(a)    If applicable.


                                      B-3
<PAGE>


$1,000 may be redeemed in part. On and after the redemption dates interest
ceases to accrue on the Securities or portions thereof called for redemption,
provided that if the Company shall default in the payment of such Security at
the redemption price together with accrued interest, interest shall continue to
accrue at the rate borne by the Securities.

6. Mandatory Redemption.(a)

                  The Company shall redeem     % of the aggregate principal
amount of Securities originally issued under the Indenture on each of         ,
which redemptions are calculated to retire      % of the Securities originally
issued prior to maturity. Such redemptions shall be made at a redemption price
equal to 100% of the principal amount thereof, together with accrued interest to
the redemption date. The Company may reduce the principal amount of Securities
to be redeemed pursuant to this Paragraph 6 by the principal amount of any
Securities previously redeemed, retired or acquired, otherwise than pursuant to
this Paragraph 6, that the Company has delivered to the Trustee for cancellation
and not previously credited to the Company's obligations under this Paragraph 6.
Each such Security shall be received and credited for such purpose by the
Trustee at the redemption price and the amount of such mandatory redemption
payment shall be reduced accordingly.

7. Denominations, Transfer, Exchange.

                  The Securities are in registered form only without coupons in
denominations of $1,000(b) and integral multiples of $1,000. A Holder may
transfer or exchange Securities by presentation of such Securities to the
Registrar or a co-Registrar with a request to register the transfer or to
exchange them for an equal principal amount of Securities of other
denominations. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and to pay any taxes and
fees required by law or permitted by the Indenture. The Registrar need not
transfer or exchange any Security selected for redemption, except the unredeemed
part thereof if the Security is redeemed in part, or transfer or exchange any
Securities for a period of 15 days before a selection of Securities to be
redeemed.

8. Persons Deemed Owners.

                  The registered Holder of this Security shall be treated as the
owner of it for all purposes.


----------
(a)   If applicable.

(b)   If applicable. Insert different or additional denominations and multiples.



                                      B-4
<PAGE>



9. Unclaimed Money.

                  If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent will pay the money back to
the Company at its request. After that, Holders entitled to the money must look
to the Company for payment unless an abandoned property law designates another
person.

10. Amendment, Supplement, Waiver.

                  Subject to certain exceptions, the Indenture or the Securities
may be amended or supplemented with the consent of the Holders of at least a
majority in principal amount of the outstanding Securities of each Series
affected by the amendment and any past default or compliance with any provision
relating to any Series of the Securities may be waived in a particular instance
with the consent of the Holders of a majority in principal amount of the
outstanding Securities of such Series(a). Without the consent of any
Securityholder, the Company and the Trustee may amend or supplement the
Indenture or the Securities to cure any ambiguity, defect or inconsistency, to
provide for uncertificated Securities in addition to or in place of certificated
Securities, to create a Series and establish its terms, to remove a Guarantor in
respect of any Series which, in accordance with the terms of the Indenture,
ceases to be liable in respect of its Guarantee, or to make any other change,
provided such action does not adversely affect the rights of any Securityholder.

11. Successor Corporation.

                  When a successor corporation assumes all the obligations of
its predecessor under the Securities and the Indenture, the predecessor
corporation will be released from those obligations.

12. Trustee Dealings With Company.

                  American Stock Transfer & Trust Company, the Trustee under the
Indenture, in its individual or any other capacity, may make loans to, accept
deposits from, and perform services for the Company or its affiliates, and may
otherwise deal with the Company or its affiliates, as if it were not Trustee.

13. No Recourse Against Others.

                  A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Securities or the Indenture or for any claim based on, in respect of or by
reason of, such obligations or their creation. Each


----------
(a)    If different terms apply, insert a brief summary thereof.



                                      B-5
<PAGE>


Securityholder by accepting a Security waives and releases all such liability.
The waiver and release are part of the consideration for the issue of the
Securities.

14. Discharge of Indenture.

                  The Indenture contains certain provisions pertaining to
defeasance, which provisions shall for all purposes have the same effect as if
set forth herein.

15. Authentication.

                  This Security shall not be valid until the Trustee signs the
certificate of authentication on the other side of this Security.

16. Abbreviations.

                  Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).



                                      B-6
<PAGE>



                                 ASSIGNMENT FORM


                  If you the Holder want to assign this Security, fill in the
form below:

                  I or we assign and transfer this Security to


--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
              (Insert assignee's social security or tax ID number)


--------------------------------------------------------------------------------


--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
             (Print or type assignee's name, address, and zip code)


and irrevocably appoint

--------------------------------------------------------------------------------
agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.


--------------------------------------------------------------------------------

Date:                               Your signature:
      -------------------                          -----------------------------
                                    (Sign exactly as your name appears on the
                                    other side of this Security)


                               SIGNATURE GUARANTEE

                  Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion
Program ("STAMP") or such other "signature guarantee program" as may be
determined by the Registrar in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934, as amended.



                                      B-7
<PAGE>



              [FORM OF NOTATION ON SECURITY RELATING TO GUARANTEE]

                                    GUARANTEE


                  [List of Guarantors] (the "Guarantors") have unconditionally
guaranteed, jointly and severally (such guarantee by each Guarantor being
referred to herein as the "Guarantee") (i) the due and punctual payment of the
principal of and interest on the Securities, whether at maturity, by
acceleration or otherwise, the due and punctual payment of interest on the
overdue principal and interest, if any, on the Securities, to the extent lawful,
and the due and punctual performance of all other obligations of the Company to
the Holders or the Trustee all in accordance with the terms set forth in Article
Nine of the Indenture and (ii) in case of any extension of time of payment or
renewal of any Securities or any of such other obligations, that the same will
be promptly paid in full when due or performed in accordance with the terms of
the extension or renewal, whether at stated maturity, by acceleration or
otherwise.

                  No past, present or future stockholder, officer, director,
employee or incorporator, as such, of any of the Guarantors shall have any
liability under the Guarantee by reason of such person's status as stockholder,
officer, director, employee or incorporator. Each holder of a Security by
accepting a Security waives and releases all such liability. This waiver and
release are part of the consideration for the issuance of the Guarantees.

                  Each holder of a Security by accepting a Security agrees that
any Guarantor named below shall have no further liability with respect to its
Guarantee if such Guarantor otherwise ceases to be liable in respect of its
Guarantee in accordance with the terms of the Indenture.



                                      B-8
<PAGE>



                  The Guarantee shall not be valid or obligatory for any purpose
until the certificate of authentication on the Securities upon which the
Guarantee is noted shall have been executed by the Trustee under the Indenture
by the manual signature of one of its authorized officers.


                                       [List of Guarantors]


                                       By:
                                          --------------------------------------



                                      B-9
<PAGE>



                                                                       EXHIBIT C

                            Form of Certificate To Be
                          Delivered in Connection with
                    Transfers to Non-QIB Accredited Investors

                                                                          [Date]


American Stock Transfer & Trust Company
6201 15th Avenue, 3rd Floor
Brooklyn, NY  11219

Ladies and Gentlemen:

                  In connection with our proposed purchase of [Name of Security]
(the "Securities") of D.R. Horton, Inc., a Delaware corporation (the "Company"),
we confirm that:

                  1. We have received a copy of the Offering Memorandum (the
         "Offering Memorandum"), dated [ ], relating to the Securities and such
         other information as we deem necessary in order to make our investment
         decision. We acknowledge that we have read and agreed to the matters
         stated in the section entitled "Notice to Investors" of such Offering
         Memorandum.

                  2. We understand that any subsequent transfer of the
         Securities is subject to certain restrictions and conditions set forth
         in the Indenture relating to the Securities (the "Indenture") as
         described in the Offering Memorandum and the undersigned agrees to be
         bound by, and not to resell, pledge or otherwise transfer the
         Securities except in compliance with, such restrictions and conditions
         and the Securities Act of 1933, as amended (the "Securities Act"), and
         all applicable state securities laws.

                  3. We understand that the offer and sale of the Securities
         have not been registered under the Securities Act, and that the
         Securities may not be offered or sold within the United States or to,
         or for the account or benefit of, U.S. persons except as permitted in
         the following sentence. We agree, on our own behalf and on behalf of
         any accounts for which we are acting as hereinafter stated, that if we
         should sell any Securities, we will do so only (i) to the Company or
         any subsidiary thereof, (ii) inside the United States in accordance
         with Rule 144A under the Securities Act to a "qualified institutional
         buyer" (as defined in Rule 144A promulgated under the Securities Act),
         (iii) inside the United States to an institutional "accredited
         investor" (as defined below) that, prior to such transfer, furnishes
         (or has furnished on its behalf by a U.S. broker-dealer) to the Trustee
         (as defined in the Indenture) a signed letter containing certain
         representations and agreements relating to the restrictions on transfer
         of the Securities (the form of which letter can be obtained from the
         Trustee), (iv) outside the United States in accordance with Rule 904 of
         Regulation S promulgated under the Securities



                                      C-1
<PAGE>



         Act to non-U.S. persons, (v) pursuant to the exemption from
         registration provided by Rule 144 under the Securities Act (if
         available), or (vi) pursuant to an effective registration statement
         under the Securities Act, and we further agree to provide to any person
         purchasing any of the Securities from us a notice advising such
         purchaser that resales of the Securities are restricted as stated
         herein.

                  4. We understand that, on any proposed resale of any
         Securities, we will be required to furnish to the Trustee and the
         Company such certification, legal opinions and other information as the
         Trustee and the Company may reasonably require to confirm that the
         proposed sale complies with the foregoing restrictions. We further
         understand that the Securities purchased by us will bear a legend to
         the foregoing effect.

                  5. We are an institutional "accredited investor" (as defined
         in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
         Act) and have such knowledge and experience in financial and business
         matters as to be capable of evaluating the merits and risks of our
         investment in the Securities, and we and any accounts for which we are
         acting are each able to bear the economic risk of our or their
         investment, as the case may be.

                  6. We are acquiring the Securities purchased by us for our
         account or for one or more accounts (each of which is an institutional
         "accredited investor") as to each of which we exercise sole investment
         discretion.

                  You, the Company, the Trustee and others are entitled to rely
upon this letter and are irrevocably authorized to produce this letter or a copy
hereof to any interested party in any administrative or legal proceeding or
official inquiry with respect to the matters covered hereby.


                                        Very truly yours,


                                        [Name of Transferee]


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:



                                      C-2
<PAGE>



                                                                       Exhibit D

                       Form of Certificate To Be Delivered
                          in Connection with Transfers
                            Pursuant to Regulation S

                                                                          [Date]
American Stock Transfer & Trust Company
6201 15th Avenue, 3rd Floor
Brooklyn, NY  11219

                  Re: D.R. Horton, Inc. (the "Company")
                      [Name of Security] (the "Securities")


Ladies and Gentlemen:

                  In connection with our proposed sale of $[ ] aggregate
principal amount of the Securities, we confirm that such sale has been effected
pursuant to and in accordance with Regulation S under the U.S. Securities Act of
1933, as amended (the "Securities Act"), and, accordingly, we represent that:

                  (1) the offer of the Securities was not made to a person in
         the United States;

                  (2) either (a) at the time the buy order was originated, the
         transferee was outside the United States or we and any person acting on
         our behalf reasonably believed that the transferee was outside the
         United States, or (b) the transaction was executed in, on or through
         the facilities of a designated off-shore securities market and neither
         we nor any person acting on our behalf knows that the transaction has
         been pre-arranged with a buyer in the United States;

                  (3) no directed selling efforts have been made in the United
         States in contravention of the requirements of Rule 903 or Rule 904 of
         Regulation S, as applicable;

                  (4) the transaction is not part of a plan or scheme to evade
         the registration requirements of the Securities Act; and

                  (5) we have advised the transferee of the transfer
         restrictions applicable to the Securities.

                  You, the Company and counsel for the Company are entitled to
rely upon this letter and are irrevocably authorized to produce this letter or a
copy hereof to any interested party in any administrative or legal proceedings
or official inquiry with respect to the matters covered hereby. Terms used in
this certificate have the meanings set forth in Regulation S.



                                      D-1
<PAGE>



                                        Very truly yours,


                                        [Name of Transferor]


                                            By:
                                               ---------------------------------
                                                      Authorized Signature




                                      D-2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.17
<SEQUENCE>11
<FILENAME>d96909ex4-17.txt
<DESCRIPTION>1ST SUPPLEMENTAL INDENTURE RE: 8.5% SENIOR NOTES
<TEXT>
<PAGE>
                                                                    EXHIBIT 4.17

                                                                  EXECUTION COPY


================================================================================


                D.R. HORTON, INC. AND THE GUARANTORS PARTY HERETO



                           8.5% SENIOR NOTES DUE 2012




                             ----------------------

                          FIRST SUPPLEMENTAL INDENTURE

                           DATED AS OF APRIL 11, 2002

                             ----------------------




                    AMERICAN STOCK TRANSFER & TRUST COMPANY,
                                     TRUSTEE


================================================================================


<PAGE>


                                TABLE OF CONTENTS


<Table>
<Caption>
                                                                               Page
                                                                               ----
<S>            <C>                                                             <C>
                                   ARTICLE ONE

                    Scope of Supplemental Indenture; General


                                   ARTICLE TWO

                               Certain Definitions


                                  ARTICLE THREE

                                    Covenants

Section 3.01.  Repurchase of Notes upon Change of Control........................25
Section 3.02.  Limitations on Indebtedness.......................................26
Section 3.03.  Limitations on Restricted Payments................................27
Section 3.04.  Limitations on Transactions with Affiliates.......................29
Section 3.05.  Limitations on Dispositions of Assets.............................30
Section 3.06.  Limitations on Liens..............................................31
Section 3.07.  Limitations on Restrictions Affecting Restricted Subsidiaries.....32
Section 3.08.  Limitations on Mergers, Consolidations and Sales of Assets........33
Section 3.09.  Reports to Holders of Notes.......................................34

                                  ARTICLE FOUR

                                  Miscellaneous

Section 4.01.  Governing Law.....................................................34
Section 4.02.  No Adverse Interpretation of Other Agreements.....................34
Section 4.03.  No Recourse Against Others........................................35
Section 4.04.  Successors and Assigns............................................35
Section 4.05.  Duplicate Originals...............................................35
Section 4.06.  Severability......................................................35
</Table>


                                      -i-
<PAGE>


                  FIRST SUPPLEMENTAL INDENTURE dated as of April 11, 2002
("Supplemental Indenture"), to the Indenture dated as of April 11, 2002 (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"), each of the Guarantors (as defined herein) and AMERICAN STOCK
TRANSFER & TRUST COMPANY, as trustee (the "Trustee").

                  Each party agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the holders of Notes (as defined
herein):

                  WHEREAS, the Company, the Guarantors and the Trustee have duly
authorized the execution and delivery of the Indenture to provide for the
issuance from time to time of senior debt securities ("Securities") to be issued
in one or more series as in the Indenture provided;

                  WHEREAS, the Company and the Guarantors desire and have
requested the Trustee to join them in the execution and delivery of this
Supplemental Indenture in order to establish and provide for the issuance by the
Company of a series of Securities designated as its 8.5% Senior Notes due 2012.
The 8.5% Senior Notes due 2012 shall be substantially in the form attached
hereto as Exhibit A (the "Initial Notes"), and the 8.5% Senior Notes due 2012 to
be offered in exchange for the Initial Notes pursuant to the terms of the
Registration Rights Agreement, shall be substantially in the form attached
hereto as Exhibit B (the "Exchange Notes" and together with the Initial Notes,
the "Notes"), guaranteed by the Guarantors, on the terms set forth herein;

                  WHEREAS, Section 2.01 of the Indenture provides that a
supplemental indenture may be entered into by the Company, the Guarantors and
the Trustee for such purpose provided certain conditions are met;

                  WHEREAS, the conditions set forth in the Indenture for the
execution and delivery of this Supplemental Indenture have been complied with;
and

                  WHEREAS, all things necessary to make this Supplemental
Indenture a valid agreement of the Company, the Guarantors and the Trustee, in
accordance with its terms, and a valid amendment of, and supplement to, the
Indenture have been done;

                  NOW, THEREFORE:

                  In consideration of the premises and the purchase and
acceptance of the Notes by the holders thereof the Company and the Guarantors
mutually covenant and agree with the Trustee, for the equal and ratable benefit
of the holders, that the Indenture is supplemented and amended, to the extent
expressed herein, as follows:


<PAGE>
                                       2


                                   ARTICLE ONE

                    SCOPE OF SUPPLEMENTAL INDENTURE; GENERAL

                  The changes, modifications and supplements to the Indenture
effected by this Supplemental Indenture shall be applicable only with respect
to, and govern the terms of, the Notes, which shall not be limited in aggregate
principal amount, and shall not apply to any other Securities that may be issued
under the Indenture unless a supplemental indenture with respect to such other
Securities specifically incorporates such changes, modifications and
supplements. Pursuant to this Supplemental Indenture, there is hereby created
and designated a series of Securities under the Indenture entitled "8.5% Senior
Notes due 2012." The Initial Notes shall be in the form of Exhibit A and the
Exchange Notes shall be in the form of Exhibit B hereto. The Notes shall be
guaranteed by the Guarantors as provided in such form and the Indenture. If
required, the Notes may bear an appropriate legend regarding original issue
discount for federal income tax purposes.

                                   ARTICLE TWO

                               CERTAIN DEFINITIONS

                  The following terms have the meanings set forth below in this
Supplemental Indenture. Capitalized terms used but not defined herein have the
meanings ascribed to such terms in the Indenture. To the extent terms defined
herein differ from the Indenture the terms defined herein will govern.

                  "Acquired Indebtedness" means (i) with respect to any Person
that becomes a Restricted Subsidiary (or is merged into the Company or any
Restricted Subsidiary) after the Issue Date, Indebtedness of such Person or any
of its Subsidiaries existing at the time such Person becomes a Restricted
Subsidiary (or is merged into the Company or any Restricted Subsidiary) that was
not incurred in connection with, or in contemplation of, such Person becoming a
Restricted Subsidiary (or being merged into the Company or any Restricted
Subsidiary) and (ii) with respect to the Company or any Restricted Subsidiary,
any Indebtedness expressly assumed by the Company or any Restricted Subsidiary
in connection with the acquisition of any assets from another Person (other than
the Company or any Restricted Subsidiary), which Indebtedness was not incurred
by such other Person in connection with or in contemplation of such acquisition.
Indebtedness incurred in connection with or in contemplation of any transaction
described in clause (i) or (ii) of the preceding sentence shall be deemed to
have been incurred by the Company or a Restricted Subsidiary, as the case may
be, at the time such Person becomes a Restricted Subsidiary (or is merged into
the Company or any Restricted Subsidiary) in the case of clause (i) or at the
time of the acquisition of such assets in the case of clause (ii), but shall not
be deemed Acquired Indebtedness.


<PAGE>
                                       3


                  "Affiliate" means, when used with reference to a specified
Person, any Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Person specified.

                  "Affiliate Transaction" has the meaning set forth in Section
3.03 hereof.

                  "Asset Acquisition" means (i) an Investment by the Company or
any Restricted Subsidiary in any other Person if, as a result of such
Investment, such Person shall become a Restricted Subsidiary or shall be
consolidated or merged with or into the Company or any Restricted Subsidiary or
(ii) the acquisition by the Company or any Restricted Subsidiary of the assets
of any Person, which constitute all or substantially all of the assets or of an
operating unit or line of business of such Person or which is otherwise outside
the ordinary course of business.

                  "Asset Disposition" means any sale, transfer, conveyance,
lease or other disposition (including, without limitation, by way of merger,
consolidation or sale and leaseback or sale of shares of Capital Stock in any
Subsidiary) (each, a "transaction") by the Company or any Restricted Subsidiary
to any Person of any Property having a fair market value in any transaction or
series of related transactions of at least $10 million. The term "Asset
Disposition" shall not include (i) a transaction between the Company and any
Restricted Subsidiary or a transaction between Restricted Subsidiaries, (ii) a
transaction in the ordinary course of business, including, without limitation,
sales (directly or indirectly), dedications and other donations to governmental
authorities, leases and sales and leasebacks of (A) homes, improved land and
unimproved land and (B) real estate (including related amenities and
improvements), (iii) a transaction involving the sale of Capital Stock of, or
the disposition of assets in, an Unrestricted Subsidiary, (iv) any exchange or
swap of assets of the Company or any Restricted Subsidiary for assets that (x)
are to be used by the Company or any Restricted Subsidiary in the ordinary
course of its Real Estate Business and (y) have a Fair Market Value not less
than the Fair Market Value of the assets exchanged or swapped, (v) any sale,
transfer, conveyance, lease or other disposition of assets and properties of the
Company that is governed by Section 3.08 hereof, or (iv) dispositions of
mortgage loans and related assets and mortgage-backed securities in the ordinary
course of a mortgage lending business.

                  "Attributable Debt" means, with respect to any Capitalized
Lease Obligations, the capitalized amount thereof determined in accordance with
GAAP.

                  "Bankruptcy Law" means title 11 of the United States Code, as
amended, or any similar federal or state law for the relief of debtors.

                  "Business Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions in New York, New
York are authorized or obligated by law or executive order to close.


<PAGE>
                                       4


                  "Capital Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated) of
or in such Person's capital stock or other equity interests, and options, rights
or warrants to purchase such capital stock or other equity interests, whether
now outstanding or issued after the Issue Date, including, without limitation,
all Disqualified Stock and Preferred Stock.

                  "Capitalized Lease Obligations" of any Person means the
obligations of such Person to pay rent or other amounts under a lease that is
required to be capitalized for financial reporting purposes in accordance with
GAAP, and the amount of such obligations will be the capitalized amount thereof
determined in accordance with GAAP.

                  "Cash Equivalents" means: (a) U.S. dollars; (b) securities
issued or directly and fully guaranteed or insured by the U.S. government or any
agency or instrumentality thereof having maturities of one year or less from the
date of acquisition; (c) certificates of deposit and eurodollar time deposits
with maturities of one year or less from the date of acquisition, bankers'
acceptances with maturities not exceeding six months and overnight bank
deposits, in each case with any domestic commercial bank having capital and
surplus in excess of $500 million; (d) repurchase obligations with a term of not
more than seven days for underlying securities of the types described in clauses
(b) and (c) entered into with any financial institution meeting the
qualifications specified in clause (c) above; (e) commercial paper rated P-1,
A-1 or the equivalent thereof by Moody's Investors Service, Inc. or Standard &
Poor's Ratings Group, respectively, and in each case maturing within six months
after the date of acquisition; and (f) investments in money market funds
substantially all of the assets of which consist of securities described in the
foregoing clauses (a) through (e).

                  "Change of Control" means (i) any sale, lease or other
transfer (in one transaction or a series of transactions) of all or
substantially all of the consolidated assets of the Company and its Restricted
Subsidiaries to any Person (other than a Restricted Subsidiary); provided,
however, that a transaction where the holders of all classes of Common Equity of
the Company immediately prior to such transaction own, directly or indirectly,
more than 50% of all classes of Common Equity of such Person immediately after
such transaction shall not be a Change of Control; (ii) a "person" or "group"
(within the meaning of Section 13(d) of the Exchange Act (other than (x) the
Company or (y) Donald R. Horton, Terrill J. Horton, or their respective wives,
children, grandchildren and other descendants, or any trust or other entity
formed or controlled by any of such individuals)) becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act) of Common Equity of the
Company representing more than 50% of the voting power of the Common Equity of
the Company; (iii) Continuing Directors cease to constitute at least a majority
of the Board of Directors of the Company; or (iv) the stockholders of the
Company approve any plan or proposal for the liquidation or dissolution of the
Company; provided, however, that a liquidation or dissolution of the Company


<PAGE>
                                       5


which is part of a transaction that does not constitute a Change of Control
under the proviso contained in clause (i) above shall not constitute a Change of
Control.

                  "Common Equity" of any Person means Capital Stock of such
Person that is generally entitled to (i) vote in the election of directors of
such Person or (ii) if such Person is not a corporation, vote or otherwise
participate in the selection of the governing body, partners, managers or others
that will control the management or policies of such Person.

                  "Consolidated Adjusted Tangible Assets" of the Company as of
any date means the Consolidated Tangible Assets of the Company and the
Restricted Subsidiaries at the end of the fiscal quarter immediately preceding
the date less any assets securing any Non-Recourse Indebtedness, as determined
in accordance with GAAP.

                  "Consolidated Cash Flow Available for Fixed Charges" means,
for any period, on a consolidated basis for the Company and the Restricted
Subsidiaries, Consolidated Net Income for such period plus (each to the extent
deducted in calculating such Consolidated Net Income and determined in
accordance with GAAP) (a) the sum for such period, without duplication, of (i)
income taxes, (ii) Consolidated Interest Expense, (iii) depreciation and
amortization expenses and other non-cash charges to earnings and (iv) interest
and financing fees and expenses which were previously capitalized and which are
amortized to cost of sales, minus (b) all other non-cash items (other than the
receipt of notes receivable) increasing such Consolidated Net Income.

                  "Consolidated Fixed Charge Coverage Ratio" means, with respect
to any determination date, the ratio of (x) Consolidated Cash Flow Available for
Fixed Charges for the prior four full fiscal quarters (the "Four Quarter
Period") for which financial results have been reported immediately preceding
the determination date (the "Transaction Date"), to (y) the aggregate
Consolidated Interest Incurred for the Four Quarter Period. For purposes of this
definition, "Consolidated Cash Flow Available for Fixed Charges" and
"Consolidated Interest Incurred" shall be calculated after giving effect on a
pro forma basis for the period of such calculation to (i) the incurrence or the
repayment, repurchase, defeasance or other discharge or the assumption by
another Person that is not an Affiliate (collectively, "repayment") of any
Indebtedness of the Company or any Restricted Subsidiary (and the application of
the proceeds thereof) giving rise to the need to make such calculation, and any
incurrence or repayment of other Indebtedness (and the application of the
proceeds thereof), at any time on or after the first day of the Four Quarter
Period and on or prior to the Transaction Date, as if such incurrence or
repayment, as the case may be (and the application of the proceeds thereof),
occurred on the first day of the Four Quarter Period, except that Indebtedness
under revolving credit facilities shall be deemed to be the average daily
balance of such Indebtedness during the Four Quarter Period (as reduced on such
pro forma basis by the application of any proceeds of the incurrence of
Indebtedness giving rise to the need to make such calculation); (ii) any Asset


<PAGE>
                                       6


Disposition or Asset Acquisition (including, without limitation, any Asset
Acquisition giving rise to the need to make such calculation as a result of the
Company or any Restricted Subsidiary (including any Person that becomes a
Restricted Subsidiary as a result of any such Asset Acquisition) incurring
Acquired Indebtedness at any time on or after the first day of the Four Quarter
Period and on or prior to the Transaction Date), as if such Asset Disposition or
Asset Acquisition (including the incurrence or repayment of any such
Indebtedness) and the inclusion, notwithstanding clause (ii) of the definition
of "Consolidated Net Income," of any Consolidated Cash Flow Available for Fixed
Charges associated with such Asset Acquisition as if it occurred on the first
day of the Four Quarter Period; provided, however, that the Consolidated Cash
Flow Available for Fixed Charges associated with any Asset Acquisition shall not
be included to the extent the net income so associated would be excluded
pursuant to the definition of "Consolidated Net Income," other than clause (ii)
thereof, as if it applied to the Person or assets involved before they were
acquired; and (iii) the Consolidated Cash Flow Available for Fixed Charges and
the Consolidated Interest Incurred attributable to discontinued operations, as
determined in accordance with GAAP, shall be excluded. Furthermore, in
calculating "Consolidated Cash Flow Available for Fixed Charges" for purposes of
determining the denominator (but not the numerator) of this "Consolidated Fixed
Charge Coverage Ratio," (1) interest on Indebtedness in respect of which a pro
forma calculation is required that is determined on a fluctuating basis as of
the Transaction Date (including Indebtedness actually incurred on the
Transaction Date) and which will continue to be so determined thereafter shall
be deemed to have accrued at a fixed rate per annum equal to the rate of
interest on such Indebtedness in effect on the Transaction Date; and (2)
notwithstanding clause (1) above, interest on such Indebtedness determined on a
fluctuating basis, to the extent such interest is covered by agreements relating
to Interest Protection Agreements, shall be deemed to accrue at the rate per
annum resulting after giving effect to the operation of such agreements.

                  "Consolidated Interest Expense" of the Company for any period
means the Interest Expense of the Company and the Restricted Subsidiaries for
such period, determined on a consolidated basis in accordance with GAAP.

                  "Consolidated Interest Incurred" for any period means the
Interest Incurred of the Company and the Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP.

                  "Consolidated Net Income" for any period means the aggregate
net income (or loss) of the Company and its Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP; provided that there
will be excluded from such net income (loss) (to the extent otherwise included
therein), without duplication: (i) the net income (or loss) of (x) any
Unrestricted Subsidiary (other than a Mortgage Subsidiary) or (y) any Person
(other than a Restricted Subsidiary) in which any Person other than the Company
or any Restricted Subsidiary has an ownership interest, except, in each case, to
the extent that any such income


<PAGE>
                                       7


has actually been received by the Company or any Restricted Subsidiary in the
form of cash dividends or similar cash distributions during such period, which
dividends or distributions are not in excess of the Company's or such Restricted
Subsidiary's (as applicable) pro rata share of such Unrestricted Subsidiary's or
such other Person's net income earned during such period, (ii) except to the
extent includable in Consolidated Net Income pursuant to the foregoing clause
(i), the net income (or loss) of any Person that accrued prior to the date that
(a) such Person becomes a Restricted Subsidiary or is merged with or into or
consolidated with the Company or any of its Restricted Subsidiaries (except, in
the case of an Unrestricted Subsidiary that is redesignated a Restricted
Subsidiary during such period, to the extent of its retained earnings from the
beginning of such period to the date of such redesignation) or (b) the assets of
such Person are acquired by the Company or any Restricted Subsidiary, (iii) the
net income of any Restricted Subsidiary to the extent that (but only so long as)
the declaration or payment of dividends or similar distributions by such
Restricted Subsidiary of that income is not permitted by operation of the terms
of its charter or any agreement, instrument, judgment, decree, order, statute,
rule or governmental regulation applicable to that Restricted Subsidiary during
such period, (iv) the gains or losses, together with any related provision for
taxes, realized during such period by the Company or any Restricted Subsidiary
resulting from (a) the acquisition of securities, or extinguishment of
Indebtedness, of the Company or any Restricted Subsidiary or (b) any Asset
Disposition by the Company or any Restricted Subsidiary, (v) any extraordinary
gain or loss together with any related provision for taxes, realized by the
Company or any Restricted Subsidiary and (vi) any non-recurring expense recorded
by the Company or any Restricted Subsidiary in connection with a merger
accounted for as a "pooling-of-interests" transaction; provided, further, that
for purposes of calculating Consolidated Net Income solely as it relates to
clause (iii) of Section 3.03(a) hereof, clause (iv)(b) above shall not be
applicable.

                  "Consolidated Net Worth" of any Person as of any date means
the stockholders' equity (including any Preferred Stock that is classified as
equity under GAAP, other than Disqualified Stock) of such Person and its
Restricted Subsidiaries on a consolidated basis at the end of the fiscal quarter
immediately preceding such date, as determined in accordance with GAAP, less any
amount attributable to Unrestricted Subsidiaries.

                  "Consolidated Tangible Assets" of the Company as of any date
means the total amount of assets of the Company and its Restricted Subsidiaries
(less applicable reserves) on a consolidated basis at the end of the fiscal
quarter immediately preceding such date, as determined in accordance with GAAP,
less: (i) Intangible Assets and (ii) appropriate adjustments on account of
minority interests of other Persons holding equity investments in Restricted
Subsidiaries.

                  "Continuing Director" means a director who either was a member
of the Board of Directors of the Company on the date of this Indenture or who
became a director of the


<PAGE>
                                       8


Company subsequent to such date and whose election, or nomination for election
by the Company's stockholders, was duly approved by a majority of the Continuing
Directors on the Board of Directors of the Company at the time of such approval,
either by a specific vote or by approval of the proxy statement issued by the
Company on behalf of the entire Board of Directors of the Company in which such
individual is named as nominee for director.

                  "control", when used with respect to any Person, means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

                  "Credit Facilities" means, collectively, each of the credit
facilities and guidance lines of credit of the Company or one or more Restricted
Subsidiaries in existence on the date of this Supplemental Indenture and one or
more other facilities or guidance lines of credit among or between the Company
or one or more Restricted Subsidiaries and one or more lenders pursuant to which
the Company or any Restricted Subsidiary may incur indebtedness for working
capital and general corporate purposes (including acquisitions), as any such
facility or line of credit may amended, restated, supplemented or otherwise
modified from time to time, and includes any agreement extending the maturity
of, increasing the amount of, or restructuring, all or any portion of the
Indebtedness under any such facility or line of credit or any successor
facilities or lines of credit and includes any facility or line of credit with
one or more lenders refinancing or replacing all or any portion of the
Indebtedness under such facility or line of credit or any successor facility or
line of credit.

                  "Currency Agreement" of any Person means any foreign exchange
contract, currency swap agreement or other similar agreement or arrangement
designed to protect such Person or any of its Subsidiaries against fluctuations
in currency values.

                  "Custodian" means any receiver, trustee, assignee, liquidator
or similar official under any Bankruptcy Law.

                  "Default" means any event, act or condition that is, or after
notice or the passage of time or both would be, an Event of Default.

                  "Designation Amount" has the meaning provided in the
definition of Unrestricted Subsidiary.

                  "Disqualified Stock" means any Capital Stock that, by its
terms (or by the terms of any security into which it is convertible or for which
it is exchangeable), or upon the happening of any event, (i) matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
is redeemable at the option of the holder thereof, in whole or in part, on or
prior to the final maturity date of the Notes or (ii) is convertible into or
exchangeable or


<PAGE>
                                       9


exercisable for (whether at the option of the issuer or the holder thereof) (a)
debt securities or (b) any Capital Stock referred to in (i) above, in each case,
at any time prior to the final maturity date of the Notes provided, however,
that any Capital Stock that would not constitute Disqualified Stock but for
provisions thereof giving holders thereof (or the holders of any security into
or for which such Capital Stock is convertible, exchangeable or exercisable) the
right to require the Company to repurchase or redeem such Capital Stock upon the
occurrence of a change in control occurring prior to the final maturity date of
the Notes shall not constitute Disqualified Stock if the change in control
provisions applicable to such Capital Stock are no more favorable to such
holders than Section 3.01 hereof and such Capital Stock specifically provides
that the Company will not repurchase or redeem any such Capital Stock pursuant
to such provisions prior to the Company's repurchase of the Notes as are
required pursuant to Section 3.01 hereof.

                  "Dollars" and "$" mean United States Dollars.

                  "Event of Default" means:

                  (1) the failure by the Company to pay interest on any Note
         when the same becomes due and payable and the continuance of any such
         failure for a period of 30 days;

                  (2) the failure by the Company to pay the principal or premium
         of any Note when the same becomes due and payable at maturity, upon
         acceleration or otherwise;

                  (3) the failure by the Company or any Restricted Subsidiary to
         comply with any of its agreements or covenants in, or provisions of,
         the Notes, the Guarantees or the Indenture and such failure continues
         for the period and after the notice specified below (except in the case
         of a default under Section 3.01 or 3.08, which will constitute Events
         of Default with notice but without passage of time);

                  (4) the acceleration of any Indebtedness (other than
         Non-Recourse Indebtedness) of the Company or any Restricted Subsidiary
         that has an outstanding principal amount of $25 million or more,
         individually or in the aggregate, and such acceleration does not cease
         to exist, or such Indebtedness is not satisfied, in either case within
         30 days after such acceleration;

                  (5) the failure by the Company or any Restricted Subsidiary to
         make any principal or interest payment in an amount of $25 million or
         more, individually or in the aggregate, in respect of Indebtedness
         (other than Non-Recourse Indebtedness) of the Company or any Restricted
         Subsidiary within 30 days of such principal or interest becoming due
         and payable (after giving effect to any applicable grace period set
         forth in the documents governing such Indebtedness);


<PAGE>
                                       10


                  (6) a final judgment or judgments that exceed $25 million or
         more, individually or in the aggregate, for the payment of money having
         been entered by a court or courts of competent jurisdiction against the
         Company or any of its Restricted Subsidiaries and such judgment or
         judgments is not satisfied, stayed, annulled or rescinded within 60
         days of being entered;

                  (7) the Company or any Restricted Subsidiary that is a
         Significant Subsidiary pursuant to or within the meaning of any
         Bankruptcy Law:

                           (A) commences a voluntary case,

                           (B) consents to the entry of an order for relief
                  against it in an involuntary case,

                           (C) consents to the appointment of a Custodian of it
                  or for all or substantially all of its property, or

                           (D) makes a general assignment for the benefit of its
                  creditors;

                  (8) a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that:

                           (A) is for relief against the Company or any
                  Restricted Subsidiary that is a Significant Subsidiary as
                  debtor in an involuntary case,

                           (B) appoints a Custodian of the Company or any
                  Restricted Subsidiary that is a Significant Subsidiary or a
                  Custodian for all or substantially all of the property of the
                  Company or any Restricted Subsidiary that is a Significant
                  Subsidiary, or

                           (C) orders the liquidation of the Company or any
                  Restricted Subsidiary that is a Significant Subsidiary,

         and the order or decree remains unstayed and in effect for 60 days; or

                  (9) any Guarantee of a Guarantor which is a Significant
         Subsidiary ceases to be in full force and effect (other than in
         accordance with the terms of such Guarantee and the Indenture) or is
         declared null and void and unenforceable or found to be invalid or any
         Guarantor denies its liability under its Guarantee (other than by
         reason of release of a Guarantor from its Guarantee in accordance with
         the terms of the Indenture and the Guarantee).

                  "Exchange Notes" has the meaning provided in the Recitals.


<PAGE>
                                       11


                  "Fair Market Value" means, with respect to any asset, the
price (after taking into account any liabilities relating to such assets) that
would be negotiated in an arm's-length transaction for cash between a willing
seller and a willing and able buyer, neither of which is under any compulsion to
complete the transaction, as such price is determined in good faith by the Board
of Directors of the Company or a duly authorized committee thereof, as evidenced
by a resolution of such Board or committee.

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, as in effect from time to time.

                  "Guarantors" means (i) initially, on the Issue Date, each of:

                  Allegra, LLC, a California limited liability company;
                  AP LHI, Inc., a California corporation;
                  AP Western GP Corporation, a Delaware corporation;
                  AP WP Operating Corporation, a Delaware corporation;
                  AP WP Partners, L.P., a Delaware limited partnership;
                  APLAM, LLC, a California limited liability company;
                  C. Richard Dobson Builders, Inc., a Virginia corporation;
                  CH Investments of Texas, Inc., a Delaware corporation;
                  CHI Construction Company, an Arizona corporation;
                  CHTEX of Texas, Inc., a Delaware corporation;
                  Continental Homes of Florida, Inc., a Florida corporation;
                  Continental Homes of Texas, L.P., a Texas limited partnership;
                  Continental Homes, Inc., a Delaware corporation;
                  Continental Residential, Inc., a California corporation;
                  D.R. Horton - Emerald, Ltd., a Texas limited partnership;
                  D.R. Horton - Texas, Ltd., a Texas limited partnership;
                  D.R. Horton Los Angeles Holding Company, Inc., a California
                    corporation;
                  D.R. Horton Management Company, Ltd., a Texas limited
                    partnership;
                  D.R. Horton San Diego Holding Company, Inc., a California
                    corporation;
                  D.R. Horton, Inc. - Birmingham, an Alabama corporation;
                  D.R. Horton, Inc. - Chicago, a Delaware corporation;
                  D.R. Horton, Inc. - Denver, a Delaware corporation;
                  D.R. Horton, Inc. - Dietz-Crane, a Delaware corporation;
                  D.R. Horton, Inc. - Greensboro, a Delaware corporation;
                  D.R. Horton, Inc. - Jacksonville, a Delaware corporation;


<PAGE>
                                       12


                  D.R. Horton, Inc. - Louisville, a Delaware corporation;
                  D.R. Horton, Inc. - Minnesota, a Delaware corporation;
                  D.R. Horton, Inc. - New Jersey, a Delaware corporation;
                  D.R. Horton, Inc. - Portland, a Delaware corporation;
                  D.R. Horton, Inc. - Sacramento, a California corporation;
                  D.R. Horton, Inc. - Torrey, a Delaware corporation;
                  D.R. Horton-Schuler Homes, LLC, a Delaware limited liability
                    company;
                  DRH Cambridge Homes, Inc., a California corporation;
                  DRH Cambridge Homes, LLC, a Delaware limited liability
                    company;
                  DRH Construction, Inc., a Delaware corporation;
                  DRH Regrem II, Inc., a Delaware corporation;
                  DRH Regrem III, Inc., a Delaware corporation;
                  DRH Regrem IV, Inc., a Delaware corporation;
                  DRH Regrem V, Inc., a Delaware corporation;
                  DRH Regrem VII, LP, a Texas limited partnership;
                  DRH Regrem VIII, LLC, a Delaware limited liability company;
                  DRH Southwest Construction, Inc., a California corporation;
                  DRH Title Company of Colorado, Inc., a Colorado corporation;
                  DRH Tucson Construction, Inc., a Delaware corporation;
                  DRHI, Inc., a Delaware corporation;
                  HPH Homebuilders 2000 L.P., a California limited partnership;
                  KDB Homes, Inc., a Delaware corporation;
                  LAMCO Housing, Inc., a California corporation;
                  Meadows I, Ltd., a Delaware limited partnership;
                  Meadows II, Ltd., a Delaware limited partnership;
                  Meadows VIII, Ltd., a Delaware limited partnership;
                  Meadows IX, Inc., a New Jersey corporation;
                  Meadows X, Inc., a New Jersey corporation;
                  Melody Homes, Inc., a Delaware corporation;
                  Melmort Co., a Colorado corporation;
                  Porter GP LLC, a Delaware limited liability company;
                  Schuler Homes of Arizona LLC, a Delaware limited liability
                    company;
                  Schuler Homes of California, Inc., a California corporation;
                  Schuler Homes of Oregon, Inc., an Oregon corporation;
                  Schuler Homes of Washington, Inc., a Washington corporation;
                  Schuler Mortgage, Inc., a Delaware corporation;
                  Schuler Realty Hawaii, Inc., a Hawaii corporation;
                  Schuler Realty/Maui, Inc., a Hawaii corporation;
                  SGS Communities at Grande Quay, LLC, a New Jersey limited
                    liability company;
                  SHA Construction LLC, a Delaware limited liability company;


<PAGE>
                                       13


                  SHLR of California, Inc., a California corporation;
                  SHLR of Colorado, Inc., a Colorado corporation;
                  SHLR of Nevada, Inc., a Nevada corporation;
                  SHLR of Utah, Inc., a Utah corporation;
                  SHLR of Washington, Inc., a Washington corporation;
                  SRHI LLC, a Delaware limited liability company;
                  SSHI LLC, a Delaware limited liability company;
                  Vertical Construction Corporation, a Delaware corporation;
                  Western Pacific Funding, Inc., a California corporation;
                  Western Pacific Housing Co., a California corporation;
                  Western Pacific Housing Management, Inc., a California
                    corporation;
                  Western Pacific Housing, Inc., a Delaware corporation;
                  Western Pacific Housing-Antigua, LLC, a Delaware limited
                    liability company;
                  Western Pacific Housing-Aviara, L.P., a California limited
                    partnership;
                  Western Pacific Housing-Boardwalk, LLC, a Delaware limited
                    liability company;
                  Western Pacific Housing-Broadway, LLC, a Delaware limited
                    liability company;
                  Western Pacific Housing-Canyon Park, LLC, a Delaware limited
                    liability company;
                  Western Pacific Housing-Carmel, LLC, a Delaware limited
                  liability company; Western Pacific Housing-Carrillo, LLC, a
                  Delaware limited liability company; Western Pacific
                  Housing-Communications Hill, LLC, a Delaware limited
                    liability company;
                  Western Pacific Housing-Copper Canyon, LLC, a Delaware limited
                    liability company;
                  Western Pacific Housing-Creekside, LLC, a Delaware limited
                    liability company;
                  Western Pacific Housing-Culver City, L.P., a California
                    limited partnership;
                  Western Pacific Housing-Del Valle, LLC, a Delaware limited
                    liability company;
                  Western Pacific Housing-Lomas Verdes, LLC, a Delaware limited
                    liability company;
                  Western Pacific Housing-Lost Hills Park, LLC, a Delaware
                    limited liability company;
                  Western Pacific Housing-McGonigle Canyon, LLC, a Delaware
                    limited liability company;
                  Western Pacific Housing-Mountaingate, L.P., a California
                    limited partnership;
                  Western Pacific Housing-Norco Estates, LLC, a Delaware limited
                    liability company;
                  Western Pacific Housing-Oso, L.P., a California limited
                    partnership;


<PAGE>
                                       14


                  Western Pacific Housing-Pacific Park II, LLC, a Delaware
                    limited liability company;
                  Western Pacific Housing-Park Avenue East, LLC, a Delaware
                    limited liability company;
                  Western Pacific Housing-Park Avenue West, LLC, a Delaware
                    limited liability company;
                  Western Pacific Housing-Playa Vista, LLC, a Delaware limited
                    liability company;
                  Western Pacific Housing-Poinsettia, L.P., a California limited
                    partnership;
                  Western Pacific Housing-River Ridge, LLC, a Delaware limited
                    liability company;
                  Western Pacific Housing-Robinhood Ridge, LLC, a Delaware
                    limited liability company;
                  Western Pacific Housing-Santa Fe, LLC, a Delaware limited
                    liability company;
                  Western Pacific Housing-Scripps II, LLC, a
                    Delaware limited liability company;
                  Western Pacific Housing-Scripps, L.P., a California limited
                    partnership;
                  Western Pacific Housing-Seacove, L.P., a California limited
                    partnership;
                  Western Pacific Housing-Studio 528, LLC, a Delaware limited
                    liability company;
                  Western Pacific Housing-Terra Bay Duets, LLC, a Delaware
                    limited liability company;
                  Western Pacific Housing-Torrance, LLC, a Delaware limited
                    liability company;
                  Western Pacific Housing-Torrey Commercial, LLC, a Delaware
                    limited liability company;
                  Western Pacific Housing-Torrey Meadows, LLC, a Delaware
                    limited liability company;
                  Western Pacific Housing-Torrey Multi-Family, LLC, a Delaware
                    limited liability company;
                  Western Pacific Housing-Torrey Village Center, LLC, a Delaware
                    limited liability company;
                  Western Pacific Housing-Vineyard Terrace, LLC, a Delaware
                    limited liability company;
                  Western Pacific Housing-Windemere, LLC, a Delaware limited
                    liability company;
                  Western Pacific Housing-Windflower, L.P., a California limited
                    partnership;
                  WPH-Camino Ruiz, LLC, a Delaware limited liability company;
                  WPH-HPH, LLC, a Delaware limited liability company;


<PAGE>
                                       15


and (ii) each of the Company's Subsidiaries which becomes a guarantor of Notes
pursuant to the provisions of the Indenture. An Unrestricted Subsidiary may
become a Guarantor if it (x) is so designated by resolution of the Board of
Directors of the Company and (y) executes a supplemental indenture satisfactory
to the Trustee.


                  "Holder" means the Person in whose name a Note is registered
in the books of the Registrar for the Notes.

                  "incurrence" has the meaning set forth in Section 3.01.

                  "Indebtedness" of any Person means, without duplication, (i)
any liability of such Person (a) for borrowed money or under any reimbursement
obligation relating to a letter of credit or other similar instruments (other
than standby letters of credit or similar instrument issued for the benefit of
or surety, performance, completion or payment bonds, earnest money notes or
similar purpose undertakings or indemnifications issued by, such Person in the
ordinary course of business), (b) evidenced by a bond, note, debenture or
similar instrument (including a purchase money obligation) given in connection
with the acquisition of any businesses, properties or assets of any kind or with
services incurred in connection with capital expenditures (other than any
obligation to pay a contingent purchase price which, as of the date of
incurrence thereof is not required to be recorded as a liability in accordance
with GAAP), or (c) in respect of Capitalized Lease Obligations (to the extent of
the Attributable Debt in respect thereof), (ii) any Indebtedness of others that
such Person has guaranteed to the extent of the guarantee, (iii) to the extent
not otherwise included, the obligations of such Person under Currency Agreements
or Interest Protection Agreements to the extent recorded as liabilities not
constituting Interest Incurred, net of amounts recorded as assets in respect of
such agreements, in accordance with GAAP, and (iv) all Indebtedness of others
secured by a Lien on any asset of such Person, whether or not such Indebtedness
is assumed by such Person; provided, that Indebtedness shall not include
accounts payable, liabilities to trade creditors of such Person or other accrued
expenses arising in the ordinary course of business. The amount of Indebtedness
of any Person at any date shall be (a) the outstanding balance at such date of
all unconditional obligations as described above, net of any unamortized
discount to be accounted for as Interest Expense, in accordance with GAAP, (b)
the maximum liability of such Person for any contingent obligations under clause
(ii) above at such date, net of any unamortized discount to be accounted for as
Interest Expense in accordance with GAAP and (c) in the case of clause (iv)
above, the lesser of (1) the fair market value of any asset subject to a Lien
securing the Indebtedness of others on the date that the Lien attaches and (2)
the amount of the Indebtedness secured.

                  "Indenture" has the meaning provided in the Recitals.

                  "Initial Notes" has the meaning provided in the Recitals.


<PAGE>
                                       16


                  "Initial Purchasers" means Salomon Smith Barney Inc., Banc of
America Securities LLC, Credit Lyonnais Securities (USA) Inc., and Fleet
Securities, Inc.

                  "Intangible Assets" of the Company means all unamortized debt
discount and expense, unamortized deferred charges, goodwill, patents,
trademarks, service marks, trade names, copyrights, write-ups of assets over
their prior carrying value (other than write-ups which occurred prior to the
Issue Date and other than, in connection with the acquisition of an asset, the
write-up of the value of such asset (within one year of its acquisition) to its
fair market value in accordance with GAAP) and all other items which would be
treated as intangibles on the consolidated balance sheet of the Company and the
Restricted Subsidiaries prepared in accordance with GAAP.

                  "interest" means, with respect to the Notes, the sum of
interest and any Liquidated Damages on the Notes.

                  "Interest Expense" of any Person for any period means, without
duplication, the aggregate amount of (i) interest which, in conformity with
GAAP, would be set opposite the caption "interest expense" or any like caption
on an income statement for such Person (including, without limitation, imputed
interest included in Capitalized Lease Obligations, all commissions, discounts
and other fees and charges owed with respect to letters of credit and bankers'
acceptance financing, the net costs (but reduced by net gains) associated with
Currency Agreements and Interest Protection Agreements, amortization of other
financing fees and expenses, the interest portion of any deferred payment
obligation, amortization of discount or premium, if any, and all other noncash
interest expense other than interest and other charges amortized to cost of
sales), and (ii) all interest actually paid by the Company or a Restricted
Subsidiary under any guarantee of Indebtedness (including, without limitation, a
guarantee of principal, interest or any combination thereof) of any Person other
than the Company or any Restricted Subsidiary during such period; provided, that
Interest Expense shall exclude any expense associated with the complete
write-off of financing fees and expenses in connection with the repayment of any
Indebtedness.

                  "Interest Incurred" of any Person for any period means,
without duplication, the aggregate amount of (i) Interest Expense and (ii) all
capitalized interest and amortized debt issuance costs.

                  "Interest Protection Agreement" of any Person means any
interest rate swap agreement, interest rate collar agreement, option or futures
contract or other similar agreement or arrangement designed to protect such
Person or any of its Subsidiaries against fluctuations in interest rates with
respect to Indebtedness permitted to be incurred under this Supplemental
Indenture.


<PAGE>
                                       17


                  "Investment Grade" shall mean BBB- or higher by S&P or Baa3 or
higher by Moody's or the equivalent of such ratings by S&P or Moody's.

                  "Investments" of any Person means (i) all investments by such
Person in any other Person in the form of loans, advances or capital
contributions, (ii) all guarantees of Indebtedness or other obligations of any
other Person by such Person, (iii) all purchases (or other acquisitions for
consideration) by such Person of Indebtedness, Capital Stock or other securities
of any other Person and (iv) all other items that would be classified as
investments in any other Person (including, without limitation, purchases of
assets outside the ordinary course of business) on a balance sheet of such
Person prepared in accordance with GAAP.

                  "Issue Date" means the date on which the Notes are originally
issued under this Supplemental Indenture.

                  "Lien" means, with respect to any Property, any mortgage,
lien, pledge, charge, security interest or encumbrance of any kind in respect of
such Property. For purposes of this definition, a Person shall be deemed to own,
subject to a Lien, any Property which it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, capital
lease or other title retention agreement relating to such Property.

                  "Liquidated Damages" shall have the meaning provided in
paragraph 6 of the Initial Note.

                  "Marketable Securities" means (a) equity securities that are
listed on the New York Stock Exchange, the American Stock Exchange or The Nasdaq
National Market and (b) debt securities that are rated by a nationally
recognized rating agency, listed on the New York Stock Exchange or the American
Stock Exchange or covered by at least two reputable market makers.

                  "Moody's" means Moody's Investors Service, Inc. or any
successor to its debt rating business.

                  "Mortgage Subsidiary" means any Subsidiary of the Company
substantially all of whose operations consist of the mortgage lending business.

                  "Net Cash Proceeds" means, with respect to an Asset
Disposition, cash payments received (including any cash payments received by way
of deferred payment of principal pursuant to a note or installment receivable or
otherwise (including any cash received upon sale or disposition of such note or
receivable), but only as and when received), excluding any other consideration
received in the form of assumption by the acquiring Person of Indebtedness or
other obligations relating to the Property disposed of in such Asset Disposition
or received in any other non-cash form unless and until such non-cash
consideration is converted into cash


<PAGE>
                                       18


therefrom, in each case, net of all legal, title and recording tax expenses,
commissions and other fees and expenses incurred, and all federal, state and
local taxes required to be accrued as a liability under GAAP as a consequence of
such Asset Disposition, and in each case net of a reasonable reserve for the
after-tax cost of any indemnification or other payments (fixed and contingent)
attributable to the seller's indemnities or other obligations to the purchaser
undertaken by the Company or any of its Restricted Subsidiaries in connection
with such Asset Disposition, and net of all payments made on any Indebtedness
which is secured by or relates to such Property, in accordance with the terms of
any Lien or agreement upon or with respect to such Property or which must by its
terms or by applicable law be repaid out of the proceeds from such Asset
Disposition, and net of all contractually required distributions and payments
made to minority interest holders in Restricted Subsidiaries or joint ventures
as a result of such Asset Disposition.

                  "Non-Recourse Indebtedness" with respect to any Person means
Indebtedness of such Person for which (i) the sole legal recourse for collection
of principal and interest on such Indebtedness is against the specific property
identified in the instruments evidencing or securing such Indebtedness and such
property was acquired with the proceeds of such Indebtedness or such
Indebtedness was incurred within 90 days after the acquisition of such property
and (ii) no other assets of such Person may be realized upon in collection of
principal or interest on such Indebtedness. Indebtedness which is otherwise
Non-Recourse Indebtedness will not lose its character as Non-Recourse
Indebtedness because there is recourse to the borrower, any guarantor or any
other Person for (i) environmental warranties and indemnities, or (ii)
indemnities for and liabilities arising from fraud, misrepresentation,
misapplication or non-payment of rents, profits, insurance and condemnation
proceeds and other sums actually received by the borrower from secured assets to
be paid to the lender, waste and mechanics' liens.

                  "Notes" has the meaning provided in the Recitals.

                  "Paying Agent" means the Trustee or any successor paying
agent.

                  "Permitted Indebtedness" means (i) Indebtedness under Credit
Facilities which does not exceed $1.0 billion principal amount outstanding at
any one time; (ii) Indebtedness in respect of obligations of the Company and its
Subsidiaries to the trustees under indentures for debt securities; (iii)
intercompany debt obligations of the Company to any Restricted Subsidiary and of
any Restricted Subsidiary to the Company or any other Restricted Subsidiary;
provided, however, that any Indebtedness of any Restricted Subsidiary or the
Company owed to any Restricted Subsidiary or that ceases to be a Restricted
Subsidiary shall be deemed to be incurred and shall be treated as an incurrence
for purposes of the first paragraph of the covenant described under "Limitations
on Indebtedness" at the time the Restricted Subsidiary in question ceases to be
a Restricted Subsidiary; (iv) Indebtedness of the Company or any Restricted


<PAGE>
                                       19


Subsidiary under any Currency Agreements or Interest Protection Agreements in a
notional amount no greater than the payments due (at the time the related
Currency Agreement or Interest Protection Agreement is entered into) with
respect to the Indebtedness or currency being hedged; (v) Purchase Money
Indebtedness; (vi) Capitalized Lease Obligations; (vii) obligations for, pledge
of assets in respect of, and guaranties of, bond financings of political
subdivisions or enterprises thereof in the ordinary course of business; (viii)
Indebtedness secured only by office buildings owned or occupied by the Company
or any Restricted Subsidiary, which Indebtedness does not exceed $20 million
aggregate principal amount outstanding at any one time; (ix) Indebtedness under
warehouse lines of credit, repurchase agreements and Indebtedness secured by
mortgage loans and related assets of mortgage lending Subsidiaries in the
ordinary course of a mortgage lending business; and (x) Indebtedness of the
Company or any Restricted Subsidiary which, together with all other Indebtedness
under this clause (x), does not exceed $30 million aggregate principal amount
outstanding at any one time.

                  "Permitted Investment" means (i) Cash Equivalents; (ii) any
Investment in the Company or any Restricted Subsidiary or any Person that
becomes a Restricted Subsidiary as a result of such Investment or that is
consolidated or merged with or into, or transfers all or substantially all of
the assets of it or an operating unit or line of business to, the Company or a
Restricted Subsidiary; (iii) any receivables, loans or other consideration taken
by the Company or any Restricted Subsidiary in connection with any asset sale
otherwise permitted by the Indenture; (iv) Investments received in connection
with any bankruptcy or reorganization proceeding, or as a result of foreclosure,
perfection or enforcement of any Lien or any judgment or settlement of any
Person in exchange for or satisfaction of Indebtedness or other obligations or
other property received from such Person, or for other liabilities or
obligations of such Person created, in accordance with the terms of the
Indenture; (v) Investments in Currency Agreements or Interest Protection
Agreements described in the definition of Permitted Indebtedness; (vi) any loan
or advance to an executive officer or director of the Company or any Restricted
Subsidiary made in the ordinary course of business; provided, however, that any
such loan or advance exceeding $1 million shall have been approved by the Board
of Directors of the Company or a committee thereof consisting of disinterested
members; (vii) Investments in joint ventures in a Real Estate Business with
unaffiliated third parties in an aggregate amount at any time outstanding not to
exceed 10% of Consolidated Tangible Assets at such time; (viii) Investments in
interests in issuances of collateralized mortgage obligations, mortgages,
mortgage loan securities or other mortgage related assets; and (ix) Investments
in an aggregate amount outstanding not to exceed $100 million.

                  "Permitted Liens" means (i) Liens for taxes, assessments or
governmental or quasi-government charges or claims that (a) are not yet
delinquent, (b) are being contested in good faith by appropriate proceedings and
as to which appropriate reserves have been established or other provisions have
been made in accordance with GAAP, if required, or (c) encumber solely property
abandoned or in the process of being abandoned, (ii) statutory Liens of


<PAGE>
                                       20


landlords and carriers', warehousemen's, mechanics', suppliers', materialmen's,
repairmen's or other Liens imposed by law and arising in the ordinary course of
business and with respect to amounts that, to the extent applicable, either (a)
are not yet delinquent or (b) are being contested in good faith by appropriate
proceedings and as to which appropriate reserves have been established or other
provisions have been made in accordance with GAAP, if required, (iii) Liens
(other than any Lien imposed by the Employee Retirement Income Security Act of
1974, as amended) incurred or deposits made in the ordinary course of business
in connection with workers' compensation, unemployment insurance and other types
of social security, (iv) Liens incurred or deposits made to secure the
performance of tenders, bids, leases, statutory obligations, surety and appeal
bonds, development obligations, progress payments, government contacts, utility
services, developer's or other obligations to make on-site or off-site
improvements and other obligations of like nature (exclusive of obligations for
the payment of borrowed money but including the items referred to in the
parenthetical in clause (i)(a) of the definition of "Indebtedness"), in each
case incurred in the ordinary course of business of the Company and the
Restricted Subsidiaries, (v) attachment or judgment Liens not giving rise to a
Default or an Event of Default, (vi) easements, dedications, assessment district
or similar liens in connection with municipal or special district financing,
rights-of-way, restrictions, reservations, other similar charges, burdens, and
other similar charges or encumbrances not materially interfering with the
ordinary course of business of the Company and the Restricted Subsidiaries,
(vii) zoning restrictions, licenses, restrictions on the use of real property or
minor irregularities in title thereto, which do not materially impair the use of
such real property in the ordinary course of business of the Company and the
Restricted Subsidiaries, (viii) Liens securing Indebtedness incurred pursuant to
clause (viii) or (ix) of the definition of Permitted Indebtedness, (ix) Liens
securing Indebtedness of the Company or any Restricted Subsidiary permitted to
be incurred under the Indenture; provided, that the aggregate amount of all
consolidated Indebtedness of the Company and the Restricted Subsidiaries
(including, with respect to Capitalized Lease Obligations, the Attributable Debt
in respect thereof) secured by Liens (other than Non-Recourse Indebtedness and
Indebtedness incurred pursuant to clause (ix) of the definition of Permitted
Indebtedness) shall not exceed 40% of Consolidated Adjusted Tangible Assets at
any one time outstanding (after giving effect to the incurrence of such
Indebtedness and the use of the proceeds thereof), (x) Liens securing
Non-Recourse Indebtedness of the Company or any Restricted Subsidiary; provided,
that such Liens apply only to the property financed out of the net proceeds of
such Non-Recourse Indebtedness within 90 days after the incurrence of such
Non-Recourse Indebtedness, (xi) Liens securing Purchase Money Indebtedness;
provided that such Liens apply only to the property acquired, constructed or
improved with the proceeds of such Purchase Money Indebtedness within 90 days
after the incurrence of such Purchase Money Indebtedness, (xii) Liens on
property or assets of the Company or any Restricted Subsidiary securing
Indebtedness of the Company or any Restricted Subsidiary owing to the Company or
one or more Restricted Subsidiaries, (xiii) leases or subleases granted to
others not materially interfering with the ordinary course of business of the
Company and the Restricted Subsidiaries, (xiv) purchase money security interests
(including, without limitation, Capitalized Lease


<PAGE>
                                       21


Obligations); provided, that such Liens apply only to the Property acquired and
the related Indebtedness is incurred within 90 days after the acquisition of
such Property, (xv) any right of first refusal, right of first offer, option,
contract or other agreement to sell an asset; provided, that such sale is not
otherwise prohibited under the Indenture, (xvi) any right of a lender or lenders
to which the Company or a Restricted Subsidiary may be indebted to offset
against, or appropriate and apply to the payment of such, Indebtedness any and
all balances, credits, deposits, accounts or money of the Company or a
Restricted Subsidiary with or held by such lender or lenders or its Affiliates,
(xvii) any pledge or deposit of cash or property in conjunction with obtaining
surety, performance, completion or payment bonds and letters of credit or other
similar instruments or providing earnest money obligations, escrows or similar
purpose undertakings or indemnifications in the ordinary course of business of
the Company and its Restricted Subsidiaries, (xviii) Liens for homeowner and
property owner association developments and assessments, (xix) Liens securing
Refinancing Indebtedness; provided, that such Liens extend only to the assets
securing the Indebtedness being refinanced, and (xx) Liens incurred in the
ordinary course of business as security for the obligations of the Company and
its Restricted Subsidiaries with respect to indemnification in respect of title
insurance providers.

                  "Person" means any individual, corporation, partnership,
limited liability company, joint venture, incorporated or unincorporated
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

                  "Preferred Stock" of any Person means all Capital Stock of
such Person which has a preference in liquidation or with respect to the payment
of dividends.

                  "Property" of any Person means all types of real, personal,
tangible, intangible or mixed property owned by such Person, whether or not
included in the most recent consolidated balance sheet of such Person and its
Subsidiaries under GAAP.

                  "Public Equity Offering" means an underwritten public offering
of Common Equity of the Company pursuant to an effective registration statement
filed under the Securities Act (excluding registration statements filed on Form
S-8 or any successor form).

                  "Purchase Money Indebtedness" means Indebtedness of the
Company or any Restricted Subsidiary incurred for the purpose of financing all
or any part of the purchase price, or the cost of construction or improvement,
of any property to be used in the ordinary course of business by the Company and
the Restricted Subsidiaries; provided, however, that (i) the aggregate principal
amount of such Indebtedness shall not exceed such purchase price or cost and
(ii) such Indebtedness shall be incurred no later than 90 days after the
acquisition of such property or completion of such construction or improvement.

                  "Qualified Stock" means Capital Stock of the Company other
than Disqualified Stock.


<PAGE>
                                       22


                  "Rating Agencies" shall mean (1) S&P and (2) Moody's.

                  "Real Estate Business" means homebuilding, housing
construction, real estate development or construction and related real estate
activities, including the provision of mortgage financing or title insurance.

                  "Refinancing Indebtedness" means Indebtedness (to the extent
not Permitted Indebtedness) that refunds, refinances or extends any Indebtedness
of the Company or any Restricted Subsidiary (to the extent not Permitted
Indebtedness) outstanding on the Issue Date or other Indebtedness (to the extent
not Permitted Indebtedness) permitted to be incurred by the Company or any
Restricted Subsidiary pursuant to the terms of this Indenture, but only to the
extent that (i) the Refinancing Indebtedness is subordinated to the Notes or the
Guarantees, as the case may be, to the same extent as the Indebtedness being
refunded, refinanced or extended, if at all, (ii) the Refinancing Indebtedness
is scheduled to mature either (a) no earlier than the Indebtedness being
refunded, refinanced or extended or (b) after the maturity date of the Notes,
(iii) the portion, if any, of the Refinancing Indebtedness that is scheduled to
mature on or prior to the maturity date of the Notes has a Weighted Average Life
to Maturity at the time such Refinancing Indebtedness is incurred that is equal
to or greater than the Weighted Average Life to Maturity of the portion of the
Indebtedness being refunded, refinanced or extended that is scheduled to mature
on or prior to the maturity date of the Notes, and (iv) such Refinancing
Indebtedness is in an aggregate principal amount that is equal to or less than
the aggregate principal amount then outstanding under the Indebtedness being
refunded, refinanced or extended.

                  "Registrar" means American Stock Transfer & Trust Company or
any successor registrar of the Notes.

                  "Registration Rights Agreement" means that certain
registration rights agreement by and among the Company, the Guarantors and the
Initial Purchasers dated as of April 11, 2002.

                  "Restricted Payment" means any of the following: (i) the
declaration or payment of any dividend or any other distribution on Capital
Stock of the Company or any Restricted Subsidiary or any payment made to the
direct or indirect holders (in their capacities as such) of Capital Stock of the
Company or any Restricted Subsidiary (other than (a) dividends or distributions
payable solely in Qualified Stock and (b) in the case of Restricted
Subsidiaries, dividends or distributions payable to the Company or to a
Restricted Subsidiary); (ii) the purchase, redemption or other acquisition or
retirement for value of any Capital Stock of the Company or any Restricted
Subsidiary (other than a payment made to the Company or any Restricted
Subsidiary); and (iii) any Investment (other than any Permitted Investment),
including any Investment in an Unrestricted Subsidiary (including by the
designation of a Subsidiary of the Company as an Unrestricted Subsidiary).


<PAGE>
                                       23


                  "Restricted Subsidiary" means any Subsidiary of the Company
which is not an Unrestricted Subsidiary.

                  "S&P" means Standard and Poor's Ratings Group or any successor
to its debt rating business.

                  "Securities" has the meaning provided in the Recitals.

                  "Significant Subsidiary" means any Subsidiary of the Company
which would constitute a "significant subsidiary" as defined in Rule 1-02 of
Regulation S-X under the Securities Act and the Exchange Act.

                  "Subsidiary" of any Person means any corporation or other
entity of which a majority of the Capital Stock having ordinary voting power to
elect a majority of the Board of Directors or other persons performing similar
functions is at the time directly or indirectly owned or controlled by such
Person.

                  "Successor" has the meaning set forth in Section 3.08.

                  "Supplemental Indenture" has the meaning provided in the
Preamble.

                  "Trustee" means the party named as such above until a
successor replaces such party in accordance with the applicable provisions of
this Indenture and thereafter means the successor serving hereunder.

                  "Unrestricted Subsidiary" means any Subsidiary of the Company
so designated by a resolution adopted by the Board of Directors of the Company
or a duly authorized committee thereof as provided below; provided that (a) the
holders of Indebtedness thereof do not have direct or indirect recourse against
the Company or any Restricted Subsidiary, and neither the Company nor any
Restricted Subsidiary otherwise has liability, for any payment obligations in
respect of such Indebtedness (including any undertaking, agreement or instrument
evidencing such Indebtedness), except, (i) in each case, to the extent that the
amount thereof constitutes a Restricted Payment permitted by the Indenture, (ii)
in the case of Non-Recourse Indebtedness, to the extent such recourse or
liability is for the matters discussed in the last sentence of the definition of
"Non-Recourse Indebtedness," or (iii) to the extent such Indebtedness is a
guarantee by such Subsidiary of Indebtedness of the Company or a Restricted
Subsidiary and (b) no holder of any Indebtedness of such Subsidiary shall have a
right to declare a default on such Indebtedness or cause the payment thereof to
be accelerated or payable prior to its stated maturity as a result of a default
on any Indebtedness of the Company or any Restricted Subsidiary. Subject to the
foregoing, the Board of Directors of the Company or a duly authorized committee
thereof may designate any Subsidiary to be an Unrestricted Subsidiary; provided,
however, that (i) the net amount (the "Designation Amount") then outstanding of
all


<PAGE>
                                       24


previous Investments by the Company and the Restricted Subsidiaries in such
Subsidiary will be deemed to be a Restricted Payment at the time of such
designation and will reduce the amount available for Restricted Payments under
Section 3.03 hereof, to the extent provided therein, (ii) the Company must be
permitted under Section 3.03 hereof to make the Restricted Payment deemed to
have been made pursuant to clause (i), and (iii) after giving effect to such
designation, no Default or Event of Default shall have occurred and be
continuing. In accordance with the foregoing, and not in limitation thereof,
Investments made by any Person in any Subsidiary of such Person prior to such
Person's merger with the Company or any Restricted Subsidiary (but not in
contemplation or anticipation of such merger) shall not be counted as an
Investment by the Company or such Restricted Subsidiary if such Subsidiary of
such Person is designated as an Unrestricted Subsidiary. The Board of Directors
of the Company or a duly authorized committee thereof may also redesignate an
Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that
(i) the Indebtedness of such Unrestricted Subsidiary as of the date of such
redesignation could then be incurred under Section 3.02 hereof and (ii)
immediately after giving effect to such redesignation and the incurrence of any
such additional Indebtedness, the Company and the Restricted Subsidiaries could
incur $1.00 of additional Indebtedness under Section 3.02(a) hereof. Any such
designation or redesignation by the Board of Directors of the Company or a
committee thereof will be evidenced to the Trustee by the filing with the
Trustee of a certified copy of the resolution of the Board of Directors of the
Company or a committee thereof giving effect to such designation or
redesignation and an Officers' Certificate certifying that such designation or
redesignation complied with the foregoing conditions and setting forth the
underlying calculations of such Officers' Certificate. The designation of any
Person as an Unrestricted Subsidiary shall be deemed to include a designation of
all Subsidiaries of such Person as Unrestricted Subsidiaries; provided, however,
that the ownership of the general partnership interest (or a similar member's
interest in a limited liability company) by an Unrestricted Subsidiary shall not
cause a Subsidiary of the Company of which more than 95% of the equity interest
is held by the Company or one or more Restricted Subsidiaries to be deemed an
Unrestricted Subsidiary.

                  "Weighted Average Life to Maturity" means, when applied to any
Indebtedness or portion thereof at any date, the number of years obtained by
dividing (i) the sum of the products obtained by multiplying (a) the amount of
each then remaining installment, sinking fund, serial maturity or other required
payment of principal, including, without limitation, payment at final maturity,
in respect thereof, by (b) the number of years (calculated to the nearest
one-twelfth) that will elapse between such date and the making of such payment
by (ii) the sum of all such payments described in clause (i)(a) above.


<PAGE>
                                       25


                                  ARTICLE THREE

                                    COVENANTS

Section 3.01. Repurchase of Notes upon Change of Control.

                  (a) In the event that there shall occur a Change of Control,
each Holder of Notes shall have the right, at such Holder's option, to require
the Company to purchase all or any part of such Holder's Notes on a date (the
"Repurchase Date") that is no later than 90 days after notice of the Change of
Control, at 101% of the principal amount thereof plus accrued interest to the
Repurchase Date.

                  (b) On or before the thirtieth day after any Change of
Control, the Company is obligated to mail, or cause to be mailed, to all Holders
of record of Notes a notice regarding the Change of Control and the repurchase
right. The notice shall state the Repurchase Date, the date by which the
repurchase right must be exercised, the price for the Notes and the procedure
which the Holder must follow to exercise such right. To exercise such right, the
Holder of such Note must deliver at least ten days prior to the Repurchase Date
written notice to the Company (or an agent designated by the Company for such
purpose) of the Holder's exercise of such right, together with the Note with
respect to which the right is being exercised, duly endorsed for transfer;
provided, however, that if mandated by applicable law, a Holder may be permitted
to deliver such written notice nearer to the Repurchase Date than may be
specified by the Company.

                  (c) The Company will comply with applicable law, including
Section 14(e) of the Exchange Act and Rule 14e-1 thereunder, if applicable, if
the Company is required to give a notice of right of repurchase as a result of a
Change of Control.

Section 3.02. Limitations on Indebtedness.

                  (a) Until the Notes are rated Investment Grade by both Rating
Agencies (after which time the following covenant will no longer be in effect),
the Company will not, and will not cause or permit any Restricted Subsidiary,
directly or indirectly, to, create, incur, assume, become liable for or
guarantee the payment of (collectively, an "incurrence") any Indebtedness
(including Acquired Indebtedness) unless, after giving effect thereto and the
application of the proceeds therefrom, the Consolidated Fixed Charge Coverage
Ratio on the date thereof would be at least 2.0 to 1.0.

                  (b) Notwithstanding the foregoing, the provisions of this
Supplemental Indenture will not prevent the incurrence of: (i) Permitted
Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness,
(iv) any Guarantee of Indebtedness of the Company


<PAGE>
                                       26


represented by the Notes and (v) any guarantee of Indebtedness incurred under
Credit Facilities in compliance with this Indenture.

                  (c) For purposes of determining compliance with this covenant,
in the event that an item of Indebtedness may be incurred through the first
paragraph of this covenant or by meeting the criteria of one or more of the
types of Indebtedness described in the second paragraph of this covenant (or the
definitions of the terms used therein), the Company, in its sole discretion, (i)
may classify such item of Indebtedness under and comply with either of such
paragraphs (or any of such definitions), as applicable, (ii) may classify and
divide such item of Indebtedness into more than one of such paragraphs (or
definitions), as applicable, and (iii) may elect to comply with such paragraphs
(or definitions), as applicable, in any order.

                  (d) The Company will not, and will not cause or permit any
Guarantor to, directly or indirectly, in any event incur any Indebtedness that
purports to be by its terms (or by the terms of any agreement governing such
Indebtedness) subordinated to any other Indebtedness of the Company or of such
Guarantor, as the case may be, unless such Indebtedness is also by its terms (or
by the terms of any agreement governing such Indebtedness) made expressly
subordinated to the Notes or the Guarantee of such Guarantor, as the case may
be, to the same extent and in the same manner as such Indebtedness is
subordinated to such other Indebtedness of the Company or such Guarantor, as the
case may be.

Section 3.03. Limitations on Restricted Payments.

                  (a) Until the Notes are rated Investment Grade by both Rating
Agencies (after which time the following covenant will no longer be in effect),
the Company will not, and will not cause or permit any Restricted Subsidiary to,
directly or indirectly, make any Restricted Payment unless:

                  (i) no Default or Event of Default shall have occurred and be
         continuing at the time of or immediately after giving effect to such
         Restricted Payment;

                  (ii) immediately after giving effect to such Restricted
         Payment, the Company could incur at least $1.00 of Indebtedness
         pursuant to Section 3.02(a) hereof; and

                 (iii) immediately after giving effect to such Restricted
         Payment, the aggregate amount of all Restricted Payments (including the
         Fair Market Value of any non-cash Restricted Payment) declared or made
         after the Issue Date does not exceed the sum of (a) 50% of the
         Consolidated Net Income of the Company on a cumulative basis during the
         period (taken as one accounting period) from and including April 1,
         1998 and ending on the last day of the Company's fiscal quarter
         immediately preceding the date of such Restricted Payment (or in the
         event such Consolidated Net Income shall be a deficit, minus 100% of
         such deficit), plus (b) 100% of the aggregate net cash


<PAGE>
                                       27


         proceeds of and the fair market value of Property received by the
         Company from (1) any capital contribution to the Company after June 9,
         1997 or any issue or sale after June 9, 1997 of Qualified Stock (other
         than to any Subsidiary of the Company) and (2) the issue or sale after
         June 9, 1997 of any Indebtedness or other securities of the Company
         convertible into or exercisable for Qualified Stock of the Company that
         have been so converted or exercised, as the case may be, plus (c) $86.0
         million, which is equal to the aggregate principal amount of the
         Company's 6-7/8% Convertible Subordinated Notes due 2002 that were
         converted into the Company's Common Equity prior to the Issue Date,
         plus (d) in the case of the disposition or repayment of any Investment
         constituting a Restricted Payment made after the June 9, 1997, an
         amount (to the extent not included in the calculation of the
         Consolidated Net Income referred to in (a)) equal to the lesser of (x)
         the return of capital with respect to such Investment (including by
         dividend, distribution or sale of Capital Stock) and (y) the amount of
         such Investment that was treated as a Restricted Payment, in either
         case, less the cost of the disposition or repayment of such Investment
         (to the extent not included in the calculation of the Consolidated Net
         Income referred to in (a)), plus (e) with respect to any Unrestricted
         Subsidiary that is redesignated as a Restricted Subsidiary after June
         9, 1997 in accordance with the definition of Unrestricted Subsidiary
         (so long as the designation of such Subsidiary as an Unrestricted
         Subsidiary was treated as a Restricted Payment made after June 9, 1997
         and only to the extent not included in the calculation of the
         Consolidated Net Income referred to in (a)), an amount equal to the
         lesser of (x) the proportionate interest of the Company or a Restricted
         Subsidiary in an amount equal to the excess of (I) the total assets of
         such Subsidiary, valued on an aggregate basis at the lesser of book
         value and Fair Market Value thereof, over (II) the total liabilities of
         such Subsidiary, determined in accordance with GAAP, and (y) the
         Designation Amount at the time of such Subsidiary's designation as an
         Unrestricted Subsidiary, plus (f) $50 million minus (g) the aggregate
         amount of all Restricted Payments (other than Restricted Payments
         referred to in clause (C) of the immediately succeeding paragraph) made
         after June 9, 1997 through the Issue Date.

                  (b) Clauses (ii) and (iii) of paragraph (a) will not prohibit:
(A) the payment of any dividend within 60 days of its declaration if such
dividend could have been made on the date of its declaration without violation
of the provisions of this Indenture; (B) the repurchase, redemption or
retirement of any shares of Capital Stock of the Company in exchange for, or out
of the net proceeds of the substantially concurrent sale (other than to a
Subsidiary of the Company) of, other shares of Qualified Stock; and (C) the
purchase, redemption or other acquisition, cancellation or retirement for value
of Capital Stock, or options, warrants, equity appreciation rights or other
rights to purchase or acquire Capital Stock, of the Company or any Subsidiary
held by officers or employees or former officers or employees of the Company or
any Subsidiary (or their estates or beneficiaries under their estates) not to
exceed $20 million in the aggregate since the Issue Date; provided, however,
that each Restricted Payment described


<PAGE>
                                       28


in clauses (A) and (B) of this sentence shall be taken into account for purposes
of computing the aggregate amount of all Restricted Payments pursuant to clause
(iii) of paragraph (a).

                  (c) For purposes of determining the aggregate and
permitted amounts of Restricted Payments made, the amount of any guarantee of
any Investment in any Person that was initially treated as a Restricted Payment
and which was subsequently terminated or expired, net of any amounts paid by the
Company or any Restricted Subsidiary in respect of such guarantee, shall be
deducted.

                  (d) In determining the "fair market value of Property"
for purposes of clause (iii) of the paragraph (a), Property other than cash,
Cash Equivalents and Marketable Securities shall be deemed to be equal in value
to the "equity value" of the Capital Stock or other securities issued in
exchange therefor. The "equity value" of such Capital Stock or other securities
shall be equal to (i) the number of shares of Common Equity issued in the
transaction (or issuable upon conversion or exercise of the Capital Stock or
other securities issued in the transaction) multiplied by the closing sale price
of the Common Equity on its principal market on the date of the transaction
(less, in the case of Capital Stock or other securities which require the
payment of consideration at the time of conversion or exercise, the aggregate
consideration payable thereupon) or (ii) if the Common Equity is not then traded
on the New York Stock Exchange, American Stock Exchange or Nasdaq National
Market, or if the Capital Stock or other securities issued in the transaction do
not consist of Common Equity (or Capital Stock or other securities convertible
into or exercisable for Common Equity), the value of such Capital Stock or other
securities as determined by a nationally recognized investment banking firm
retained by the Board of Directors of the Company.

Section 3.04. Limitations on Transactions with Affiliates.

                  (a) Until the Notes are rated Investment Grade by both
Rating Agencies (after which time the following covenant will no longer be in
effect), the Company will not, and will not cause or permit any Restricted
Subsidiary to, make any loan, advance, guarantee or capital contribution to, or
for the benefit of, or sell, lease, transfer or otherwise dispose of any
property or assets to, or for the benefit of, or purchase or lease any property
or assets from, or enter into or amend any contract, agreement or understanding
with, or for the benefit of, any Affiliate of the Company or any Affiliate of
any of the Company's Subsidiaries or any holder of 10% or more of the Common
Equity of the Company (including any Affiliates of such holders), in a single
transaction or series of related transactions (each, an "Affiliate
Transaction"), except for any Affiliate Transaction the terms of which are at
least as favorable as the terms which could be obtained by the Company or such
Restricted Subsidiary, as the case may be, in a comparable transaction made on
an arm's length basis with Persons who are not such a holder, an Affiliate of
such a holder or an Affiliate of the Company or any of the Company's
Subsidiaries.


<PAGE>
                                       29


                  (b) In addition, the Company will not, and will not cause
or permit any Restricted Subsidiary to, enter into an Affiliate Transaction
unless (i) with respect to any such Affiliate Transaction involving or having a
value of more than $10 million, the Company shall have (x) obtained the approval
of a majority of the Board of Directors of the Company and (y) either obtained
the approval of a majority of the Company's disinterested directors or obtained
an opinion of a qualified independent financial advisor to the effect that such
Affiliate Transaction is fair to the Company or such Restricted Subsidiary, as
the case may be, from a financial point of view and (ii) with respect to any
such Affiliate Transaction involving or having a value of more than $50 million,
the Company shall have (x) obtained the approval of a majority of the Board of
Directors of the Company and (y) delivered to the Trustee an opinion of a
qualified independent financial advisor to the effect that such Affiliate
Transaction is fair to the Company or such Restricted Subsidiary, as the case
may be, from a financial point of view.

                  (c) Notwithstanding the foregoing, an Affiliate Transaction
will not include (i) any contract, agreement or understanding with, or for the
benefit of, or plan for the benefit of employees of the Company or its
Subsidiaries generally (in their capacities as such) that has been approved by
the Board of Directors of the Company, (ii) Capital Stock issuances to
directors, officers and employees of the Company or its Subsidiaries pursuant to
plans approved by the stockholders of the Company, (iii) any Restricted Payment
otherwise permitted under Section 3.03, (iv) any transaction between or among
the Company and one or more Restricted Subsidiaries or between or among
Restricted Subsidiaries (provided, however, no such transaction shall involve
any other Affiliate of the Company (other than an Unrestricted Subsidiary to the
extent the applicable amount constitutes a Restricted Payment permitted by this
Indenture)) and (v) any transaction between one or more Restricted Subsidiaries
and one or more Unrestricted Subsidiaries where all of the payments to, or other
benefits conferred upon, such Unrestricted Subsidiaries are substantially
contemporaneously dividended, or otherwise distributed or transferred without
charge, to the Company or a Restricted Subsidiary.

Section 3.05. Limitations on Dispositions of Assets.

                  Until the Notes are rated Investment Grade by both Rating
Agencies (after which time the following covenant will no longer be in effect),
the Company will not, and will not cause or permit any Restricted Subsidiary to,
make any Asset Disposition unless (x) the Company (or such Restricted
Subsidiary, as the case may be) receives consideration at the time of such Asset
Disposition at least equal to the Fair Market Value thereof, and (y) not less
than 70% of the consideration received by the Company (or such Restricted
Subsidiary, as the case may be) is in the form of cash, Cash Equivalents and
Marketable Securities. The amount of any Indebtedness (other than any
Indebtedness subordinated to the Notes) of the Company or any Restricted
Subsidiary that is actually assumed by the transferee in such Asset Disposition
shall be deemed to be consideration required by clause (y) above for purposes of
determining the percentage of such consideration received by the Company or the
Restricted Subsidiaries.


<PAGE>
                                       30


The Net Cash Proceeds of an Asset Disposition shall, within one year, at the
Company's election, (a) be used by the Company or a Restricted Subsidiary in the
business of the construction and sale of homes conducted by the Company and the
Restricted Subsidiaries or any other business of the Company or a Restricted
Subsidiary existing at the time of such Asset Disposition or (b) to the extent
not so used, be applied to make a Net Cash Proceeds Offer for the Notes and, if
the Company or a Restricted Subsidiary elects or is required to do so, repay,
purchase or redeem any other unsubordinated Indebtedness (on a pro rata basis if
the amount available for such repayment, purchase or redemption is less than the
aggregate amount of (i) the principal amount of the Notes tendered in such Net
Cash Proceeds Offer and (ii) the lesser of the principal amount, or accreted
value, of such other unsubordinated Indebtedness, plus, in each case accrued
interest to the date of repayment, purchase or redemption) at 100% of the
principal amount or accreted value thereof, as the case may be, plus accrued
interest to the date of repurchase or repayment. Notwithstanding the foregoing,
(A) the Company will not be required to apply such Net Cash Proceeds to the
repurchase of Notes in accordance with clause (b) of the preceding sentence
except to the extent that such Net Cash Proceeds, together with the aggregate
Net Cash Proceeds of prior Asset Dispositions (other than those so used) which
have not been applied in accordance with this provision and as to which no prior
Net Cash Proceeds Offer shall have been made, exceed 5% of Consolidated Tangible
Assets and (B) in connection with any Asset Disposition, the Company and the
Restricted Subsidiaries will not be required to comply with the requirements of
clause (y) of the first sentence of this paragraph to the extent that the
aggregate non-cash consideration received in connection with such Asset
Disposition, together with the sum of all non-cash consideration received in
connection with all prior Asset Dispositions that has not yet been converted
into cash, does not exceed 5% of Consolidated Tangible Assets; provided,
however, that when any non-cash consideration is converted into cash, such cash
shall constitute Net Cash Proceeds and be subject to the preceding sentence.

Section 3.06. Limitations on Liens.

                  The Company will not, and will not cause or permit any
Restricted Subsidiary to, create, incur, assume or suffer to exist any Liens,
other than Permitted Liens, on any of its Property, or on any shares of Capital
Stock or Indebtedness of any Restricted Subsidiary, unless contemporaneously
therewith or prior thereto all payments due under this Indenture and the Notes
are secured on an equal and ratable basis with the obligation or liability so
secured until such time as such obligation or liability is no longer secured by
a Lien.

Section 3.07. Limitations on Restrictions Affecting Restricted Subsidiaries.

                  The Company will not, and will not cause or permit any
Restricted Subsidiary to, create, assume or otherwise cause or suffer to exist
or become effective any consensual


<PAGE>
                                       31


encumbrance or restriction (other than encumbrances or restrictions imposed by
law or by judicial or regulatory action or by provisions of leases and other
agreements that restrict the assignability thereof) on the ability of any
Restricted Subsidiary to (i) pay dividends or make any other distributions on
its Capital Stock or any other interest or participation in, or measured by, its
profits, owned by the Company or any other Restricted Subsidiary, or pay
interest on or principal of any Indebtedness owed to the Company or any other
Restricted Subsidiary, (ii) make loans or advances to the Company or any other
Restricted Subsidiary, or (iii) transfer any of its properties or assets to the
Company or any other Restricted Subsidiary, except for (a) encumbrances or
restrictions existing under or by reason of applicable law, (b) covenants or
restrictions contained in Indebtedness in effect on the date of this Indenture
as such covenants or restrictions are in effect on such date, (c) any
restrictions or encumbrances arising under Acquired Indebtedness; provided, that
such encumbrance or restriction applies only to either the assets that were
subject to the restriction or encumbrance at the time of the acquisition or the
obligor on such Indebtedness and its Subsidiaries, (d) any restrictions or
encumbrances arising in connection with Refinancing Indebtedness; provided,
however, that any restrictions and encumbrances of the type described in this
clause (d) that arise under such Refinancing Indebtedness shall not be
materially more restrictive than those under the agreement creating or
evidencing the Indebtedness being refunded, refinanced, replaced or extended,
(e) any Permitted Lien, or any other agreement restricting the sale or other
disposition of property, securing Indebtedness permitted by this Indenture if
such Permitted Lien or agreement does not expressly restrict the ability of a
Subsidiary of the Company to pay dividends or make or repay loans or advances
prior to default thereunder, (f) reasonable and customary borrowing base
covenants set forth in agreements evidencing Indebtedness otherwise permitted by
this Indenture, (g) customary provisions restricting subletting or assignment of
any lease governing a leasehold interest of the Company or any Restricted
Subsidiary, and (h) any restriction with respect to a Restricted Subsidiary
imposed pursuant to an agreement entered into for the sale or disposition of all
or substantially all of the Capital Stock or assets of such Restricted
Subsidiary pending the closing of such sale or disposition.

Section 3.08. Limitations on Mergers, Consolidations and Sales of Assets.

                  Neither the Company nor any Guarantor will consolidate or
merge with or into, or sell, lease, convey or otherwise dispose of all or
substantially all of its assets (including, without limitation, by way of
liquidation or dissolution), or assign any of its obligations under the Notes,
the Guarantees or this Indenture (as an entirety or substantially in one
transaction or in a series of related transactions), to any Person (in each case
other than in a transaction in which the Company or a Restricted Subsidiary is
the survivor of a consolidation or merger, or the transferee in a sale, lease,
conveyance or other disposition) unless: (i) the Person formed by or surviving
such consolidation or merger (if other than the Company or the Guarantor, as the
case may be), or to which such sale, lease, conveyance or other disposition or
assignment will


<PAGE>
                                       32


be made (collectively, the "Successor"), is a corporation or other legal entity
organized and existing under the laws of the United States or any state thereof
or the District of Columbia, and the Successor assumes by supplemental indenture
in a form reasonably satisfactory to the Trustee all of the obligations of the
Company or the Guarantor, as the case may be, under the Notes or a Guarantee, as
the case may be, and the Indenture, (ii) immediately after giving effect to such
transaction, no Default or Event of Default has occurred and is continuing,
(iii) immediately after giving effect to such transaction and the use of any net
proceeds therefrom, on a pro forma basis, the Consolidated Net Worth of the
Company or the Successor (in the case of a transaction involving the Company),
as the case may be, would be at least equal to the Consolidated Net Worth of the
Company immediately prior to such transaction (exclusive of any adjustments to
Consolidated Net Worth attributable to transaction costs) less any amount
treated as a Restricted Payment in connection with such transaction in
accordance with this Indenture and (iv) unless prior to such transaction the
Notes are rated Investment Grade by both Rating Agencies (after which this
clause (iv) shall not apply), immediately after giving effect to such
transaction, the Company could incur at least $1.00 of Indebtedness pursuant to
Section 3.02(a) hereof. The foregoing provisions shall not apply to (i) a
transaction involving the sale or disposition of Capital Stock of a Guarantor,
or the consolidation or merger of a Guarantor, or the sale, lease, conveyance or
other disposition of all or substantially all of the assets of a Guarantor, that
in any such case results in such Guarantor being released from its Guarantee
pursuant to the Indenture or (ii) a transaction the purpose of which is to
change the state of incorporation of the Company or any Guarantor.

Section 3.09. Reports to Holders of Notes.

                  The Company will file with the Commission the annual reports
and the information, documents and other reports required to be filed pursuant
to Section 13 or 15(d) of the Exchange Act. The Company will file with the
Trustee and mail to each Holder of record of Notes such reports, information and
documents within 15 days after it files them with the Commission. In the event
that the Company is no longer subject to these periodic requirements of the
Exchange Act, it will nonetheless continue to file reports with the Commission
and the Trustee and mail such reports to each Holder of Notes as if it were
subject to such reporting requirements. Regardless of whether the Company is
required to furnish such reports to its stockholders pursuant to the Exchange
Act, the Company will cause its consolidated financial statements and a
"Management's Discussion and Analysis of Results of Operations and Financial
Condition" written report, similar to those that would have been required to
appear in annual or quarterly reports, to be delivered to Holders of Notes.


<PAGE>
                                       33


                                  ARTICLE FOUR

                                  MISCELLANEOUS

Section 4.01. Governing Law.

                  The laws of the State of New York shall govern this
Supplemental Indenture, the Securities of each Series and the Guarantees.

Section 4.02. No Adverse Interpretation of Other Agreements.

                  This 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
Supplemental Indenture.

Section 4.03. No Recourse Against Others.

                  All liability described in paragraph 13 of the Initial Note
and paragraph 12 of the Exchange Note of any director, officer, employee or
stockholder, as such, of the Company or any Guarantor is waived and released.

Section 4.04. Successors and Assigns.

                  All covenants and agreements of the Company and the Guarantors
in this Supplemental Indenture and the Notes shall bind its successors and
assigns. All agreements of the Trustee in this Supplemental Indenture shall bind
its successors and assigns.

Section 4.05. Duplicate Originals.

                  The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.

Section 4.06. Severability.

                  In case any one or more of the provisions contained in this
Supplemental Indenture or in 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 of this Supplemental
Indenture or of the Notes.

                            [Signature Pages Follow]


<PAGE>


                  IN WITNESS WHEREOF, the parties have caused this Supplemental
Indenture to be duly executed, all as of the date first above written.

                                D.R. HORTON, INC.


                                By: /s/ SAMUEL R. FULLER
                                   ---------------------------------------------
                                   Samuel R. Fuller
                                   Executive Vice President, Treasurer and
                                   Chief Financial Officer


                                      S-1
<PAGE>


AMERICAN STOCK TRANSFER & TRUST
 COMPANY, as Trustee


By: /s/ HERBERT J. LEMMER
   -----------------------------------
   Name:  Herbert J. Lemmer
   Title: Vice President


                                      S-2
<PAGE>


                           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, 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.
                           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


First Supplemental Indenture          S-3
<PAGE>



                           CH INVESTMENTS OF TEXAS, INC.
                           MEADOWS II, LTD.

                           By:    /s/ WILLIAM PECK
                                ------------------------------------------------
                                William Peck
                                President


First Supplemental Indenture          S-4
<PAGE>


                           CONTINENTAL HOMES OF TEXAS, L.P.

                           By:   CHTEX of Texas, Inc., its general partner

                                 By:  /s/ SAMUEL R. FULLER
                                     -------------------------------------------
                                     Samuel R. Fuller, Treasurer


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

                           By:   Meadows I, Ltd., its 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


                           DRH CAMBRIDGE HOMES, LLC
                           DRH REGREM VIII, LLC

                           By:   D.R. Horton, Inc. - Chicago, a member

                                 By:  /s/ SAMUEL R. FULLER
                                     -------------------------------------------
                                     Samuel R. Fuller
                                     Treasurer


First Supplemental Indenture          S-5
<PAGE>


                           ALLEGRA, LLC
                           APLAM, LLC
                           WESTERN PACIFIC HOUSING CO.
                           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-CREEKSIDE, LLC
                           WESTERN PACIFIC HOUSING-CULVER CITY, L.P.
                           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-PARK AVENUE EAST, LLC
                           WESTERN PACIFIC HOUSING-PARK AVENUE WEST, LLC
                           WESTERN PACIFIC HOUSING-PLAYA VISTA, 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-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
                           WPH-HPH, LLC

                           By:   LAMCO Housing, Inc.,
                                 its Member or General Partner

                                 By:  /s/ SAMUEL R. FULLER
                                     -------------------------------------------
                                     Samuel R. Fuller
                                     Vice President


First Supplemental Indenture          S-6
<PAGE>


                           SCHULER HOMES OF ARIZONA LLC
                           SHA CONSTRUCTION LLC

                           By:      SRHI LLC,
                                    its Member

                                    By:     SLHR of Nevada, Inc.,
                                            its Member

                                            By:     /s/ SAMUEL R. FULLER
                                                   -----------------------------
                                                   Samuel R. Fuller
                                                   Vice President

                           HPH HOMEBUILDERS 2000 L.P.
                           PORTER GP LLC

                           By:      WPH-HPH, LLC,
                                    its General Partner or Member

                                    By:     LAMCO Housing, Inc.,
                                            its Member

                                            By:     /s/ SAMUEL R. FULLER
                                                   -----------------------------
                                                   Samuel R. Fuller
                                                   Vice President


                           AP LHI, INC.
                           AP WESTERN GP CORPORATION
                           AP WP OPERATING CORPORATION
                           LAMCO HOUSING, INC.
                           MELODY HOMES, INC.
                           MELMORT CO.
                           SCHULER HOMES OF CALIFORNIA, INC.
                           SCHULER HOMES OF OREGON, INC.
                           SCHULER HOMES OF WASHINGTON, INC.
                           SCHULER MORTGAGE, INC.
                           SCHULER REALTY HAWAII, INC.
                           SCHULER REALTY/MAUI, 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 MANAGEMENT, INC.
                           WESTERN PACIFIC HOUSING, INC.


                           By:    /s/ SAMUEL R. FULLER
                                 -----------------------------------------------
                                 Samuel R. Fuller
                                 Vice President


First Supplemental Indenture          S-7
<PAGE>


                           D.R. HORTON-SCHULER HOMES, LLC

                           By:   Vertical Construction Corporation,
                                 its Manager

                           By:    /s/ SAMUEL R. FULLER
                                 -----------------------------------------------
                                 Samuel R. Fuller
                                 Vice President


                           SRHI LLC

                           By:   SHLR of Nevada, Inc.,
                                 its Member

                           By:    /s/ SAMUEL R. FULLER
                                 -----------------------------------------------
                                 Samuel R. Fuller
                                 Vice President


                           SSHI LLC

                           By:   SHLR of Washington, Inc.,
                                 its Member

                           By:    /s/ SAMUEL R. FULLER
                                 -----------------------------------------------
                                 Samuel R. Fuller
                                 Vice President


                           WESTERN PACIFIC HOUSING-COPPER CANYON, LLC
                           WESTERN PACIFIC HOUSING-PACIFIC PARK II, LLC
                           WESTERN PACIFIC HOUSING-POINSETTIA, L.P.
                           WESTERN PACIFIC HOUSING-DEL VALLE, LLC

                           By:   AP Western GP Corporation,
                                 its Member or General Partner

                           By:    /s/ SAMUEL R. FULLER
                                 -----------------------------------------------
                                 Samuel R. Fuller
                                 Vice President


                           WESTERN PACIFIC HOUSING-RIVER RIDGE, LLC

                           By:   AP LHI, Inc.,
                                 its Member

                           By:    /s/ SAMUEL R. FULLER
                                 -----------------------------------------------
                                 Samuel R. Fuller
                                 Vice President

                           AP WP PARTNERS, L.P.

                           By:   AP WP Operating Corporation,
                                 its General Partner

                           By:    /s/ SAMUEL R. FULLER
                                 -----------------------------------------------
                                 Samuel R. Fuller
                                 Vice President



First Supplemental Indenture          S-8
<PAGE>


                                                                       EXHIBIT A


NO.                                                           CUSIP NO.:
                                                                         -------

                           8.5% SENIOR NOTES DUE 2012

                                D.R. HORTON, INC.
                             A DELAWARE CORPORATION


promises to pay to

or registered assigns
the principal sum of                             Dollars on April 15, 2012

8.5% Senior Notes Due 2012
Interest Payment Dates:  April 15 and October 15, commencing October 15, 2002.
Record Dates:  April 1 and October 1.

Authenticated:                          Dated:

                                        D.R. HORTON, INC.

                                        [Seal]

                                        By
                                              ----------------------------------
                                              Title:


                                        By
                                              ----------------------------------
                                              Title:

American Stock Transfer & Trust Company, as
Trustee, certifies that this is one of the Notes
referred to in the within mentioned Indenture.


By:
   -----------------------------------------
          Authorized Signatory


                                      A-1
<PAGE>


                                D.R. HORTON, INC.

                           8.5% SENIOR NOTES DUE 2012


1. Interest.

                  D.R. HORTON, INC. (the "Company"), a Delaware corporation,
promises to pay interest on the principal amount of this Note at the rate per
annum shown above. The Company will pay interest semiannually on April 15 and
October 15 of each year, commencing October 15, 2002, until the principal is
paid or made available for payment. Interest on the Notes will accrue from the
most recent date to which interest has been paid or duly provided for or, if no
interest has been paid, from April 11, 2002, provided that, if there is no
existing default in the payment of interest, and if this Note is authenticated
between a record date referred to on the face hereof and the next succeeding
interest payment date, interest shall accrue from such interest payment date.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.

2. Method of Payment. The Company will pay interest on the Notes (except
defaulted interest, if any, which will be paid on such special payment date to
Holders of record on such special record date as may be fixed by the Company) to
the persons who are registered Holders of Notes at the close of business on the
April 1 and October 1 immediately preceding the interest payment date. Holders
must surrender Notes to a Paying Agent to collect principal payments. The
Company will pay principal and interest in money of the United States that at
the time of payment is legal tender for payment of public and private debts.

3. Paying Agent and Registrar.

                  Initially, American Stock Transfer & Trust Company (the
"Trustee") will act as Paying Agent and Registrar. The Company may change or
appoint any Paying Agent, Registrar or co-Registrar without notice. The Company
or any of its Subsidiaries or any of their Affiliates may act as Paying Agent,
Registrar or co-Registrar.

4. Indenture.

                  The Company issued the Notes under an Indenture dated as of
April 11, 2002, as supplemented ("Indenture"), among the Company, the Guarantors
and the Trustee. The terms of the Notes and the Guarantees include those stated
in the Indenture and those made part of the Indenture (including those terms set
forth in the Authorizing Resolution or supplemental indenture pertaining to the
Securities of the Series of which this Note is a part) by reference to the Trust
Indenture Act of 1939 ("TIA") as in effect on the date of the Indenture. The
Notes and the Guarantees are subject to all such terms, and Holders are referred
to the Indenture and the Act for a statement of them. Capitalized terms not
defined herein have the meanings given to those terms in the Indenture. The
Notes include the Initial Notes and the



                                       A-2
<PAGE>


Exchange Notes issued in exchange for the Initial Notes pursuant to the
Registration Rights Agreement (as hereinafter defined).

                  The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture and the applicable Authorizing
Resolution or supplemental indenture. Requests may be made to: D.R. Horton,
Inc., 1901 Ascension Blvd., Suite 100, Arlington, Texas 76006, Attention: Chief
Financial Officer.

5. Optional Redemption.

                  Except as set forth below, the Notes are not redeemable prior
to April 15, 2007. Thereafter, the Notes will be redeemable in whole or in part,
from time to time at the option of the Company, at the following redemption
prices (expressed as percentages of principal amount) if redeemed during the
twelve month period beginning with April 15 of the year indicated below, in each
case together with accrued and unpaid interest (including any Liquidated
Damages), if any, thereon to the date of redemption:

<Table>
<Caption>
                   Year                                             Percentage
                   ----                                             ----------
<S>                                                                 <C>
                   2007......................................          104.250%
                   2008......................................          102.833%
                   2009......................................          101.417%
                   2010 and thereafter.......................          100.000%
</Table>


                  In addition, the Company may redeem Notes, at any time and
from time to time, on or prior to April 15, 2005, with the net cash proceeds of
one or more Public Equity Offerings by the Company, at a redemption price equal
to 108.5% of the principal amount of such Notes, plus accrued and unpaid
interest (including any Liquidated Damages), if any, to the date of redemption;
provided, that at least 65% of the aggregate principal amount of Notes,
excluding any Notes held by the Company or any of its Affiliates, remains
outstanding immediately after the occurrence of such redemption. Notice of any
such redemption must be given within 60 days after the date of the closing of
the relevant Public Equity Offering.

                  Selection of the Notes or portions thereof for redemption
pursuant to the foregoing shall be made by the Trustee only on a pro rata basis
or on as nearly a pro rata basis as is practicable (subject to the procedures of
The Depository Trust Company), unless such method is otherwise prohibited.
Notice of redemption will be mailed at least 30 days but not more than 60 days
before the redemption date to each Holder whose Notes are to be redeemed at the
registered address of such Holder. Notes in denominations larger than $1,000 may
be redeemed in part. On and after the redemption date, interest ceases to accrue
on the Notes or portions thereof called for redemption, provided that if the
Company shall default in the payment of such Notes at the redemption price
together with accrued interest, interest shall continue to accrue at the rate
borne by the Notes.


                                      A-3
<PAGE>


6. Registration Rights Agreement.

                  The Holder of this Note is entitled to the benefits of a
Registration Rights Agreement, dated as of April 11, 2002, among the Company,
the Guarantors and the Initial Purchasers named therein (as such may be amended
from time to time, the "Registration Rights Agreement"). Capitalized terms used
in this subsection but not defined herein have the meanings assigned to them in
the Registration Rights Agreement.

                  If (i) within 90 days after the Issue Date, neither the
Exchange Offer Registration Statement nor the Shelf Registration Statement has
been filed with the Commission; (ii) within 150 days after the Issue Date, the
Exchange Offer Registration Statement or the Shelf Registration Statement, as
applicable, has not been declared effective; (iii) within 180 days after the
Issue Date, the Exchange Offer has not been consummated; or (iv) after either
the Exchange Offer Registration Statement or the Shelf Registration Statement
has been declared effective, such Registration Statement thereafter ceases to be
effective or usable (subject, in the case of the Shelf Registration Statement,
to the exceptions set forth in the Registration Rights Agreement) in connection
with resales of Initial Notes or Exchange Notes in accordance with and during
the periods specified in Sections 2 and 3 of the Registration Rights Agreement
(each such event referred to in clauses (i) through (iv), a "Registration
Default"), liquidated damages ("Liquidated Damages") will accrue on the Initial
Notes and the Exchange Notes from and including the date on which any such
Registration Default shall occur to but excluding the date on which all
Registration Defaults have been cured. Liquidated Damages will accrue at a rate
equal to 0.25% per annum of the aggregate principal amount of the Notes during
the 90-day period immediately following the occurrence of any Registration
Default and shall increase by 0.25% per annum for each subsequent 90-day period
during which such Registration Default continues, but in no event shall such
Liquidated Damages exceed 1.00% per annum.

7. Denominations, Transfer, Exchange.

                  The Notes are in registered form only without coupons in
denominations of $1,000 and integral multiples of $1,000. A Holder may transfer
or exchange Notes by presentation of such Notes to the Registrar or a
co-Registrar with a request to register the transfer or to exchange them for an
equal principal amount of Notes of other denominations. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not transfer or exchange any Note selected for
redemption, except the unredeemed part thereof if the Note is redeemed in part,
or transfer or exchange any Notes for a period of 15 days before a selection of
Notes to be redeemed.

8. Persons Deemed Owners.

                  The registered Holder of this Note shall be treated as the
owner of it for all purposes.


                                      A-4
<PAGE>


9. Unclaimed Money.

                  If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent will pay the money back to
the Company at its request. After that, Holders entitled to the money must look
to the Company for payment unless an abandoned property law designates another
person.

10. Amendment, Supplement, Waiver.

                  Subject to certain exceptions, the Indenture or the Notes may
be amended or supplemented with the consent of the Holders of at least a
majority in principal amount of the outstanding Notes and any past default or
compliance with any provision relating to the Notes may be waived in a
particular instance with the consent of the Holders of a majority in principal
amount of the outstanding Notes. Without the consent of any Holder, the Company
and the Trustee may amend or supplement the Indenture or the Notes to cure any
ambiguity, defect or inconsistency, to provide for uncertificated Notes in
addition to or in place of certificated Notes, to create a Series and establish
its terms, to remove a Guarantor which, in accordance with the terms of the
Indenture, ceases to be liable in respect of its Guarantee, or to make any other
change, provided such action does not adversely affect the rights of any Holder.

11. Successor Corporation.

                  When a successor corporation assumes all the obligations of
its predecessor under the Notes and the Indenture, the predecessor corporation
will be released from those obligations.

12. Trustee Dealings With Company.

                  American Stock Transfer & Trust Company, the Trustee under the
Indenture, in its individual or any other capacity, may make loans to, accept
deposits from, and perform services for the Company or its affiliates, and may
otherwise deal with the Company or its affiliates, as if it were not Trustee.

13. No Recourse Against Others.

                  A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Notes or the Indenture or for any claim based on, in respect of or by reason
of, such obligations or their creation. Each Holder by accepting a Note waives
and releases all such liability. The waiver and release are part of the
consideration for the issue of the Notes.

14. Discharge of Indenture.

                  The Indenture contains certain provisions pertaining to
defeasance, which provisions shall for all purposes have the same effect as if
set forth herein.


                                      A-5
<PAGE>


15. Authentication.

                  This Note shall not be valid until the Trustee signs the
certificate of authentication on the other side of this Note.

16. Abbreviations.

                  Customary abbreviations may be used in the name of a Holder or
an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).


                                      A-6
<PAGE>


                                 ASSIGNMENT FORM


                  If you the Holder want to assign this Note, fill in the form
below:

                  I or we assign and transfer this Note to

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
              (Insert assignee's social security or tax ID number)


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
             (Print or type assignee's name, address, and zip code)


and irrevocably appoint

--------------------------------------------------------------------------------
agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him.

--------------------------------------------------------------------------------

Date:                            Your signature:
      ----------------                          --------------------------------
                                 (Sign exactly as your name appears on the other
                                 side of this Note)


                               SIGNATURE GUARANTEE

                  Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion
Program ("STAMP") or such other "signature guarantee program" as may be
determined by the Registrar in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934, as amended.

                  In connection with any transfer of this Note occurring prior
to the date which is the earlier of (i) the date of the declaration by the
Commission of the effectiveness of a registration statement under the Securities
Act of 1933, as amended (the "Securities Act") covering resales of this Note
(which effectiveness shall not have been suspended or terminated at the


                                      A-7
<PAGE>


date of the transfer) and (ii) two years from the Issue Date, the undersigned
confirms that it has not utilized any general solicitation or general
advertising in connection with the transfer:

                                   [Check One]

(1)  __           to the Company or a subsidiary thereof; or

(2)  __           pursuant to and in compliance with Rule 144A under the
                  Securities Act of 1933, as amended; or

(3)  __           to an institutional "accredited investor" (as defined in Rule
                  501(a)(1), (2), (3) or (7) under the Securities Act of 1933,
                  as amended) that has furnished to the Trustee a signed letter
                  containing certain representations and agreements (the form of
                  which letter can be obtained from the Trustee); or

(4)  __           outside the United States to a "foreign person" in compliance
                  with Rule 904 of Regulation S under the Securities Act of
                  1933, as amended; or

(5)  __           pursuant to the exemption from registration provided by Rule
                  144 under the Securities Act of 1933, as amended; or

(6)  __           pursuant to an effective registration statement under the
                  Securities Act of 1933, as amended; or

(7)  __           pursuant to another available exemption from the registration
                  requirements of the Securities Act of 1933, as amended;

and unless the box below is checked, the undersigned confirms that such Note is
not being transferred to an "affiliate" of the Company as defined in Rule 144
under the Securities Act of 1933, as amended (an "Affiliate"):


                                      A-8
<PAGE>


                  [ ]      The transferee is an Affiliate of the Company.

                  Unless one of the items is checked, the Trustee will refuse to
register any of the Notes evidenced by this certificate in the name of any
person other than the registered Holder thereof; provided, however, that if item
(3), (4), (5) or (7) is checked, the Company or the Trustee may require, prior
to registering any such transfer of the Notes, in their sole discretion, such
written legal opinions, certifications (including an investment letter in the
case of box (3) or (7)) and other information as the Trustee or the Company has
reasonably requested to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933, as amended.

                  If none of the foregoing items are checked, the Trustee or
Registrar shall not be obligated to register this Note in the name of any person
other than the Holder hereof unless and until the conditions to any such
transfer of registration set forth herein and in Section 2.14 of the Indenture
shall have been satisfied.

Dated:                                 Signed:
        --------------------                  ----------------------------------
                                              (Sign exactly as name appears on
                                              the other side of this Note)


Signature Guarantee:
                     -----------------------------------
                        (Signature must be guaranteed)


                               SIGNATURE GUARANTEE

                  Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion
Program ("STAMP") or such other "signature guarantee program" as may be
determined by the Registrar in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934, as amended.


                                      A-9
<PAGE>


              TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED


                  The undersigned represents and warrants that it is purchasing
this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is
relying upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.


Dated:
        --------------          ------------------------------------------------
                                NOTICE:  To be executed by an executive officer


                                      A-10
<PAGE>


              [FORM OF NOTATION ON SECURITY RELATING TO GUARANTEE]

                                    GUARANTEE


                  [List of Guarantors] (the "Guarantors") have unconditionally
guaranteed, jointly and severally (such guarantee by each Guarantor being
referred to herein as the "Guarantee") (i) the due and punctual payment of the
principal of and interest on the Notes, whether at maturity, by acceleration or
otherwise, the due and punctual payment of interest on the overdue principal and
interest, if any, on the Notes, to the extent lawful, and the due and punctual
performance of all other obligations of the Company to the Holders or the
Trustee all in accordance with the terms set forth in Article Nine of the
Indenture and (ii) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, that the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise.

                  No past, present or future stockholder, officer, director,
employee or incorporator, as such, of any of the Guarantors shall have any
liability under the Guarantee by reason of such person's status as stockholder,
officer, director, employee or incorporator. Each holder of a Note by accepting
a Note waives and releases all such liability. This waiver and release are part
of the consideration for the issuance of the Guarantees.

                  Each holder of a Note by accepting a Note agrees that any
Guarantor named below shall have no further liability with respect to its
Guarantee if such Guarantor otherwise ceases to be liable in respect of its
Guarantee in accordance with the terms of the Indenture.


                                      A-11
<PAGE>


                  The Guarantee shall not be valid or obligatory for any purpose
until the certificate of authentication on the Notes upon which the Guarantee is
noted shall have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized officers.

                                         [List of Guarantors]

                                         By:
                                            ------------------------------------
                                            Title:


                                      A-12
<PAGE>


                                                                       EXHIBIT B

NO.                                                           CUSIP NO.:
                                                                         -------

                           8.5% SENIOR NOTES DUE 2012

                                D.R. HORTON, INC.
                             A DELAWARE CORPORATION


promises to pay to

or registered assigns
the principal sum of                                Dollars on April 15, 2012

<Table>
<S>                                       <C>
8.5% Senior Notes Due 2012
Interest Payment Dates:  April 15         and  October 15, commencing October 15, 2002.
Record Dates:  April 1                    and  October 1.
</Table>

Authenticated:                                 Dated:

                                               D.R. HORTON, INC.

                                               [Seal]

                                               By
                                                  ------------------------------
                                                  Title:


                                               By
                                                  ------------------------------
                                                  Title:

American Stock Transfer & Trust Company, as
Trustee, certifies that this is one of the Notes
referred to in the within mentioned Indenture.


By:
   --------------------------------------
           Authorized Signatory


                                      B-1
<PAGE>


                                D.R. HORTON, INC.

                           8.5% SENIOR NOTES DUE 2012


1. Interest.

                  D.R. HORTON, INC. (the "Company"), a Delaware corporation,
promises to pay interest on the principal amount of this Note at the rate per
annum shown above. The Company will pay interest semiannually on April 15 and
October 15 of each year, commencing October 15, 2002, until the principal is
paid or made available for payment. Interest on the Notes will accrue from the
most recent date to which interest has been paid or duly provided for or, if no
interest has been paid, from April 11, 2002, provided that, if there is no
existing default in the payment of interest, and if this Note is authenticated
between a record date referred to on the face hereof and the next succeeding
interest payment date, interest shall accrue from such interest payment date.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.

2. Method of Payment. The Company will pay interest on the Notes (except
defaulted interest, if any, which will be paid on such special payment date to
Holders of record on such special record date as may be fixed by the Company) to
the persons who are registered Holders of Notes at the close of business on the
April 1 and October 1 immediately preceding the interest payment date. Holders
must surrender Notes to a Paying Agent to collect principal payments. The
Company will pay principal and interest in money of the United States that at
the time of payment is legal tender for payment of public and private debts.

3. Paying Agent and Registrar.

                  Initially, American Stock Transfer & Trust Company (the
"Trustee") will act as Paying Agent and Registrar. The Company may change or
appoint any Paying Agent, Registrar or co-Registrar without notice. The Company
or any of its Subsidiaries or any of their Affiliates may act as Paying Agent,
Registrar or co-Registrar.

4. Indenture.

                  The Company issued the Notes under an Indenture dated as of
April 11, 2002, as supplemented ("Indenture"), among the Company, the Guarantors
and the Trustee. This Note is one of the duly authorized Exchange Notes of the
Company designated as its 8.5% Senior Notes due 2012 (the "Exchange Notes"). The
terms of the Notes and the Guarantees include those stated in the Indenture
(including those terms set forth in the Authorizing Resolution or supplemental
indenture pertaining to the Securities of the Series of which this Note is a
part) and those made part of the Indenture by reference to the Trust Indenture
Act of 1939 ("TIA") as in effect on the date of the Indenture. The Notes and the
Guarantees are subject to all such terms, and Holders are referred to the
Indenture and the Act for a statement of them. Capitalized terms not defined
herein have the meanings given to those terms in the Indenture.


                                      B-2
<PAGE>


The Notes include the Initial Notes and the Exchange Notes issued in exchange
for the Initial Notes pursuant to the Registration Rights Agreement (as
hereinafter defined).

                  The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture and the applicable Authorizing
Resolution or supplemental indenture. Requests may be made to: D.R. Horton,
Inc., 1901 Ascension Blvd., Suite 100, Arlington, Texas 76006, Attention: Chief
Financial Officer.

5. Optional Redemption.

                  Except as set forth below, the Notes are not redeemable prior
to April 15, 2007. Thereafter, the Notes will be redeemable in whole or in part,
from time to time at the option of the Company, at the following redemption
prices (expressed as percentages of principal amount) if redeemed during the
twelve month period beginning with April 15 of the year indicated below, in each
case together with accrued and unpaid interest (including any Liquidated
Damages), if any, thereon to the date of redemption:

<Table>
<Caption>
                   Year                                          Percentage
                   ----                                          ----------
<S>                                                              <C>
                   2007......................................       104.250%
                   2008......................................       102.833%
                   2009......................................       101.417%
                   2010 and thereafter.......................       100.000%
</Table>


                  In addition, the Company may redeem Notes, at any time and
from time to time, on or prior to April 15, 2005, with the net cash proceeds of
one or more Public Equity Offerings by the Company, at a redemption price equal
to 108.5% of the principal amount of such Notes, plus accrued and unpaid
interest (including any Liquidated Damages), if any, to the date of redemption;
provided, that at least 65% of the aggregate principal amount of Notes,
excluding any Notes held by the Company or any of its Affiliates, remains
outstanding immediately after the occurrence of such redemption. Notice of any
such redemption must be given within 60 days after the date of the closing of
the relevant Public Equity Offering.

                  Selection of the Notes or portions thereof for redemption
pursuant to the foregoing shall be made by the Trustee only on a pro rata basis
or on as nearly a pro rata basis as is practicable (subject to the procedures of
The Depository Trust Company), unless such method is otherwise prohibited.
Notice of redemption will be mailed at least 30 days but not more than 60 days
before the redemption date to each Holder whose Notes are to be redeemed at the
registered address of such Holder. Notes in denominations larger than $1,000 may
be redeemed in part. On and after the redemption date, interest ceases to accrue
on the Notes or portions thereof called for redemption, provided that if the
Company shall default in the payment of such Notes at the redemption price
together with accrued interest, interest shall continue to accrue at the rate
borne by the Notes.


                                      B-3
<PAGE>


6. Denominations, Transfer, Exchange.

                  The Notes are in registered form only without coupons in
denominations of $1,0001 and integral multiples of $1,000. A Holder may transfer
or exchange Notes by presentation of such Notes to the Registrar or a
co-Registrar with a request to register the transfer or to exchange them for an
equal principal amount of Notes of other denominations. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not transfer or exchange any Note selected for
redemption, except the unredeemed part thereof if the Note is redeemed in part,
or transfer or exchange any Notes for a period of 15 days before a selection of
Notes to be redeemed.

7. Persons Deemed Owners.

                  The registered Holder of this Note shall be treated as the
owner of it for all purposes.

8. Unclaimed Money.

                  If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent will pay the money back to
the Company at its request. After that, Holders entitled to the money must look
to the Company for payment unless an abandoned property law designates another
person.

9. Amendment, Supplement, Waiver.

                  Subject to certain exceptions, the Indenture or the Notes may
be amended or supplemented with the consent of the Holders of at least a
majority in principal amount of the outstanding Notes and any past default or
compliance with any provision relating to the Notes may be waived in a
particular instance with the consent of the Holders of a majority in principal
amount of the outstanding Notes. Without the consent of any Holder, the Company
and the Trustee may amend or supplement the Indenture or the Notes to cure any
ambiguity, defect or inconsistency, to provide for uncertificated Notes in
addition to or in place of certificated Notes, to create a Series and establish
its terms, to remove a Guarantor which, in accordance with the terms of the
Indenture, ceases to be liable in respect of its Guarantee, or to make any other
change, provided such action does not adversely affect the rights of any Holder.


----------
a        If applicable. Insert different or additional denominations and
         multiples.


                                      B-4
<PAGE>


10. Successor Corporation.

                  When a successor corporation assumes all the obligations of
its predecessor under the Notes and the Indenture, the predecessor corporation
will be released from those obligations.

11. Trustee Dealings With Company.

                  American Stock Transfer & Trust Company, the Trustee under the
Indenture, in its individual or any other capacity, may make loans to, accept
deposits from, and perform services for the Company or its affiliates, and may
otherwise deal with the Company or its affiliates, as if it were not Trustee.

12. No Recourse Against Others.

                  A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Notes or the Indenture or for any claim based on, in respect of or by reason
of, such obligations or their creation. Each Holder by accepting a Note waives
and releases all such liability. The waiver and release are part of the
consideration for the issue of the Notes.

13. Discharge of Indenture.

                  The Indenture contains certain provisions pertaining to
defeasance, which provisions shall for all purposes have the same effect as if
set forth herein.

14. Authentication.

                  This Note shall not be valid until the Trustee signs the
certificate of authentication on the other side of this Note.

15. Abbreviations.

                  Customary abbreviations may be used in the name of a Holder or
an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).


                                      B-5
<PAGE>


                                 ASSIGNMENT FORM


                  If you the Holder want to assign this Note, fill in the form
below:

                  I or we assign and transfer this Note to

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
              (Insert assignee's social security or tax ID number)


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
             (Print or type assignee's name, address, and zip code)


and irrevocably appoint

--------------------------------------------------------------------------------
agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him.

--------------------------------------------------------------------------------

Date:                            Your signature:
      ----------------                          --------------------------------
                                 (Sign exactly as your name appears on the other
                                 side of this Note)


                               SIGNATURE GUARANTEE

                  Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion
Program ("STAMP") or such other "signature guarantee program" as may be
determined by the Registrar in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934, as amended.


                                      B-6
<PAGE>


              [FORM OF NOTATION ON SECURITY RELATING TO GUARANTEE]

                                    GUARANTEE


                  [List of Guarantors] (the "Guarantors") have unconditionally
guaranteed, jointly and severally (such guarantee by each Guarantor being
referred to herein as the "Guarantee") (i) the due and punctual payment of the
principal of and interest on the Notes, whether at maturity, by acceleration or
otherwise, the due and punctual payment of interest on the overdue principal and
interest, if any, on the Notes, to the extent lawful, and the due and punctual
performance of all other obligations of the Company to the Holders or the
Trustee all in accordance with the terms set forth in Article Nine of the
Indenture and (ii) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, that the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise.

                  No past, present or future stockholder, officer, director,
employee or incorporator, as such, of any of the Guarantors shall have any
liability under the Guarantee by reason of such person's status as stockholder,
officer, director, employee or incorporator. Each holder of a Note by accepting
a Note waives and releases all such liability. This waiver and release are part
of the consideration for the issuance of the Guarantees.

                  Each holder of a Note by accepting a Note agrees that any
Guarantor named below shall have no further liability with respect to its
Guarantee if such Guarantor otherwise ceases to be liable in respect of its
Guarantee in accordance with the terms of the Indenture.


                                      B-7
<PAGE>


                  The Guarantee shall not be valid or obligatory for any purpose
until the certificate of authentication on the Notes upon which the Guarantee is
noted shall have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized officers.

                                           [List of Guarantors]

                                           By:
                                              ----------------------------------


                                      B-8


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.18
<SEQUENCE>12
<FILENAME>d96909ex4-18.txt
<DESCRIPTION>REGISTRATION RIGHTS RE: 8.5% SENIOR NOTES
<TEXT>
<PAGE>
                                                                    EXHIBIT 4.18


                                                                  EXECUTION COPY

                                D.R. HORTON, INC.

                     $250,000,000 8.5% SENIOR NOTES DUE 2012


                          REGISTRATION RIGHTS AGREEMENT


                                                              New York, New York
                                                                  April 11, 2002

Salomon Smith Barney Inc.
Banc of America Securities LLC
Credit Lyonnais Securities (USA) Inc.
Fleet Securities, Inc.
c/o Salomon Smith Barney Inc.
     as Representative of the Initial Purchasers
388 Greenwich Street
New York, New York  10013

Ladies and Gentlemen:

                  D.R. Horton, Inc., a corporation organized under the laws of
the state of Delaware (the "Company"), proposes to issue and sell to you (the
"Initial Purchasers") its 8.5% Senior Notes due 2012 (the "Notes") upon the
terms set forth in a purchase agreement dated as of April 4, 2002 (the "Purchase
Agreement") relating to the initial placement of the Notes (the "Initial
Placement"). The Notes are to be issued under an indenture dated as of April 11,
2002 (the "Base Indenture") and a supplemental indenture dated as of April 11,
2002 (the "Supplemental Indenture" and together with the Base Indenture, the
"Indenture") among the Company, the guarantors listed on the signature pages
hereto (the "Guarantors" and, together with the Company, the "Issuers") and
American Stock Transfer & Trust Company , as trustee (the "Trustee"). The Notes
will have the benefit of the guarantees (the "Guarantees" and, together with the
Notes, the "Securities") provided for in the Indenture. To induce the Initial
Purchasers to purchase the Securities pursuant to the Purchase Agreement and to
satisfy a condition of your obligations thereunder, the Issuers agree with you
for your benefit and the benefit of the holders from time to time of the
Securities and New Securities (as defined below) (including the Initial
Purchasers) (each a "Holder" and, together, the "Holders"), as follows:

                  1. Definitions. Capitalized terms used herein without
definition shall have their respective meanings set forth in the Purchase
Agreement. As used in this Agreement, the following capitalized defined terms
shall have the following meanings:


<PAGE>
                                      -2-


                  "Act" shall mean the Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated thereunder.

                  "Affiliate" of any specified Person shall mean any other
Person that, directly or indirectly, is in control of, is controlled by, or is
under common control with, such specified Person. For purposes of this
definition, "control" of a Person shall mean the power, direct or indirect, to
direct or cause the direction of the management and policies of such Person
whether by contract or otherwise; and the terms "controlling" and "controlled"
shall have meanings correlative to the foregoing.

                  "Broker-Dealer" shall mean any broker or dealer registered as
such under the Exchange Act.

                  "Business Day" shall mean any day other than a Saturday, a
Sunday or a legal holiday or a day on which banking institutions or trust
companies are authorized or obligated by law to close in New York City.

                  "Commission" shall mean the Securities and Exchange
Commission.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated
thereunder.

                  "Exchange Offer Registration Period" shall mean the earlier of
(i) the 180 day period following the consummation of the Registered Exchange
Offer and (ii) the period following the consummation of the Registered Exchange
Offer and the date upon which all Exchanging Dealers have sold all New
Securities held by them; provided that the period referred to in clause (ii)
above shall be exclusive of any period during which any stop order shall be in
effect suspending the effectiveness of the Exchange Offer Registration
Statement.

                  "Exchange Offer Registration Statement" shall mean a
registration statement of the Issuers on an appropriate form under the Act with
respect to the Registered Exchange Offer, all amendments and supplements to such
registration statement, including post-effective amendments thereto, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

                  "Exchanging Dealer" shall mean any Holder (which may include
any Initial Purchaser) that is a Broker-Dealer and elects to exchange for New
Securities any Securities that it acquired for its own account as a result of
market-making activities or other trading activities (but not directly from any
Issuer or any Affiliate of any Issuer ).

                  "Guarantees" shall have the meaning set forth in the preamble
hereto.

                  "Guarantors" shall have the meaning set forth in the preamble
hereto.


<PAGE>
                                      -3-


                  "Holder" shall have the meaning set forth in the preamble
hereto.

                  "Indenture" shall have the meaning set forth in the preamble
hereto.

                  "Initial Placement" shall have the meaning set forth in the
preamble hereto.

                  "Initial Purchasers" shall have the meaning set forth in the
preamble hereto.

                  "Issuers" shall have the meaning set forth in the preamble
hereto.

                  "Losses" shall have the meaning set forth in Section 6(d)
hereof.

                  "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of Securities registered under a Registration
Statement.

                  "Managing Underwriters" shall mean the investment banker or
investment bankers and manager or managers that shall administer an underwritten
offering.

                  "New Securities" shall mean debt securities of the Issuers
identical in all material respects to the Securities (except that the liquidated
damages provisions and the transfer restrictions shall be modified or
eliminated, as appropriate) and to be issued under the Indenture or the New
Securities Indenture.

                  "New Securities Indenture" shall mean an indenture among the
Issuers and the New Securities Trustee, identical in all material respects to
the Indenture (except that liquidated damages provisions will be modified or
eliminated, as appropriate).

                  "New Securities Trustee" shall mean a bank or trust company
reasonably satisfactory to the Initial Purchasers, as trustee with respect to
the New Securities under the New Securities Indenture.

                  "Notes" shall have the meaning set forth in the preamble
hereto.

                  "Offering Memorandum" shall have the meaning set forth in the
Purchase Agreement.

                  "Person" shall mean an individual, partnership, corporation,
limited liability company, trust or unincorporated organization, or a government
agency or a political subdivision thereof.

                  "Prospectus" shall mean the prospectus included in any
Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A


<PAGE>
                                      -4-


under the Act), as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Securities or the New
Securities covered by such Registration Statement, and all amendments and
supplements thereto and all material incorporated by reference therein.

                  "Purchase Agreement" shall have the meaning set forth in the
preamble hereto.

                  "Registered Exchange Offer" shall mean the proposed offer of
the Issuers to issue and deliver to the Holders of the Securities that are not
prohibited by any law or policy of the Commission from participating in such
offer, in exchange for the Securities, a like aggregate principal amount of the
New Securities on the terms customary for such an offer.

                  "Registration Statement" shall mean any Exchange Offer
Registration Statement or Shelf Registration Statement that covers any of the
Securities or the New Securities pursuant to the provisions of this Agreement,
any amendments and supplements to such registration statement, including
post-effective amendments (in each case including the Prospectus contained
therein), all exhibits thereto and all material incorporated by reference
therein.

                  "Securities" shall have the meaning set forth in the preamble
hereto.

                  "Shelf Registration" shall mean a registration effected
pursuant to Section 3 hereof.

                  "Shelf Registration Period" shall have the meaning set forth
in Section 3(c) hereof.

                  "Shelf Registration Statement" shall mean a "shelf"
registration statement of the Issuers pursuant to the provisions of Section 3
hereof which covers some or all of the Securities or New Securities, as
applicable, on an appropriate form under Rule 415 under the Act, or any similar
rule that may be adopted by the Commission, amendments and supplements to such
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

                  "Trustee" shall have the meaning set forth in the preamble
hereto.

                  "underwriter" shall mean any underwriter of Securities or New
Securities in connection with an offering thereof under a Shelf Registration
Statement.

                  2. Registered Exchange Offer. (a) The Issuers shall prepare
and use their reasonable best efforts to file with the Commission, not later
than 90 days following the date of the original issuance of the Securities (or
if such 90th day is not a Business Day, the next succeeding Business Day), the
Exchange Offer Registration Statement with respect to the


<PAGE>
                                      -5-


Registered Exchange Offer. The Issuers shall use their reasonable best efforts
to cause the Exchange Offer Registration Statement to become effective under the
Act within 150 days of the date of the original issuance of the Securities (or
if such 150th day is not a Business Day, the next succeeding Business Day).

                  (b) Upon the effectiveness of the Exchange Offer Registration
Statement, the Issuers shall promptly commence the Registered Exchange Offer, it
being the objective of such Registered Exchange Offer to enable each Holder
electing to exchange Securities for New Securities (assuming that such Holder is
not an Affiliate of any Issuers, acquires the New Securities in the ordinary
course of such Holder's business, has no arrangements with any Person to
participate in the distribution of the New Securities and is not prohibited by
any law or policy of the Commission from participating in the Registered
Exchange Offer) to trade such New Securities from and after their receipt
without any limitations or restrictions under the Act and without material
restrictions under the securities laws of a substantial proportion of the
several states of the United States.

                  (c) In connection with the Registered Exchange Offer, the
Issuers shall:

                           (i) mail to each Holder a copy of the Prospectus
         forming part of the Exchange Offer Registration Statement, together
         with an appropriate letter of transmittal and related documents;

                           (ii) keep the Registered Exchange Offer open for not
         less than 20 Business Days and not more than 30 Business Days after the
         date notice thereof is mailed to the Holders (or, in each case, longer
         if required by applicable law);

                           (iii) if required by any Exchanging Dealer, use their
         reasonable best efforts to keep the Exchange Offer Registration
         Statement continuously effective under the Act, supplemented and
         amended as required under the Act, in order to permit the Prospectus
         contained in such Exchange Offer Registration Statement to be lawfully
         delivered by such Exchanging Dealer during the Exchange Offer
         Registration Period;

                           (iv) utilize the services of a depositary for the
         Registered Exchange Offer with an address in the Borough of Manhattan
         in New York City, which may be the Trustee, the New Securities Trustee
         or an Affiliate of either of them;

                           (v) permit Holders to withdraw tendered Securities at
         any time prior to the close of business, New York time, on the last
         Business Day on which the Registered Exchange Offer is open;

                           (vi) prior to effectiveness of the Exchange Offer
         Registration Statement, provide a supplemental letter to the Commission
         (A) stating that the Issuers are


<PAGE>
                                      -6-


         conducting the Registered Exchange Offer in reliance on the position of
         the Commission in Exxon Capital Holdings Corporation (pub. avail. May
         13, 1988) and Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991);
         and (B) including a representation that the Issuers have not entered
         into any arrangement or understanding with any Person to distribute the
         New Securities to be received in the Registered Exchange Offer and
         that, to the best of the Issuers' information and belief, each Holder
         participating in the Registered Exchange Offer is acquiring the New
         Securities in the ordinary course of business and has no arrangement or
         understanding with any Person to participate in the distribution of the
         New Securities; and

                           (vii) comply in all respects with all applicable
         laws.

                  (d) As soon as practicable after the close of the Registered
Exchange Offer, the Issuers shall:

                           (i) accept for exchange all Securities tendered and
         not validly withdrawn pursuant to the Registered Exchange Offer;

                           (ii) deliver to the Trustee for cancellation in
         accordance with Section 4(s) all Securities so accepted for exchange;
         and

                           (iii) cause the New Securities Trustee promptly to
         authenticate and deliver to each Holder of Securities a principal
         amount of New Securities equal to the principal amount of the
         Securities of such Holder so accepted for exchange.

                  (e) Each Holder is hereby deemed to acknowledge and agree that
any Broker-Dealer and any such Holder using the Registered Exchange Offer to
participate in a distribution of the New Securities (x) could not under
Commission policy as in effect on the date of this Agreement rely on the
position of the Commission in Morgan Stanley and Co., Inc. (pub. avail. June 5,
1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as
interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993
and similar no-action letters; and (y) must comply with the registration and
prospectus delivery requirements of the Act in connection with any secondary
resale transaction which must be covered by an effective registration statement
containing the selling security holder information required by Item 507 or 508,
as applicable, of Regulation S-K under the Act if the resales are of New
Securities obtained by such Holder in exchange for Securities acquired by such
Holder directly from any Issuer or one of its Affiliates. Accordingly, each
Holder participating in the Registered Exchange Offer shall be required to
represent to the Issuers that, at the time of the consummation of the Registered
Exchange Offer:

                           (i) any New Securities received by such Holder will
         be acquired in the ordinary course of business;


<PAGE>
                                      -7-


                           (ii) such Holder will have no arrangement or
         understanding with any Person to participate in the distribution of the
         Securities or the New Securities within the meaning of the Act; and

                           (iii) such Holder is not an Affiliate of any Issuer.

                  (f) If any Initial Purchaser determines that it is not
eligible to participate in the Registered Exchange Offer with respect to the
exchange of Securities constituting any portion of an unsold allotment, at the
request of such Initial Purchaser, the Issuers shall issue and deliver to such
Initial Purchaser or the Person purchasing New Securities registered under a
Shelf Registration Statement as contemplated by Section 3 hereof from such
Initial Purchaser, in exchange for such Securities, a like principal amount of
New Securities. The Issuers shall use their reasonable best efforts to cause the
CUSIP Service Bureau to issue the same CUSIP number for such New Securities as
for New Securities issued pursuant to the Registered Exchange Offer.

                  3. Shelf Registration. (a) If (i) due to any change in law or
applicable interpretations thereof by the Commission's staff, the Issuers
determine upon advice of their outside counsel that they are not permitted to
effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii)
for any other reason the Registered Exchange Offer is not consummated within 180
days of the date hereof; (iii) any Initial Purchaser so requests with respect to
Securities that are not eligible to be exchanged for New Securities in the
Registered Exchange Offer and that are held by it following consummation of the
Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser)
notifies the Company prior to the 20th day following consummation of the
Registered Exchange Offer that it is not eligible to participate in the
Registered Exchange Offer because of applicable law or the applicable
interpretations of the Commission's staff; or (v) in the case of any Initial
Purchaser that participates in the Registered Exchange Offer or acquires New
Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not
receive freely tradable New Securities in exchange for Securities constituting
any portion of an unsold allotment (it being understood that (x) the requirement
that an Initial Purchaser deliver a Prospectus containing the information
required by Item 507 or 508 of Regulation S-K under the Act in connection with
sales of New Securities acquired in exchange for such Securities shall not
result in such New Securities being not "freely tradable"; and (y) the
requirement that an Exchanging Dealer deliver a Prospectus in connection with
sales of New Securities acquired in the Registered Exchange Offer in exchange
for Securities acquired as a result of market-making activities or other trading
activities shall not result in such New Securities being not "freely tradable"),
the Issuers shall effect a Shelf Registration Statement in accordance with
subsection (b) below; provided, however that the Issuers shall only be required
to register Securities under the Shelf Registration Statement for persons who
have identified themselves to the Issuers as Holders thereof. If in the judgment
of the Company's Board of Directors exercised reasonably and in good faith, the
use of the Shelf


<PAGE>
                                      -8-


Registration Statement and the disclosure required to be made therein would
materially interfere with a valid business purpose of the Issuers, the Company
may deliver a notice to such effect to the Holders, and upon receipt of such
notice, the Holders shall cease distribution of the Securities or New Securities
under a Shelf Registration Statement for the period of time (the "Shelf Delay
Period") set forth in such notice (which shall not be greater than 60 days).
Notwithstanding the foregoing, there shall not be more than two Shelf Delay
Periods declared in any one calendar year; provided that such Shelf Delay
Periods shall not exceed 90 days in the aggregate in any one calendar year. The
Company shall use its reasonable best efforts to minimize the length of any
Shelf Delay Period and shall promptly notify the Holders upon the termination
thereof.

                  (b) The Issuers shall as promptly as practicable (but in no
event more than 45 days after so required or requested pursuant to this Section
3) file with the Commission and thereafter shall use their reasonable best
efforts to cause to be declared effective under the Act within 135 days after so
required or requested pursuant to this Section 3 a Shelf Registration Statement
relating to the offer and sale of the Securities or the New Securities, as
applicable, by the Holders thereof from time to time in accordance with the
methods of distribution elected by such Holders and set forth in such Shelf
Registration Statement; provided, however, that no Holder (other than an Initial
Purchaser) shall be entitled to have the Securities held by it covered by such
Shelf Registration Statement unless such Holder agrees in writing to be bound by
all of the provisions of this Agreement applicable to such Holder; and provided,
further, that with respect to New Securities received by an Initial Purchaser in
exchange for Securities constituting any portion of an unsold allotment, the
Issuers may, if permitted by interpretations by the Commission's staff, file a
post-effective amendment to the Exchange Offer Registration Statement containing
the information required by Item 507 or 508 of Regulation S-K, as applicable, in
satisfaction of their obligations under this subsection with respect thereto,
and any such Exchange Offer Registration Statement, as so amended, shall be
referred to herein as, and governed by the provisions herein applicable to, a
Shelf Registration Statement.

                  (c) The Issuers shall use their reasonable best efforts to
keep the Shelf Registration Statement continuously effective, supplemented and
amended as required by the Act, in order to permit the Prospectus forming part
thereof to be usable by Holders for a period of two years from the date the
Shelf Registration Statement is declared effective by the Commission or such
shorter period that will terminate when all the Securities or New Securities, as
applicable, covered by the Shelf Registration Statement (i) have been sold
pursuant to the Shelf Registration Statement or (ii) are distributed to the
public pursuant to Rule 144 under the Act or are salable pursuant to Rule 144(k)
under the Act (in any such case, such period being called the "Shelf
Registration Period"). The Issuers shall be deemed not to have used their
reasonable best efforts to keep the Shelf Registration Statement effective
during the requisite period if any of them voluntarily takes any action that
would result in Holders of


<PAGE>
                                      -9-


Securities or New Securities covered thereby not being able to offer and sell
such Securities or New Securities during that period, unless (A) such action is
required by applicable law or (B) such action is taken by such Issuer in good
faith and for valid business reasons (not including avoidance of such Issuer's
obligations hereunder), including the acquisition or divestiture of assets, so
long as the Issuers promptly thereafter comply with the requirements of Section
4(k) hereof, if applicable.

                  4. Additional Registration Procedures. In connection with any
Shelf Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply:

                  (a) The Issuers shall:

                           (i) furnish to you, not less than five Business Days
         prior to the filing thereof with the Commission, a copy of the Exchange
         Offer Registration Statement or the Shelf Registration Statement, as
         the case may be, and each amendment thereto and each amendment or
         supplement, if any, to the Prospectus included therein (including all
         documents incorporated by reference therein after the initial filing)
         and shall use their reasonable best efforts to reflect in each such
         document, when so filed with the Commission, such comments as you
         reasonably propose;

                           (ii) include the information set forth in Annex A
         hereto on the facing page of the Exchange Offer Registration Statement,
         in Annex B hereto in the forepart of the Exchange Offer Registration
         Statement in a section setting forth details of the Exchange Offer, in
         Annex C hereto in the underwriting or plan of distribution section of
         the Prospectus contained in the Exchange Offer Registration Statement,
         and in Annex D hereto in the letter of transmittal delivered pursuant
         to the Registered Exchange Offer;

                           (iii) if reasonably requested by an Initial
         Purchaser, include the information required by Item 507 or 508 of
         Regulation S-K, as applicable, in the Prospectus contained in the
         Exchange Offer Registration Statement; and

                           (iv) in the case of the Shelf Registration Statement,
         include the names of the Holders that notify the Company of their
         intention to sell Securities or New Securities pursuant to the Shelf
         Registration Statement as selling security holders.

                  (b) The Issuers shall cause such Registration Statement and
the related Prospectus and any amendment or supplement thereto, as of the
effective date of such Registration Statement or such amendment or supplement:


<PAGE>
                                      -10-


                           (i) to comply in all material respects with the Act
         and the rules and regulations of the Commission; and

                           (ii) (other than with respect to information included
         therein in reliance upon or in conformity with information furnished to
         the Company by or on behalf of any Holder specifically for use therein)
         not contain any untrue statement of a material fact or omit to state a
         material fact required to be stated therein or necessary in order to
         make the statements therein not misleading.

                  (c) The Issuers shall advise you, the Holders of Securities or
New Securities covered by any Shelf Registration Statement and any Exchanging
Dealer under any Exchange Offer Registration Statement that has provided in
writing to the Issuers a telephone or facsimile number and address for notices,
and, if requested by you or any such Holder or Exchanging Dealer, shall confirm
such advice in writing (which notice pursuant to clauses (ii)-(v) of this
Section 4(c) shall be accompanied by an instruction to suspend the use of the
Prospectus until the Issuers shall have remedied the basis for such suspension):

                           (i) when a Registration Statement or any amendment
         thereto has been filed with the Commission and when the Registration
         Statement or any post-effective amendment thereto has become effective;

                           (ii) of any request by the Commission for any
         amendment or supplement to the Registration Statement or the Prospectus
         or for additional information;

                           (iii) of the issuance by the Commission of any stop
         order suspending the effectiveness of the Registration Statement or the
         initiation of any proceedings for that purpose;

                           (iv) of the receipt by any Issuer of any notification
         with respect to the suspension of the qualification of the Securities
         or New Securities included therein for sale in any jurisdiction or the
         initiation of any proceeding for such purpose; and

                           (v) of the happening of any event that requires any
         change in the Registration Statement or the Prospectus so that, as of
         such date, the statements therein are not misleading and do not omit to
         state a material fact required to be stated therein or necessary to
         make the statements therein (in the case of the Prospectus, in the
         light of the circumstances under which they were made) not misleading.

                  (d) The Issuers shall use their reasonable best efforts to
obtain the withdrawal of any order suspending the effectiveness of any
Registration Statement or the qualification of the securities included therein
for sale in any jurisdiction at the earliest possible time.


<PAGE>
                                      -11-


                  (e) The Issuers shall furnish to each Holder of Securities or
New Securities covered by any Shelf Registration Statement, without charge, at
least one copy of such Shelf Registration Statement and any post-effective
amendment thereto, including all material incorporated therein by reference,
and, if the Holder so requests in writing, all exhibits thereto (including
exhibits incorporated by reference therein).

                  (f) The Issuers shall, during the Shelf Registration Period,
deliver to each Holder of Securities or New Securities covered by any Shelf
Registration Statement, without charge, as many copies of the Prospectus
(including each preliminary Prospectus) included in such Shelf Registration
Statement and any amendment or supplement thereto as such Holder may reasonably
request. The Issuers consent, subject to the provisions of this Agreement, to
the use of the Prospectus or any amendment or supplement thereto by each of the
selling Holders of Securities or New Securities in connection with the offering
and sale of the Securities or New Securities covered by the Prospectus, or any
amendment or supplement thereto, included in the Shelf Registration Statement.
                  (g) The Issuers shall furnish to each Exchanging Dealer which
so requests, without charge, at least one copy of the Exchange Offer
Registration Statement and any post-effective amendment thereto, including all
material incorporated by reference therein, and, if the Exchanging Dealer so
requests in writing, all exhibits thereto (including exhibits incorporated by
reference therein).

                  (h) The Issuers shall promptly deliver to each Initial
Purchaser, each Exchanging Dealer and each other Person required to deliver a
Prospectus during the Exchange Offer Registration Period, without charge, as
many copies of the Prospectus included in such Exchange Offer Registration
Statement and any amendment or supplement thereto as any such Person may
reasonably request. The Issuers consent, subject to the provisions of this
Agreement, to the use of the Prospectus or any amendment or supplement thereto
by any Initial Purchaser, any Exchanging Dealer and any such other Person that
may be required to deliver a Prospectus following the Registered Exchange Offer
in connection with the offering and sale of the New Securities covered by the
Prospectus, or any amendment or supplement thereto, included in the Exchange
Offer Registration Statement.

                  (i) Prior to the Registered Exchange Offer or any other
offering of Securities or New Securities pursuant to any Registration Statement,
the Issuers shall use their reasonable best efforts to arrange, if necessary,
for the qualification of the Securities or the New Securities for sale under the
laws of such U.S. jurisdictions as any Holder shall reasonably request in
writing and will maintain such qualification in effect so long as reasonably
required; provided that in no event shall any Issuer be obligated to qualify to
do business in any jurisdiction where it is not then so qualified or to take any
action that would subject it to service of process in suits, other than those
arising out of the Initial Placement, the Registered Exchange


<PAGE>
                                      -12-


Offer or any offering pursuant to a Shelf Registration Statement, or taxation in
any such jurisdiction where it is not then so subject.

                  (j) The Issuers shall cooperate with the Holders to facilitate
the timely preparation and delivery of certificates representing New Securities
or Securities to be issued or sold pursuant to any Registration Statement free
of any restrictive legends and in such denominations and registered in such
names as Holders may request.

                  (k) Upon the occurrence of any event contemplated by
subsections (c)(ii) through (v) above, the Issuers shall (unless they shall have
invoked a Shelf Delay Period with respect to such occurrence) promptly prepare a
post-effective amendment to the applicable Registration Statement or an
amendment or supplement to the related Prospectus or file any other required
document so that, as thereafter delivered, the Prospectus will not include an
untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading. In such circumstances, the period of
effectiveness of the Exchange Offer Registration Statement provided for in
Section 2 and the Shelf Registration Statement provided for in Section 3(b)
shall each be extended by the number of days from and including the date of the
giving of a notice of suspension pursuant to Section 4(c) to and including the
date when the Initial Purchasers, the Holders and any known Exchanging Dealer
shall have received such amended or supplemented Prospectus pursuant to this
Section 4.

                  (l) Not later than the effective date of any Registration
Statement, the Issuers shall provide a CUSIP number for the Securities or the
New Securities, as the case may be, registered under such Registration Statement
and provide the Trustee with printed certificates for such Securities or New
Securities, in a form eligible for deposit with The Depository Trust Company.

                  (m) The Issuers shall comply with all applicable rules and
regulations of the Commission and shall make generally available to their
security holders as soon as practicable after the effective date of the
applicable Registration Statement an earnings statement satisfying the
provisions of Section 11(a) of the Act and Rule 158 thereunder.

                  (n) The Issuers shall cause the Indenture or the New
Securities Indenture, as the case may be, to be qualified under the Trust
Indenture Act in a timely manner.

                  (o) The Issuers may require each Holder of Securities or New
Securities to be sold pursuant to any Shelf Registration Statement to furnish to
the Issuers such information regarding the Holder and the distribution of such
Securities or New Securities as the Issuers may from time to time reasonably
require for inclusion in such Registration Statement. The Issuers may exclude
from such Shelf Registration Statement the Securities or New Securities


<PAGE>
                                      -13-


of any Holder that unreasonably fails to furnish such information within a
reasonable time after receiving such request.

                  (p) In the case of any Shelf Registration Statement, the
Issuers shall enter into such agreements and take all other appropriate actions
(including if requested an underwriting agreement in customary form) in order to
expedite or facilitate the registration or the disposition of the Securities or
New Securities and in connection therewith, if an underwriting agreement is
entered into, cause the same to contain indemnification provisions and
procedures no less favorable than those set forth in Section 6 (or such other
provisions and procedures acceptable to the Majority Holders and the Managing
Underwriters, if any, with respect to all parties to be indemnified pursuant to
Section 6).

                  (q) In the case of any Shelf Registration Statement, the
Issuers shall:

                           (i) cause the officers, directors and employees of
         any Issuer to (x) supply all relevant information (including all
         financial and other records, pertinent corporate documents of the
         Issuers and their subsidiaries) and (y) make available all relevant
         properties, reasonably requested by the Holders or any such
         underwriter, attorney, accountant or agent in connection with any such
         Shelf Registration Statement as is customary for similar due diligence
         examinations; provided, however, that any information that is
         designated in writing by any Issuer, in good faith, as confidential at
         the time of delivery of such information shall be kept confidential by
         the Holders or any such underwriter, attorney, accountant or agent,
         unless such disclosure is made in connection with a court proceeding or
         required by law, or such information becomes available to the public
         generally or through a third party without an accompanying obligation
         of confidentiality;

                           (ii) make such representations and warranties to the
         Holders of Securities or New Securities registered thereunder and the
         underwriters, if any, in form, substance and scope as are customarily
         made by issuers to underwriters in primary underwritten offerings and
         covering the matters set forth in the Purchase Agreement;

                           (iii) use their reasonable best efforts to obtain
         opinions of counsel to the Issuers and updates thereof (which counsel
         and opinions (in form, scope and substance) shall be reasonably
         satisfactory to the Managing Underwriters, if any) addressed to each
         selling Holder and the underwriters, if any, covering such matters as
         are customarily covered in opinions requested in underwritten offerings
         and such other matters as may be reasonably requested by such Holders
         and underwriters;

                           (iv) use their reasonable best efforts to obtain
         "cold comfort" letters and updates thereof from the independent
         certified public accountants of the Company (and, if necessary, any
         other independent certified public accountants of any Issuer or


<PAGE>
                                      -14-


         any subsidiary of any Issuer or of any business acquired by any Issuer
         for which financial statements and financial data are, or are required
         to be, included in the Registration Statement), addressed to each
         selling Holder registered thereunder and the underwriters, if any, in
         customary form and covering matters of the type customarily covered in
         "cold comfort" letters in connection with primary underwritten
         offerings; and

                           (v) deliver such documents and certificates as may be
         reasonably requested by the Majority Holders and the Managing
         Underwriters, if any, including those to evidence compliance with
         Section 4(k) and with any customary conditions contained in the
         underwriting agreement or other agreement entered into by the Issuers.

The actions set forth in clauses (iii), (iv), (v) and (vi) of this Section 4(q)
shall be performed at (A) the effectiveness of such Registration Statement and
each post-effective amendment thereto; and (B) each closing under any
underwriting or similar agreement as and to the extent required thereunder.

                  (r) In the case of any Exchange Offer Registration Statement,
the Issuers shall, upon reasonable request by the Initial Purchasers:

                           (i) cause the officers, directors and employees of
         any Issuer to supply all relevant information (including all financial
         and other records, pertinent corporate documents and properties of the
         Issuers and their subsidiaries) reasonably requested by any Initial
         Purchaser or any such attorney, accountant or agent retained by any
         Initial Purchaser in connection with any such Registration Statement as
         is customary for similar due diligence examinations; provided, however,
         that any information that is designated in writing by any Issuer, in
         good faith, as confidential at the time of delivery of such information
         shall be kept confidential by such Initial Purchaser or any such
         attorney, accountant or agent, unless such disclosure is made in
         connection with a court proceeding or required by law, or such
         information becomes available to the public generally or through a
         third party without an accompanying obligation of confidentiality;

                           (ii) make such representations and warranties to the
         Initial Purchasers, in form, substance and scope as are customarily
         made by issuers to underwriters in primary underwritten offerings and
         covering the matters set forth in the Purchase Agreement;

                           (iii) use their reasonable best efforts to obtain
         opinions of counsel to the Issuers and updates thereof (which counsel
         and opinions (in form, scope and substance) shall be reasonably
         satisfactory to the Initial Purchasers and their counsel), addressed to
         the Initial Purchasers, covering such matters as are customarily
         covered in


<PAGE>
                                      -15-


         opinions requested in underwritten offerings and such other matters as
         may be reasonably requested by the Initial Purchasers or their counsel;

                           (iv) use their reasonable best efforts to obtain
         "cold comfort" letters and updates thereof from the independent
         certified public accountants of the Company (and, if necessary, any
         other independent certified public accountants of any Issuer or any
         subsidiary of any Issuer or of any business acquired by any Issuer for
         which financial statements and financial data are, or are required to
         be, included in the Registration Statement), addressed to the Initial
         Purchasers, in customary form and covering matters of the type
         customarily covered in "cold comfort" letters in connection with
         primary underwritten offerings, or if requested by the Initial
         Purchasers or their counsel in lieu of a "cold comfort" letter, an
         agreed-upon procedures letter under Statement on Auditing Standards No.
         35, covering matters requested by the Initial Purchasers or their
         counsel; and

                           (v) deliver such documents and certificates as may be
         reasonably requested by the Initial Purchasers or their counsel,
         including those to evidence compliance with Section 4(k) and with
         conditions customarily contained in underwriting agreements.

The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this
Section 4(r) shall be performed at the close of the Registered Exchange Offer
and the effective date of any post-effective amendment to the Exchange Offer
Registration Statement.

                  (s) If a Registered Exchange Offer is to be consummated, upon
delivery of the Securities by Holders to the Issuers (or to such other Person as
directed by the Issuers) in exchange for the New Securities, the Issuers shall
mark, or caused to be marked, on the Securities so exchanged that such
Securities are being canceled in exchange for the New Securities. In no event
shall the Securities be marked as paid or otherwise satisfied.

                  (t) The Issuers will use their reasonable best efforts (i) if
the Securities have been rated prior to the initial sale of such Securities, to
confirm such ratings will apply to the Securities or the New Securities, as the
case may be, covered by a Registration Statement; or (ii) if the Securities were
not previously rated, to cause the Securities or New Securities covered by a
Registration Statement to be rated with at least one nationally recognized
statistical rating agency, if so requested by Majority Holders with respect to
the related Registration Statement or by any Managing Underwriters.

                  (u) In the event that any Broker-Dealer shall underwrite any
Securities or New Securities or participate as a member of an underwriting
syndicate or selling group or "assist in the distribution" (within the meaning
of the Conduct Rules of the National Association of Securities Dealers, Inc.)
thereof, whether as a Holder or as an underwriter, a placement


<PAGE>
                                      -16-


or sales agent or a broker or dealer in respect thereof, or otherwise, the
Issuers will assist such Broker-Dealer in complying with the requirements of
such Conduct Rules, including without limitations by:

                    (1) if such Conduct Rules shall so require, engaging a
         "qualified independent underwriter" (as defined in such Conduct Rules),
         at the cost of such Broker-Dealer, to participate in the preparation of
         the Registration Statement, to exercise usual standards of due
         diligence with respect thereto and, if any portion of the offering
         contemplated by such Registration Statement is an underwritten offering
         or is made through a placement or sales agent, to recommend the yield
         of such Securities or New Securities;

                    (2) indemnifying any such qualified independent underwriter
         to the extent of the indemnification of underwriters provided in
         Section 6 hereof; and

                    (3) providing such information to such Broker-Dealer as may
         be required in order for such Broker-Dealer to comply with the
         requirements of such Conduct Rules.

                  (v) Each Holder agrees that, upon receipt of the notice
referred to in paragraphs (iii) through (v) of Section 4(c) hereof (in each
case, a "Suspension Notice"), such Holder will forthwith discontinue disposition
of Securities or New Securities, as applicable, pursuant to the applicable
Registration Statement until (i) such Holder is advised in writing by the
Issuers that the use of the Prospectus included in such Registration Statement
may be resumed, and has received copies of any additional or supplemental
filings that are incorporated by reference in such Prospectus or (ii) such
Holder has received copies of the supplemented or amended Prospectus
contemplated by Section 4(k) hereof (in each case, the "Recommencement Date").
Each Holder receiving a Suspension Notice hereby agrees that it will either (i)
discard or destroy any Prospectuses, other than permanent file copies, then in
such Holder's possession which have been replaced by the Issuers with more
recently dated Prospectuses or (ii) deliver to the Issuers all copies, other
than permanent file copies, then in such Holder's possession of the Prospectus
covering such Securities or New Securities that was current at the time of
receipt of the Suspension Notice.

                  (w) The Issuers shall use their reasonable best efforts to
take all other steps necessary to effect the registration of the Securities or
the New Securities, as the case may be, covered by a Registration Statement.

                  5. Registration Expenses. The Issuers shall bear all expenses
incurred in connection with the performance of their obligations under Sections
2, 3 and 4 hereof and, in the event of any Shelf Registration Statement, will
reimburse the Holders for the reasonable fees and disbursements of one firm or
counsel designated by the Majority Holders to act as counsel for the Holders in
connection therewith, and, in the case of any Exchange Offer Registration
Statement, will reimburse the Initial Purchasers for the reasonable fees and


<PAGE>
                                      -17-


disbursements of one firm or counsel designated to act as counsel for the
Initial Purchasers in connection therewith.

                  6. Indemnification and Contribution. (a) Each of the Issuers
jointly and severally agrees to indemnify and hold harmless each Holder of
Securities or New Securities, as the case may be, covered by any Registration
Statement (including each Initial Purchaser and, with respect to any Prospectus
delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer), the
directors, officers, employees and agents of each such Holder and each Person
who controls any such Holder within the meaning of either the Act or the
Exchange Act against any and all losses, claims, damages or liabilities, joint
or several, to which they or any of them may become subject under the Act, the
Exchange Act or other Federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in the Registration
Statement as originally filed or in any amendment thereof, or in any preliminary
Prospectus or the Prospectus, or in any amendment thereof or supplement thereto,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein, in the light of the
circumstances under which they were made, or necessary to make the statements
therein not misleading, and jointly and severally agrees to reimburse each such
indemnified party, as incurred, for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that (i) the Issuers will
not be liable in any case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance upon
and in conformity with written information furnished to the Issuers by or on
behalf of any such Holder specifically for inclusion therein and (ii) with
respect to any untrue statement or omission or alleged untrue statement or
omission made in any preliminary Prospectus relating to a Registration
Statement, the indemnity agreement contained in this subsection (a) shall not
inure to the benefit of any Holder from whom the Person asserting any such
losses, claims, damages or liabilities purchased the Securities or New
Securities concerned, to the extent that a Prospectus relating to such
Securities or New Securities was required to be delivered by such Holder under
the Act in connection with such purchase and any such loss, claim, damage or
liability of such Holder results from the fact that there was not sent or given
to such Person at or prior to the written confirmation of the sale of such
Securities or New Securities to such Person, a copy of the final Prospectus if
the Issuers had previously furnished copies thereof to such Holder and if the
final Prospectus would have cured the defect giving rise to such loss, claim or
damage. This indemnity agreement will be in addition to any liability which the
Issuers may otherwise have.

                  Each of the Issuers also jointly and severally agrees to
indemnify or contribute as provided in Section 6(d) to Losses of each
underwriter of Securities or New Securities, as


<PAGE>
                                      -18-


the case may be, registered under a Shelf Registration Statement, their
directors, officers, employees or agents and each Person who controls such
underwriter on substantially the same basis as that of the indemnification of
the Initial Purchasers and the selling Holders provided in this Section 6(a) and
shall, if requested by any Holder, enter into an underwriting agreement
reflecting such agreement, as provided in Section 4(p) hereof.

                  (b) Each Holder of Securities or New Securities covered by a
Registration Statement (including each Initial Purchaser and, with respect to
any Prospectus delivery as contemplated in Section 4(h), each Exchanging Dealer)
severally and not jointly agrees to indemnify and hold harmless the Issuers,
each of their respective directors, each of their respective officers who signs
such Registration Statement and each Person who controls any Issuer within the
meaning of either the Act or the Exchange Act, to the same extent as the
foregoing indemnity from the Issuers to each such Holder, but only with
reference to written information relating to such Holder furnished to the
Company by or on behalf of such Holder specifically for inclusion in the
documents referred to in the foregoing indemnity. This indemnity agreement will
be in addition to any liability which any such Holder may otherwise have.

                  (c) Promptly after receipt by an indemnified party under this
Section 6 or notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 6, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses;
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above. The indemnifying party shall be entitled
to appoint counsel of the indemnifying party's choice at the indemnifying
party's expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be reasonably satisfactory to the
indemnified party. Notwithstanding the indemnifying party's election to appoint
counsel to represent the indemnified party in an action, the indemnified party
shall have the right to employ separate counsel (including local counsel), and
the indemnifying party shall bear the reasonable fees, costs and expenses of
such separate counsel if (i) the use of counsel chosen by the indemnifying party
to represent the indemnified party would present such counsel with a conflict of
interest; (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party; (iii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified


<PAGE>
                                      -19-


party within a reasonable time after notice of the institution of such action;
or (iv) the indemnifying party shall authorize the indemnified party to employ
separate counsel at the expense of the indemnifying party. An indemnifying party
will not, without the prior written consent of the indemnified parties, settle
or compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding.

                  (d) In the event that the indemnity provided in paragraph (a)
or (b) of this Section 6 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party shall
have a joint and several obligation to contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending same) (collectively
"Losses") to which such indemnified party may be subject in such proportion as
is appropriate to reflect the relative benefits received by such indemnifying
party, on the one hand, and such indemnified party, on the other hand, from the
Initial Placement and the Registration Statement which resulted in such Losses;
provided, however, that in no case shall any Initial Purchaser or any subsequent
Holder of any Security or New Security be responsible, in the aggregate, for any
amount in excess of the purchase discount or commission applicable to such
Security, or in the case of a New Security, applicable to the Security that was
exchangeable into such New Security, as set forth on the cover page of the
Offering Memorandum, nor shall any underwriter be responsible for any amount in
excess of the underwriting discount or commission applicable to the securities
purchased by such underwriter under the Registration Statement which resulted in
such Losses. If the allocation provided by the immediately preceding sentence is
unavailable for any reason, the indemnifying party and the indemnified party
shall contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of such indemnifying party, on the
one hand, and such indemnified party, on the other hand, in connection with the
statements or omissions which resulted in such Losses as well as any other
relevant equitable considerations. The benefits received by the Issuers shall be
deemed to be the total net proceeds from the Initial Placement (before deducting
expenses) received by the Company. The benefits received by the Initial
Purchasers shall be deemed to be the issue price discount (equal to the
principal amount of the Securities less their issue price as set forth on the
cover page of the Offering Memorandum). The benefits received by any other
Holders shall be deemed to be equal to the value of receiving Securities or New
Securities, as applicable, registered under the Act. Benefits received by any
underwriter shall be deemed to be equal to the total underwriting discounts and
commissions, as set forth on the cover page of the Prospectus forming a part of
the Registration Statement which resulted in such Losses. Relative fault shall
be determined by reference to, among other things, whether any alleged untrue
statement or omission relates to information provided by the indemnifying party,
on the one


<PAGE>
                                      -20-


hand, or by the indemnified party, on the other hand, the intent of the parties
and their relative knowledge, access to information and opportunity to correct
or prevent such untrue statement or omission. The parties agree that it would
not be just and equitable if contribution were determined by pro rata allocation
(even if the Holders were treated as one entity for such purpose) or any other
method of allocation which does not take account of the equitable considerations
referred to above. Notwithstanding the provisions of this paragraph (d), no
Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation. For purposes of this Section, each
Person who controls a Holder within the meaning of either the Act or the
Exchange Act and each director, officer, employee and agent of such Holder shall
have the same rights to contribution as such Holder, and each Person who
controls any Issuer within the meaning of either the Act or the Exchange Act,
each officer of any Issuer who shall have signed the Registration Statement and
each director of any Issuer shall have the same rights to contribution as the
Issuers, subject in each case to the applicable terms and conditions of this
paragraph (d).

                  (e) The provisions of this Section 6 will remain in full force
and effect, regardless of any investigation made by or on behalf of any Holder
or the Issuers or any of the officers, directors or controlling Persons referred
to in this Section 6, and will survive the sale by a Holder of securities
covered by a Registration Statement.

                  7. Underwritten Registrations. (a) If any of the Securities or
New Securities, as the case may be, covered by any Shelf Registration Statement
are to be sold in an underwritten offering, the Managing Underwriters shall be
selected by the Majority Holders and approved by the Company, which approval
shall not be unreasonably withheld.

                  (b) No Person may participate in any underwritten offering
pursuant to any Shelf Registration Statement, unless such Person (i) agrees to
sell such Person's Securities or New Securities, as the case may be, on the
basis reasonably provided in any underwriting arrangements approved by the
Persons entitled hereunder to approve such arrangements; and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements.

                  8. No Inconsistent Agreements. No Issuer has, as of the date
hereof, entered into, nor shall it, on or after the date hereof, enter into, any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders herein or otherwise conflicts with the provisions hereof.

                  9. Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, qualified,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the


<PAGE>
                                      -21-


Issuers have obtained the written consent of the Majority Holders (or, after the
consummation of any Registered Exchange Offer in accordance with Section 2
hereof, the Holders of a majority of the aggregate principal amount of New
Securities); provided that, with respect to any matter that directly or
indirectly affects the rights of any Initial Purchaser hereunder, the Issuers
shall obtain the written consent of each such Initial Purchaser against which
such amendment, qualification, supplement, waiver or consent is to be effective.
Notwithstanding the foregoing (except the foregoing proviso), a waiver or
consent to departure from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders whose Securities or New Securities,
as the case may be, are being sold pursuant to a Registration Statement and that
does not directly or indirectly affect the rights of other Holders, may be given
by the Majority Holders, determined on the basis of Securities or New
Securities, as the case may be, being sold rather than registered under such
Registration Statement.

                  10. Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, first-class
mail, telex, telecopier or air courier guaranteeing overnight delivery:

                  (a) if to a Holder, at the most current address given by such
         holder to the Issuers in accordance with the provisions of this Section
         10, which address initially is, with respect to each Holder, the
         address of such Holder maintained by the Registrar under the Indenture,
         with a copy in like manner to Salomon Smith Barney Inc.;

                  (b) if to you, initially at the address set forth in the
         Purchase Agreement; and

                  (c) if to the Issuers, initially at the address of the Company
         set forth in the Purchase Agreement.

                  All such notices and communications shall be deemed to have
been duly given when received. The Initial Purchasers or the Issuers by notice
to the other parties may designate additional or different addresses for
subsequent notices or communications.

                  11. Successors. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties,
including, without the need for an express assignment or any consent by the
Issuers thereto, subsequent Holders of Securities and New Securities. The
Issuers hereby agree to extend the benefits of this Agreement to any Holder of
Securities or New Securities, and any such Holder may specifically enforce the
provisions of this Agreement as if an original party hereto.

                  12. Counterparts. This Agreement may be in signed
counterparts, each of which shall an original and all of which together shall
constitute one and the same agreement.


<PAGE>
                                      -22-


                  13. Headings. The headings used herein are for convenience
only and shall not affect the construction hereof.

                  14. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed in the State of New York.

                  15. Severability. In the event that any one of more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected thereby, it being intended that all of the rights and privileges of
the parties shall be enforceable to the fullest extent permitted by law.

                  16. Securities Held by the Issuers, etc. Whenever the consent
or approval of Holders of a specified percentage of principal amount of
Securities or New Securities is required hereunder, Securities or New
Securities, as applicable, held by any Issuer or its Affiliates (other than
subsequent Holders of Securities or New Securities if such subsequent Holders
are deemed to be Affiliates solely by reason of their holdings of such
Securities or New Securities) shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage.


<PAGE>


                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this Agreement and your acceptance shall represent a binding agreement
between the Issuers and the Initial Purchasers.


                                     Very truly yours,

                                     D.R. HORTON, INC.


                                     By: /s/ SAMUEL R. FULLER
                                        ----------------------------------------
                                        Samuel R. Fuller
                                        Executive Vice President, Treasurer and
                                        Chief Financial Officer



Registration Rights Agreement         S-1

<PAGE>


                           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, 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.
                           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



Registration Rights Agreement         S-2
<PAGE>



                           CH INVESTMENTS OF TEXAS, INC.
                           MEADOWS II, LTD.

                           By:   /s/ WILLIAM PECK
                                --------------------------------------
                                William Peck
                                President


Registration Rights Agreement         S-3
<PAGE>



                           CONTINENTAL HOMES OF TEXAS, L.P.

                           By:     CHTEX of Texas, Inc., its general partner

                                   By:  /s/ SAMUEL R. FULLER
                                       -----------------------------------------
                                       Samuel R. Fuller, Treasurer


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

                           By:     Meadows I, Ltd., its 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


                           DRH CAMBRIDGE HOMES, LLC
                           DRH REGREM VIII, LLC

                           By:     D.R. Horton, Inc. - Chicago, a member

                                   By:  /s/ SAMUEL R. FULLER
                                        ----------------------------------------
                                        Samuel R. Fuller
                                        Treasurer


Registration Rights Agreement         S-4
<PAGE>


                           ALLEGRA, LLC
                           APLAM, LLC
                           WESTERN PACIFIC HOUSING CO.
                           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-CREEKSIDE, LLC
                           WESTERN PACIFIC HOUSING-CULVER CITY, L.P.
                           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-PARK AVENUE EAST, LLC
                           WESTERN PACIFIC HOUSING-PARK AVENUE WEST, LLC
                           WESTERN PACIFIC HOUSING-PLAYA VISTA, 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-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
                           WPH-HPH, LLC

                           By:      LAMCO Housing, Inc.,
                                    its Member or General Partner

                                    By:    /s/ SAMUEL R. FULLER
                                          --------------------------------------
                                          Samuel R. Fuller
                                          Vice President

Registration Rights Agreement         S-5
<PAGE>



                           SCHULER HOMES OF ARIZONA LLC
                           SHA CONSTRUCTION LLC

                           By:      SRHI LLC,
                                    its Member

                                    By:     SLHR of Nevada, Inc.,
                                            its Member

                                            By:       /s/ SAMUEL R. FULLER
                                                     ---------------------------
                                                     Samuel R. Fuller
                                                     Vice President

                           HPH HOMEBUILDERS 2000 L.P.
                                  PORTER GP LLC

                           By:      WPH-HPH, LLC,
                                    its General Partner or Member

                                    By:     LAMCO Housing, Inc.,
                                            its Member

                                            By:       /s/ SAMUEL R. FULLER
                                                     ---------------------------
                                                     Samuel R. Fuller
                                                     Vice President

                           AP LHI, INC.
                           AP WESTERN GP CORPORATION
                           AP WP OPERATING CORPORATION
                           LAMCO HOUSING, INC.
                           MELODY HOMES, INC.
                           MELMORT CO.
                           SCHULER HOMES OF CALIFORNIA, INC.
                           SCHULER HOMES OF OREGON, INC.
                           SCHULER HOMES OF WASHINGTON, INC.
                           SCHULER MORTGAGE, INC.
                           SCHULER REALTY HAWAII, INC.
                           SCHULER REALTY/MAUI, 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 MANAGEMENT, INC.
                           WESTERN PACIFIC HOUSING, INC.


                           By:    /s/ SAMUEL R. FULLER
                                  --------------------------------------
                                  Samuel R. Fuller
                                  Vice President


Registration Rights Agreement         S-6
<PAGE>



                           D.R. HORTON-SCHULER HOMES, LLC

                           By:      Vertical Construction Corporation,
                                    its Manager

                                    By:    /s/ SAMUEL R. FULLER
                                          --------------------------------------
                                          Samuel R. Fuller
                                          Vice President

                           SRHI LLC

                           By:      SHLR of Nevada, Inc.,
                                    its Member

                                    By:    /s/ SAMUEL R. FULLER
                                          --------------------------------------
                                          Samuel R. Fuller
                                          Vice President

                           SSHI LLC

                           By:      SHLR of Washington, Inc.,
                                    its Member

                                    By:    /s/ SAMUEL R. FULLER
                                          --------------------------------------
                                          Samuel R. Fuller
                                          Vice President

                           WESTERN PACIFIC HOUSING-COPPER CANYON, LLC
                           WESTERN PACIFIC HOUSING-PACIFIC PARK II, LLC
                           WESTERN PACIFIC HOUSING-POINSETTIA, L.P.
                           WESTERN PACIFIC HOUSING-DEL VALLE, LLC

                           By:      AP Western GP Corporation,
                                    its Member or General Partner

                                    By:    /s/ SAMUEL R. FULLER
                                          --------------------------------------
                                          Samuel R. Fuller
                                          Vice President

                           WESTERN PACIFIC HOUSING-RIVER RIDGE, LLC

                           By:      AP LHI, Inc.,
                                    its Member

                                    By:    /s/ SAMUEL R. FULLER
                                          --------------------------------------
                                          Samuel R. Fuller
                                          Vice President

                           AP WP PARTNERS, L.P.

                           By:      AP WP Operating Corporation,
                                    its General Partner

                                    By:    /s/ SAMUEL R. FULLER
                                          --------------------------------------
                                          Samuel R. Fuller
                                          Vice President


Registration Rights Agreement         S-7
<PAGE>


The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.


SALOMON SMITH BARNEY INC.
BANC OF AMERICA SECURITIES LLC
CREDIT LYONNAIS SECURITIES (USA) INC.
FLEET SECURITIES, INC.

By:  SALOMON SMITH BARNEY INC.,
as Representative of the Initial Purchasers


By:     /s/ MARC E. SCHNEIDER
       ----------------------------------------------
       Name:  Marc E. Schneider
       Title: Director



                                      S-8
<PAGE>

                                                                         ANNEX A


                  Each Broker-Dealer that receives New Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
Broker-Dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Act. This Prospectus, as it may be amended or supplemented from
time to time, may be used by a Broker-Dealer in connection with resales of New
Securities received in exchange for Securities where such Securities were
acquired by such Broker-Dealer as a result of market-making activities or other
trading activities. Each of the Issuers has agreed that, starting on the
Expiration Date (as defined herein) and ending on the earlier of (i) the close
of business on the 180th day after the Expiration Date (extended by the number
of days during such period that any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement (as defined herein))
and (ii) the close of business on the date upon which all such Broker-Dealers
have sold all New Securities held by them, it will make this Prospectus
available, as amended or supplemented, to any Broker-Dealer for use in
connection with any such resale. See "Plan of Distribution."




<PAGE>


                                                                         ANNEX B


                  Each Broker-Dealer that receives New Securities for its own
account in exchange for Securities, where such Securities were acquired by such
Broker-Dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such New Securities. See "Plan of Distribution."




<PAGE>


                                                                         ANNEX C


                              PLAN OF DISTRIBUTION

                  Each Broker-Dealer that receives New Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Broker-Dealer in connection with resales of New Securities received in
exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities. The Issuers have agreed
that, starting on the Expiration Date and ending on the earlier of (i) the close
of business on the 180th day after the Expiration Date (extended by the number
of days during such period that any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement (as defined herein))
and (ii) the close of business on the date upon which all such Broker-Dealers
have sold all New Securities held by them, they will make this Prospectus, as
amended or supplemented, available to any Broker-Dealer for use in connection
with any such resale. In addition, until __________, 200_, all dealers effecting
transactions in the New Securities may be required to deliver a prospectus.

                  The Issuers will not receive any proceeds from any sale of New
Securities by Brokers-Dealers. New Securities received by Broker-Dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the New Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or at negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such Broker-Dealer and/or the purchasers of any such New
Securities. Any Broker-Dealer that resells New Securities that were received by
it for its own account pursuant to the Exchange Offer and any broker or dealer
that participates in a distribution of such New Securities may be deemed to be
an "underwriter" within the meaning of the Act, and any profit of any such
resale of New Securities and any commissions or concessions received by any such
Persons may be deemed to be underwriting compensation under the Act. The Letter
of Transmittal states that by acknowledging that it will deliver and by
delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.

                  For a period that is the earlier of (i) the close of business
on the 180th day after the Expiration Date (extended by the number of days
during such period that any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement (as defined herein))
and (ii) the close of business on the date upon which all such Broker-Dealers
have sold all New Securities held by them, the Issuers will promptly send
additional copies of


<PAGE>
                                      -2-


this Prospectus and any amendment or supplement to this Prospectus to any
Broker-Dealer that requests such documents in the Letter of Transmittal. The
Issuers have agreed to pay all expenses incident to the Exchange Offer
(including the expenses of one counsel for the holders of the Securities) other
than commissions or concessions of any brokers or dealers and will indemnify the
holders of the Securities (including any Broker-Dealers) against certain
liabilities, including liabilities under the Act.

                  [If applicable, add information required by Regulation S-K
Items 507 and/or 508.]

<PAGE>


                                                                         ANNEX D


                  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
                  ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
                  AMENDMENTS OR SUPPLEMENTS THERETO.

                  Name:
                                    ------------------------------
                  Address:
                                    ------------------------------

                                    ------------------------------

If the undersigned is not a Broker-Dealer, the undersigned represents that it
acquired the New Securities in the ordinary course of its business, it is not
engaged in, and does not intend to engage in, a distribution of New Securities
and it has not arrangements or understandings with any Person to participate in
a distribution of the New Securities. If the undersigned is a Broker-Dealer that
will receive New Securities for its own account in exchange for Securities, it
represents that the Securities to be exchanged for New Securities were acquired
by it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such New Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Act.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>13
<FILENAME>d96909ex10-2.txt
<DESCRIPTION>INDEMNIFICATION AGREEMENT - JAMES K. SCHULER
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.2


                            INDEMNIFICATION AGREEMENT

         This Indemnification Agreement ("Agreement") is made as of the 21st day
of February, 2001, by and between D.R. Horton, Inc., a Delaware corporation (the
"Company"), and James K. Schuler, a director and officer of the Company (the
"Indemnitee").

                                    RECITALS

         A. The Indemnitee has been elected as a director and officer of the
Company and the Company desires the Indemnitee to serve in such capacities. The
Indemnitee is willing, subject to certain conditions including without
limitation the execution and performance of this Agreement by the Company, to
serve in such capacities.

         B. In addition to the indemnification to which the Indemnitee is
entitled under the certificate of incorporation of the Company (the
"Certificate"), the Company may in its discretion obtain at its sole expense
insurance protecting its officers and directors including the Indemnitee against
certain losses arising out of actual or threatened actions, suits or proceedings
to which such persons may be made or threatened to be made parties. If such
insurance is obtained, there can be no assurance that such insurance will not be
cancelled by the insurer or that the Company will elect not to continue or renew
such insurance. Accordingly, and in order to induce the Indemnitee to serve in
his present capacities, the Company and Indemnitee agree as follows:

         1. Continued Service. The Indemnitee will serve as a director of the
Company so long as he is duly elected and qualified in accordance with the
bylaws of the Company (the "Bylaws") or until he resigns in writing in
accordance with applicable law and will continue to serve as an officer of the
Company at the pleasure of its Board of Directors (the "Board") so long as he is
duly appointed or elected by the Board or until he resigns in writing in
accordance with applicable law.



<PAGE>
         2. Initial Indemnity. (a) The Company shall indemnify the Indemnitee
when he was or is a party or is threatened to be made a party to any pending,
threatened or completed action, suit or proceeding, whether civil,
administrative, investigative or criminal (other than an action by or in the
name of the Company), by reason of the fact that he is or was or had agreed to
become a director or officer of the Company, or is or was serving or had agreed
to serve at the written request of the Company as director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, in any such case owned or controlled by the Company, or by reason of
any action alleged to have been taken or omitted in such capacity, against any
and all costs, charges and expenses, including without limitation, attorneys'
and others' fees and expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred by the Indemnitee in connection therewith and
any appeal therefrom if the Indemnitee acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent shall not, of itself, create a
presumption that the Indemnitee did not satisfy the foregoing standard of
conduct to the extent applicable thereto.

         (b) The Company shall indemnify the Indemnitee when he was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by or in the right of the Company to
procure a judgment in its favor by reason of the fact that he is or was or had
agreed to become a director or officer of the Company, or is or was serving or
had agreed to serve at the written request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint

                                      -2-
<PAGE>




venture, trust or other enterprise, in any such case owned or controlled by the
Company, against costs, charges and expenses (including attorneys' and others'
fees and expenses) actually and reasonably incurred by him in connection with
the defense or settlement thereof or any appeal therefrom if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company and except that no indemnification shall be made in
respect of any claim, issue or matter as to which the Indemnitee shall have been
adjudged to be liable to the Company unless and only to the extent that the
Court of Chancery or the court in which such action, suit or proceeding was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, the Indemnitee is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

         (c) To the extent that the Indemnitee has been successful on the merits
or otherwise, including without limitation the dismissal of an action without
prejudice, in defense of any action, suit or proceeding referred to in Sections
2(a) or 2(b) hereof or in defense of any claim, issue or matter therein, he
shall be indemnified against costs, charges and expenses (including attorneys'
and others' fees and expenses) actually and reasonably incurred by him in
connection therewith.

         (d) Any indemnification under Sections 2(a) or 2(b) (unless ordered by
a court) shall be made by the Company only as authorized in the specific case
upon a determination in accordance with Section 4 hereof or any applicable
provision of the Certificate, Bylaws, other agreement, resolution or otherwise.
Such determination shall be made (i) by the Board, by a majority vote of a
quorum consisting of directors who were not parties to such action, suit or
proceeding or (ii) if such a quorum of disinterested directors is not available
or so directs, by independent legal counsel (designated in the manner provided
below in this



                                      -3-
<PAGE>
subsection (d)) in a written opinion or (iii) by the stockholders of the Company
(the "Stockholders"). Independent legal counsel shall be designated by vote of a
majority of the disinterested directors; provided, however, that if the Board is
unable or fails to so designate, such designation shall be made by the
Indemnitee subject to the approval of the Company (which approval shall not be
unreasonably withheld). Independent legal counsel shall not be any person or
firm who, under the applicable standards of professional conduct then
prevailing, would have a conflict of interest in representing either the Company
or the Indemnitee in an action to determine the Indemnitee's rights under this
Agreement. The Company agrees to pay the reasonable fees and expenses of such
independent legal counsel and to indemnify fully such counsel against costs,
charges and expenses (including attorneys' and others' fees and expenses)
actually and reasonably incurred by such counsel in connection with this
Agreement or the opinion of such counsel pursuant hereto.

         (e) All expenses (including attorneys' and others' fees and expenses)
incurred by the Indemnitee in his capacity as a director or officer of the
Company in defending a civil or criminal action, suit or proceeding shall be
paid by the Company in advance of the final disposition of such action, suit or
proceeding in the manner prescribed by Section 4(b) hereof.

         (f) The Company shall not adopt any amendment to the Certificate or
Bylaws the effect of which would be to deny, diminish or encumber the
Indemnitee's rights to indemnity pursuant to the Certificate, Bylaws, the
General Corporation Law of the State of Delaware (the "DGCL") or any other
applicable law as applied to any act or failure to act occurring in whole or in
part prior to the date (the "Effective Date") upon which the amendment was
approved by the Board or the Stockholders, as the case may be. In the event that
the Company shall adopt any amendment to the Certificate or Bylaws the effect



                                      -4-
<PAGE>

of which is to so deny, diminish or encumber the Indemnitee's rights to
indemnity, such amendment shall apply only to acts or failures to act occurring
entirely after the Effective Date thereof unless the Indemnitee shall have voted
in favor of such adoption as a director or holder of record of the Company's
voting stock, as the case may be.

         3. Additional Indemnification. (a) Pursuant to Section 145(f) of the
DGCL, without limiting any right which the Indemnitee may have pursuant to
Section 2 hereof, the Certificate, the Bylaws, the DGCL, any policy of insurance
or otherwise, but subject to the limitations on the maximum permissible
indemnity which may exist under applicable law at the time of any request for
indemnity hereunder determined as contemplated by Section 3(a) hereof, the
Company shall indemnify the Indemnitee against any amount which he is or becomes
legally obligated to pay relating to or arising out of any claim made against
him because of any act, failure to act or neglect or breach of duty, including
any actual or alleged error, misstatement or misleading statement, which he
commits, suffers, permits or acquiesces in while acting in his capacity as a
director of the Company, or, at the written request of the Company, as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, in any such case owned or controlled by the
Company. The payments which the Company is obligated to make pursuant to this
Section 3 shall include without limitation damages, judgments, settlements and
charges, costs, expenses, expenses of investigation and expenses of defense of
legal actions, suits, proceedings or claims and appeals therefrom, and expenses
of appeal, attachment or similar bonds; provided, however, that the Company
shall not be obligated under this Section 3(a) to make any payment in connection
with any claim against the Indemnitee:




                                      -5-
<PAGE>



                           (i) to the extent of any fine or similar governmental
                  imposition which the Company is prohibited by applicable law
                  from paying which results in a final, nonappealable order; or

                           (ii) to the extent based upon or attributable to the
                  Indemnitee gaining in fact a personal profit to which he was
                  not legally entitled, including without limitation profits
                  made from the purchase and sale by the Indemnitee of equity
                  securities of the Company which are recoverable by the Company
                  pursuant to Section 16(b) of the Securities Exchange Act of
                  1934, and profits arising from transactions in publicly traded
                  securities of the Company which were effected by the
                  Indemnitee in violation of Section 10(b) of the Securities
                  Exchange Act of 1934, including Rule l0b-5 promulgated
                  thereunder.

The determination of whether the Indemnitee shall be entitled to indemnification
under this Section 3(a) may be, but shall not be required to, be made in
accordance with Section 4(a) hereof. If that determination is so made, it shall
be binding upon the Company and the Indemnitee for all purposes.

         (b) Expenses (including without limitation attorneys' and others' fees
and expenses) incurred by Indemnitee in defending any actual or threatened civil
or criminal action, suit, proceeding or claim shall be paid by the Company in
advance of the final disposition thereof as authorized in accordance with
Section 4(b) hereof.

         4. Certain Procedures Relating to Indemnification and Advancement of
Expenses. (a) Except as otherwise permitted or required by the DGCL, for
purposes of pursuing his rights to indemnification under Sections 2(a), 2(b) or
3(a) hereof, as the case may be, the Indemnitee may, but shall not be required
to, (i) submit to the Board a sworn statement of request for indemnification
substantially




                                      -6-
<PAGE>

in the form of Exhibit 1 attached hereto and made a part hereof (the
"Indemnification Statement") averring that he is entitled to indemnification
hereunder; and (ii) present to the Company reasonable evidence of all
indemnification amounts for which payment is requested. Submission of an
Indemnification Statement to the Board shall create a presumption that the
Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a)
hereof, as the case may be, and the Board shall be deemed to have determined
that the Indemnitee is entitled to such indemnification unless within 30
calendar days after submission of the Indemnification Statement the Board shall
determine by vote of a majority of the directors at a meeting at which a quorum
is present, based upon clear and convincing evidence (sufficient to rebut the
foregoing presumption) and the Indemnitee shall have received notice within such
period in writing of such determination that the Indemnitee is not so entitled
to indemnification, which notice shall disclose with particularity the evidence
in support of the Board's determination. The foregoing notice shall be sworn to
by all persons who participated in the determination and voted to deny
indemnification. The provisions of this Section 4(a) are intended to be
procedural only and shall not affect the right of the Indemnitee to
indemnification under this Agreement and any determination by the Board that the
Indemnitee is not entitled to indemnification and any failure to make the
payments requested in the Indemnification Statement shall be subject to judicial
review as provided in Section 6 hereof.

         (b) For purposes of determining whether to authorize advancement of
expenses pursuant to Section 2(e) hereof, the Indemnitee shall submit to the
Board a sworn statement of request for advancement of expenses substantially in
the form of Exhibit 2 attached hereto and made a part hereof (the
"Undertaking"), averring that (i) he has reasonably incurred or will reasonably
incur actual expenses in




                                      -7-
<PAGE>

defending an actual civil or criminal action, suit, proceeding or claim and (ii)
he undertakes to repay such amount if it shall ultimately be determined that he
is not entitled to be indemnified by the Company under this Agreement or
otherwise. For purposes of requesting advancement of expenses pursuant to
Section 3(b) hereof, the Indemnitee may, but shall not be required to, submit an
Undertaking or such other form of request as he determines to be appropriate (an
"Expense Request"). Upon receipt of an Undertaking or Expense Request, as the
case may be, the Board shall within 10 calendar days authorize immediate payment
of the expenses stated in the Undertaking or Expense Request, as the case may
be, whereupon such payments shall immediately be made by the Company. No
security shall be required in connection with any Undertaking or Expense Request
and any Undertaking or Expense Request shall be accepted without reference to
the Indemnitee's ability to make repayment.

         5. Subrogation; Duplication of Payments. (a) In the event of payment
under this Agreement, the Company shall be subrogated to the extent of such
payment to all of the rights of recovery of the Indemnitee, who shall execute
all papers required and shall do everything that may be necessary to secure such
rights, including the execution of such documents necessary to enable the
Company effectively to bring suit to enforce such rights.

         (b) The Company shall not be liable under this Agreement to make any
payment in connection with any claim made against the Indemnitee to the extent
the Indemnitee has actually received payment (under any insurance policy, the
Certificate, the Bylaws or otherwise) of the amounts otherwise payable
hereunder.

         6. Enforcement. (a) If a claim for indemnification made to the Company
pursuant to Section 4 hereof is not paid in full by the Company within 30
calendar days after a written claim has been received




                                      -8-
<PAGE>

by the Company, the Indemnitee may at any time thereafter bring suit against the
Company to recover the unpaid amount of the claim.

         (b) In any action brought under Section 6(a) hereof, it shall be a
defense to a claim for indemnification pursuant to Sections 2(a) or 2(b) hereof
(other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the
Undertaking, if any is required, has been tendered to the Company) that the
Indemnitee has not met the standards of conduct which make it permissible under
the DGCL for the Company to indemnify the Indemnitee for the amount claimed, but
the burden of proving such defense shall be on the Company. Neither the failure
of the Company (including the Board, independent legal counsel or the
Stockholders) to have made a determination prior to commencement of such action
that indemnification of the Indemnitee is proper in the circumstances because he
has met the applicable standard of conduct set forth in the DGCL, nor an actual
determination by the Company (including the Board, independent legal counsel or
the Stockholders) that the Indemnitee has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
Indemnitee has not met the applicable standard of conduct.

         (c) It is the intent of the Company that the Indemnitee not be required
to incur the expenses associated with the enforcement of his rights under this
Agreement by litigation or other legal action because the cost and expense
thereof would substantially detract from the benefits intended to be extended to
the Indemnitee hereunder. Accordingly, if it should appear to the Indemnitee
that the Company has failed to comply with any of its obligations under the
Agreement or in the event that the Company or any other person takes any action
to declare the Agreement void or unenforceable, or institutes any action, suit
or proceeding designed (or having the effect of being designed) to deny, or to
recover from, the Indemnitee




                                      -9-
<PAGE>

the benefits intended to be provided to the Indemnitee hereunder, the Company
irrevocably authorizes the Indemnitee from time to time to retain counsel of his
choice, at the expense of the Company as hereafter provided, to represent the
Indemnitee in connection with the initiation or defense of any litigation or
other legal action, whether by or against the Company or any director, officer,
stockholder or other person affiliated with the Company, in any jurisdiction.
Regardless of the outcome thereof, the Company shall pay and be solely
responsible for any and all costs, charges and expenses, including without
limitation attorneys' and others' fees and expenses, reasonably incurred by the
Indemnitee (i) as a result of the Company's failure to perform this Agreement or
any provision thereof or (ii) as a result of the Company or any person
contesting the validity or enforceability of this Agreement or any provision
thereof as aforesaid.

         7. Merger or Consolidation. In the event that the Company shall be a
constituent corporation in a consolidation, merger or other reorganization, the
Company, if it shall not be the surviving, resulting or other corporation
therein, shall require as a condition thereto the surviving, resulting or
acquiring corporation to agree to indemnify the Indemnitee to the full extent
provided in Section 3 hereof. Whether or not the Company is the resulting,
surviving or acquiring corporation in any such transaction, the Indemnitee shall
also stand in the same position under this Agreement with respect to the
resulting, surviving or acquiring corporation as he would have with respect to
the Company if its separate existence had continued.

         8. Nonexclusivity and Severability. (a) The right to indemnification
provided by this Agreement shall not be exclusive of any other rights to which
the Indemnitee may be entitled under the Certificate, Bylaws, the DGCL, any
other statute, insurance policy, agreement, vote of Stockholders or of directors
or otherwise, both as to actions in his official capacity and as to actions in
another capacity




                                      -10-
<PAGE>

while holding such office, and shall continue after the Indemnitee has ceased to
be a director, officer, employee or agent and shall inure to the benefit of his
heirs, executors and administrators.

         (b) If any provision of this Agreement or the application of any
provision hereof to any person or circumstances is held invalid, unenforceable
or otherwise illegal, the remainder of this Agreement and the application of
such provision to other persons or circumstances shall not be affected, and the
provision so held to be invalid, unenforceable or otherwise illegal shall be
reformed to the extent (and only to the extent) necessary to make it
enforceable, valid and legal.

         9. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to the
principles of conflict of laws thereof.

         10. Modification; Survival. This Agreement contains the entire
agreement of the parties relating to the subject matter hereof. This Agreement
may be modified only by an instrument in writing signed by both parties hereto.
The provisions of this Agreement shall survive the death, disability, or
incapacity of the Indemnitee or the termination of the Indemnitee's service as a
director of the Company and shall inure to the benefit of the Indemnitee's
heirs, executors and administrators.

         11. Certain Terms. For purposes of this Agreement, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on Indemnitee with respect to any employee
benefit plan; and references to "serving at the request of the Company" shall
include any service as a director, officer, employee or agent of the Company
which imposes duties on, or involves services by, the Indemnitee with respect to
an employee benefit
plan, its participants or beneficiaries; references to the masculine shall
include the feminine; references to the singular shall include the plural and
vice versa; and if the Indemnitee acted in good faith and in a manner he
reasonably believed



                                      -11-
<PAGE>

to be in the interest of the participants and beneficiaries of an employee
benefit plan he shall be deemed to have acted in a manner "not opposed to the
best interests of the Company" as referred to herein.

         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.


                                            D.R. HORTON, INC.



                                            By: /s/ Donald R. Horton
                                                --------------------------------
                                                Donald R. Horton, Chairman of
                                                  the Board




                                                /s/ James K. Schuler
                                                --------------------------------
                                                James K. Schuler



                                      -12-
<PAGE>





                                    EXHIBIT 1

                            INDEMNIFICATION STATEMENT

STATE OF                      )
         ----------           )   )
COUNTY OF                     )
          ----------

         I, ______________________________, being first duly sworn, do depose
and say as follows:

         1. This Indemnification Statement is submitted pursuant to the
Indemnification Agreement, dated as of ____________________, 200__, between D.R.
Horton, Inc., a Delaware corporation (the "Company"), and the undersigned.

         2. I am requesting indemnification against charges, costs, expenses
(including attorneys' and others' fees and expenses), judgments, fines and
amounts paid in settlement, all of which (collectively, "Liabilities") have been
or will be incurred by me in connection with an actual or threatened action,
suit, proceeding or claim to which I am a party or am threatened to be made a
party.

         3. With respect to all matters related to any such action, suit,
proceeding or claim, I am entitled to be indemnified as herein contemplated
pursuant to the aforesaid Indemnification Agreement.

         4. Without limiting any other rights which I have or may have, I am
requesting indemnification against Liabilities which have or may arise out of
________________________________________________________________________________

________________________________________________________________________________

_______________________________________________________________________________.



                                      -1-
<PAGE>




                                                Name:
                                                     ---------------------------


         Subscribed and sworn to before me, a Notary Public in and for said
County and State, this _____ day of _________________, 200__.


[Seal]
                                                     ---------------------------



         My commission expires the ____ day of ________________, 200___.



                                      -2-
<PAGE>



                                    EXHIBIT 2
                                   UNDERTAKING


STATE OF                      )
         ----------           )   )
COUNTY OF                     )
          ----------

         I, ___________________________, being first duly sworn do depose and
say as follows:

         1. This Undertaking is submitted pursuant to the Indemnification
Agreement, dated as of ____________________, 200___, between D.R. Horton, Inc.,
a Delaware corporation (the "Company"), and the undersigned.

         2. I am requesting advancement of certain costs, charges and expenses
which I have incurred or will incur in defending an actual or pending civil or
criminal action, suit, proceeding or claim.

         3. I hereby undertake to repay this advancement of expenses if it shall
ultimately be determined that I am not entitled to be indemnified by the Company
under the aforesaid Indemnification Agreement or otherwise.

         4. The costs, charges and expenses for which advancement is requested
are, in general, all expenses related to _______________________________________

_______________________________________________________________________________.


                                                  Name:
                                                       -------------------------


         Subscribed and sworn to before me, a Notary Public in and for said
County and State, this _____ day of _________________, 200__.


[Seal]
                                                       -------------------------


         My commission expires the ____ day of ________________, 200___.


                                      -1-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>14
<FILENAME>d96909ex10-4.txt
<DESCRIPTION>FORM OF INCENTIVE STOCK OPTION AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.4

                               D. R. HORTON, INC.


                    Form of Incentive Stock Option Agreement

                                 (Term Vesting)


         WHEREAS, _____________________________ (hereinafter called the
"Participant") has become an employee of D.R. Horton, Inc., a Delaware
corporation (hereinafter called the "Company"), or one of its Subsidiaries (as
defined herein) as a result of the merger of Schuler Homes, Inc. ("Schuler")
with and into the Company, with the Company as the surviving corporation,
pursuant to the Agreement and Plan of Merger, dated as of October 22, 2001, as
amended (the "Merger Agreement"), between the Company and Schuler;

         WHEREAS, pursuant to Section 2.1.6 of the Merger Agreement and the
terms of the Amended and Restated 1992 Stock Option Plan and the Amended and
Restated 2000 Stock Incentive Plan of Schuler (the "Schuler Stock Option
Plans"), each outstanding stock option held by the Participant to purchase
shares of common stock of Schuler has been terminated and is being replaced with
a comparable option to purchase Common Stock of the Company;

         WHEREAS, the grant of Option Rights to the Participant effective
February 21, 2002 (the "Date of Grant") and the execution of a Stock Option
Agreement in the form hereof has been duly authorized by a resolution of the
Committee duly adopted on February 21, 2002 and incorporated herein by
reference;

         WHEREAS, the option granted hereby is intended to be an "incentive
stock option" within the meaning of that term under Section 422A of the Code and
it is intended that such grant shall not constitute a "modification" as defined
in Section 424 of the Code, because it will constitute the issuance or
substitution of a new option for an old option in a corporate merger



<PAGE>


under Section 424(a) of the Code, pursuant to an exception from the modification
rules in Section 424(h)(3)(A) of the Code; and

         WHEREAS, pursuant to Section 424(a) of the Code, the excess of the
aggregate fair market value of the shares subject to the Company option
immediately after the substitution over the aggregate option price of such
shares is not more than the excess of the aggregate fair market value of all
shares subject to the Schuler option immediately before such substitution over
the option price of such shares; and the new Company option does not give the
Participant additional benefits which he didn't have under the old Schuler
option;

         NOW, THEREFORE, effective as of the Date of Grant the Company hereby
grants to the Participant an incentive stock option pursuant to the Company's
1991 Stock Incentive Plan (the "Plan") to purchase (INSERT NUMBER OF REPLACED
SCHULER OPTIONS TIMES STOCK EXCHANGE RATIO (0.598)) shares of Common Stock at
the price of (INSERT EXERCISE PRICE OF REPLACED SCHULER OPTIONS DIVIDED BY STOCK
EXCHANGE RATIO (0.598)) Dollars ($_________ ) per share, and agrees to cause
certificates for any shares purchased hereunder to be delivered to the
Participant upon payment of the aggregate Option Price in full, all subject,
however, to the terms and conditions hereinafter set forth and in the Plan,
which is incorporated herein by reference and, in the event of any conflict
between the Plan and this Agreement, the terms of the Plan shall prevail.
Capitalized terms used in this Agreement that are not otherwise defined in this
Agreement are used as defined in the Plan.

                                                         Stock Option Agreement-
                                                          Incentive Stock Option
                                          (Replacement of Schuler Stock Options)

                                       2
<PAGE>


         1. (A) This option (until terminated as hereinafter provided) shall
become exercisable as follows:

<Table>
<Caption>
                     Time Period After         Number of Shares for Which
                       Date of Grant           Option is Exercisable
                       -------------           ---------------------
<S>                                            <C>
</Table>

        (INSERT VESTING SCHEDULE REMAINING FROM REPLACED SCHULER OPTION)

                  Except as otherwise provided in paragraph 3, this option shall
be exercisable only if the Participant shall have been in the continuous employ
of the Company or any Subsidiary from the date hereof until this option is
exercised. For the purposes of this paragraph, leaves of absence approved by the
Board for illness, disability, military or governmental service, or other cause,
shall be considered as employment. The Participant shall be deemed to be in the
employ of the Company or any Subsidiary for so long as such Participant
continues to render periodic services to the Company or any Subsidiary as an
employee. The Participant shall be deemed to be an employee and to continue in
the Company's employ for so long as the Participant continues in the employ of
the Company or one or more of its Subsidiaries, subject to the control and
direction of the employer entity as to both the work to be performed and the
manner and method of performance. To the extent exercisable, this option may be
exercised in whole or in part from time to time.

                  (B) Notwithstanding the provisions of subparagraph (A) of this
paragraph 1, this option shall be exercisable to the extent of 100% of the
shares hereinabove specified upon the occurrence of any Change in Control (as
hereinafter defined) of the Company. For purposes of this Agreement, a "Change
in Control" means the occurrence of any of the following events:

                           (i) A merger, consolidation or reorganization of the
                  Company into or with another corporation or other legal person
                  if the stockholders of the Company, immediately before such
                  merger, consolidation or reorganization, do not,


                                                         Stock Option Agreement-
                                                          Incentive Stock Option
                                          (Replacement of Schuler Stock Options)

                                       3
<PAGE>


                  immediately following such merger, consolidation or
                  reorganization, then own directly or indirectly, more than 50%
                  of the combined voting power of the then-outstanding voting
                  securities of the corporation or other legal person resulting
                  from such merger, consolidation or reorganization in
                  substantially the same proportion as their ownership of Voting
                  Securities (as hereinafter defined) immediately prior to such
                  merger, consolidation or reorganization;

                           (ii) The Company sells all or substantially all of
                  its assets to another corporation or other legal person, or
                  there is a complete liquidation or dissolution of the Company;

                           (iii) There is a report filed on Schedule 13D or
                  Schedule 14D-1 (or any successor schedule, form or report)
                  each as promulgated pursuant to the Securities Exchange Act of
                  1934, as amended (the "Exchange Act"), disclosing that any
                  person (as the term "person" is used in Section 13(d)(3) or
                  Section 14(d) (2) of the Exchange Act) has become the
                  beneficial owner (as the term "beneficial owner" is defined
                  under Rule 13d-3 or any successor rule or regulation
                  promulgated under the Exchange Act) of securities representing
                  20% or more of the combined voting power of the
                  then-outstanding voting securities of the Company ("Voting
                  Securities") (computed in accordance with the standards for
                  the computation of total percentage ownership for the purposes
                  of Schedule 13D or Schedule 14D-1 (or any successor schedule,
                  form or report)); or

                           (iv) The Company files a report or proxy statement
                  with the Securities and Exchange Commission pursuant to the
                  Exchange Act disclosing in response to Form 8-K or Schedule
                  14A (or any successor schedule, form or report or item
                  therein) that a change in control of the Company has occurred
                  or will occur in the future pursuant to any then-existing
                  contract or transaction.

Notwithstanding the provisions set forth in (iii) or (iv) above, a "Change in
Control" shall not be deemed to have occurred for purposes of this Agreement
solely because (i) the Company, (ii) any Subsidiary, or (iii) any employee stock
ownership plan or any other employee benefit plan of the Company or any
Subsidiary either files or becomes obligated to file a report or a proxy
statement under or in response to Schedule 13D, Schedule 14D-1, Form 8-K or
Schedule 14A (or any successor schedule, form or report or item therein) under
the Exchange Act disclosing beneficial ownership by it of Voting Securities,
whether in excess of 20% or otherwise, or because the Company reports that a
change in control of the Company has occurred or will occur in the


                                                         Stock Option Agreement-
                                                          Incentive Stock Option
                                          (Replacement of Schuler Stock Options)


                                       4
<PAGE>


future by reason of such beneficial ownership. For purposes of calculating
beneficial ownership pursuant to this subparagraph (B), any Voting Securities
held by Donald R. Horton as of the date hereof or received by Donald R. Horton
in connection with any merger involving the Company and any affiliate of the
Company shall not be included in the calculation of beneficial ownership.

                  (C) Notwithstanding the provisions of subparagraph (A) of this
paragraph 1, this option shall be exercisable to the extent of 100% of the
shares hereinabove specified at the time the Participant ceases to be an
employee of the Company or any Subsidiary upon the occurrence of the events
described in subparagraph (B) or (D) of paragraph 3.


                  (D) Notwithstanding the provisions of subparagraph (A) of this
paragraph 1, this option shall be exercisable to the extent of 100% of the
shares hereinabove specified if the Participant is involuntarily terminated as
an employee of the Company and its Subsidiaries without Cause for Termination
(and not on account of death or disability) within six months from the Date of
Grant. For purposes of this subparagraph (D) of this paragraph 1, "Cause for
Termination" shall mean any reason related to the violation of policies, rules
or directions of any employer or its management, misconduct or negligence in
performing assigned responsibilities, failure to meet performance goals or
objectives or to fulfill customary duties, conduct damaging to property or other
interests, fraud, misappropriation, dishonesty or abuse of alcohol or any
controlled substance, or similar basis related to performance or character.

                  2. The Option Price shall be payable (a) in cash or by check
acceptable to the Company, (b) by transfer to the Company of shares of Common
Stock which have been owned by the Participant for more than six months prior to
the date of exercise and which have an aggregate Market Value per Share on the
date of exercise equal to the aggregate Option Price, (c) by a combination of
the methods of payment set forth in clauses (a) or (b) above, or


                                                         Stock Option Agreement-
                                                          Incentive Stock Option
                                          (Replacement of Schuler Stock Options)


                                       5
<PAGE>


(d) through a broker-dealer sale and remittance procedure, pursuant to which the
Participant shall provide irrevocable written instructions (i) to the designated
broker-dealer to effect the immediate sale of the purchased shares and remit to
the Company, out of the sale proceeds an amount equal to the aggregate option
price payable for the purchased shares plus all applicable Federal and State
income and employment taxes required to be withheld by the Company by reason of
such purchase and (ii) to the Company to deliver the certificates for the
purchased shares directly to such broker-dealer.

         3. The nonvested portion of this option shall terminate immediately
upon termination of employment. The vested portion of this option shall
terminate on the earliest of the following dates:

                  (A) Three months after delivery to the Participant by the
         Company or a Subsidiary of notice of termination of the Participant's
         employment with the Company or a Subsidiary other than for any matter
         that constitutes a violation of the standard of employee conduct set
         forth in the Company's Employee Manual as in effect on the date of such
         termination or delivery to the Company by the Participant of notice of
         the voluntary termination by the Participant of the Participant's
         employment with the Company or a Subsidiary;

                  (B) Three months after the Participant ceases to be an
         employee of the Company or a Subsidiary by reason of retirement under a
         retirement plan of the Company or a Subsidiary, which retirement is at
         or after normal retirement age provided for in such retirement plan;

                  (C) Immediately upon the delivery to the Participant by the
         Company or a Subsidiary of notice of termination of the Participant's
         employment with the Company or


                                                         Stock Option Agreement-
                                                          Incentive Stock Option
                                          (Replacement of Schuler Stock Options)

                                       6
<PAGE>


         a Subsidiary for any matter that constitutes a violation of the
         standard of employee conduct set forth in the Company's Employee Manual
         as in effect on the date of such termination;

                  (D) One year after the death or permanent disability of the
         Participant if the Participant dies or becomes permanently disabled
         while an employee of the Company or a Subsidiary; and

                  (E) (INSERT EXPIRATION DATE FROM REPLACED SCHULER OPTION).

Nothing contained in this option shall limit whatever right the Company or a
Subsidiary might otherwise have to terminate the employment of the Participant.
Except as otherwise provided in subparagraph (C) of paragraph 1, after the
termination of the Participant's employment this option shall be exercisable for
the same number of shares for which it was exercisable prior to such
termination. In the event that the Participant's employment terminates on the
same date that a Change in Control of the Company occurs, the Change in Control
will be deemed to have occurred prior to the termination of the Participant's
employment.

         4. This option is not transferable or exercisable except as provided in
Paragraph 9 of the Plan.

         5. Notwithstanding the provisions of Paragraph 10 of the Plan, no
adjustment shall be made to this option without the prior written consent of the
Participant if any such adjustment would constitute a "modification" of this
option within the meaning of Section 424(h) of the Code.

                                                         Stock Option Agreement-
                                                          Incentive Stock Option
                                          (Replacement of Schuler Stock Options)

                                       7
<PAGE>


         6. If the Company shall be required to withhold any federal, state,
local or foreign tax in connection with the exercise of this option, it shall be
a condition to such exercise that the Participant pay or make provision
satisfactory to the Company for payment of all such taxes.

         7. Upon each exercise of this option, the Company as promptly as
practicable shall mail or deliver to the Participant a stock certificate or
certificates representing the shares then purchased, and shall pay all stamp
taxes payable in connection therewith. The issuance of such shares and delivery
of the certificate or certificates therefor shall, however, be subject to any
delay necessary to complete (a) the listing of such shares on any stock exchange
upon which shares of the same class are then listed, (b) such registration or
qualification of such shares under any state or federal law, rule or regulation
as the Company may determine to be necessary or advisable, and (c) the making of
provision for the payment or withholding of any taxes required to be withheld
pursuant to any applicable law, in respect of the exercise of this option or the
receipt of such shares.

         8. The term "Subsidiary" as used in this Agreement means any
corporation, trust, joint venture, partnership or other unincorporated entity in
which, at the time, the Company owns or controls, directly or indirectly, (i) in
the case of a corporation, not less than 50% of the total combined voting power
represented by all classes of stock issued by such corporation, or (ii) in the
case of a trust, joint venture, partnership or other unincorporated entity, not
less than 50% of the beneficial interest of such entity. A corporation shall be
considered to be a Subsidiary of the Company if it is a member of an unbroken
chain of corporations beginning with the Company if each of the corporations
other than the last corporation in the unbroken chain owns stock possessing
fifty percent or more of the total combined voting power of all classes of stock
in one of the other corporations in such chain. For purposes of this Agreement,
the continuous employ


                                                         Stock Option Agreement-
                                                          Incentive Stock Option
                                          (Replacement of Schuler Stock Options)

                                       8
<PAGE>


of the Participant with the Company or a Subsidiary shall not be deemed
interrupted, and the Participant shall not be deemed to have ceased to be an
employee of the Company or any Subsidiary, by reason of the transfer of his
employment among the Company and any of its Subsidiaries.

         EXECUTED at Arlington, Texas as of this 21st day of February, 2002.


                                                 D. R. HORTON, INC.


                                                 By
                                                    ----------------------------


         The undersigned Participant hereby acknowledges receipt of an executed
original of this Incentive Stock Option Agreement and accepts the stock option
granted thereunder.

                                                 -------------------------------
                                                 Participant


                                                         Stock Option Agreement-
                                                          Incentive Stock Option
                                          (Replacement of Schuler Stock Options)


                                       9


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>15
<FILENAME>d96909ex10-5.txt
<DESCRIPTION>FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.5

                                D.R. HORTON, INC.
                      NON-QUALIFIED STOCK OPTION AGREEMENT
                                 (TERM VESTING)

                                FEBRUARY 21, 2002

         WHEREAS, _______________________ (hereinafter called the "Participant")
has become an employee of D.R. Horton, Inc., a Delaware corporation (hereinafter
called the "Company"), or one of its Subsidiaries as a result of the merger of
Schuler Homes, Inc. ("Schuler") with and into the Company, with the Company as
the surviving corporation, pursuant to the Agreement and Plan of Merger, dated
as of October 22, 2001, as amended (the "Merger Agreement"), between the Company
and Schuler;

         WHEREAS, pursuant to Section 2.1.6 of the Merger Agreement and the
terms of the Amended and Restated 1992 Stock Option Plan and the Amended and
Restated 2000 Stock Incentive Plan of Schuler (the "Schuler Stock Option
Plans"), each outstanding stock option held by the Participant to purchase
shares of common stock of Schuler has been terminated and is being replaced with
a comparable option to purchase Common Stock of the Company;

         WHEREAS, the grant of Option Rights to the Participant effective
February 21, 2002 (the "Date of Grant") and the execution of a Stock Option
Agreement in the form hereof has been duly authorized by a resolution of the
Committee duly adopted on February 21, 2002 and incorporated herein by
reference; and

         WHEREAS, the option granted hereby is intended to be a non-qualified
stock option and shall not be treated as an "incentive stock option" within the
meaning of that term under Section 422A of the Code;

         NOW, THEREFORE, effective as of the Date of Grant, the Company hereby
grants to the Participant a non-qualified option pursuant to the Company's 1991
Stock Incentive Plan (the


<PAGE>


"Plan") to purchase (INSERT NUMBER OF REPLACED SCHULER OPTIONS TIMES STOCK
EXCHANGE RATIO (0.598)) shares of Common Stock at the price of (INSERT EXERCISE
PRICE OF REPLACED SCHULER OPTIONS DIVIDED BY STOCK EXCHANGE RATIO (0.598))
Dollars (_______________) per share, and agrees to cause certificates for any
shares purchased hereunder to be delivered to the Participant upon payment of
the aggregate Option Price in full, all subject, however, to the terms and
conditions hereinafter set forth and in the Plan, which is incorporated herein
by reference and, in the event of any conflict between the Plan and this
Agreement, the terms of the Plan shall prevail. Capitalized terms used in this
Agreement that are not otherwise defined in this Agreement are used as defined
in the Plan.

         1. (A) This option (until terminated as hereinafter provided) shall
become exercisable as follows:

        (INSERT VESTING SCHEDULE REMAINING FROM REPLACED SCHULER OPTION)


<Table>
<Caption>
                    TIME PERIOD                    NUMBER OF SHARES FOR
                AFTER DATE OF GRANT            WHICH OPTION IS EXERCISABLE
                -------------------            ---------------------------
<S>                                            <C>
                -------------------            ---------------------------

                -------------------            ---------------------------

                -------------------            ---------------------------

                -------------------            ---------------------------

                -------------------            ---------------------------

                -------------------            ---------------------------
</Table>

                Except as otherwise provided in paragraph 3, this option shall
be exercisable only if the Participant shall have been in the continuous employ
of the Company or any Subsidiary from

                                                         Stock Option Agreement-
                                                      Non-Qualified Stock Option
                                          (Replacement of Schuler Stock Options)

                                       2
<PAGE>


the date hereof until this option is exercised. For the purposes of this
paragraph, leaves of absence approved by the Board for illness, disability,
military or governmental service, or other cause, shall be considered as
employment. The Participant shall be deemed to be in the employ of the Company
or any Subsidiary for so long as such Participant continues to render periodic
services to the Company or any Subsidiary, whether as an employee, a
non-employee member of the Company's or its Subsidiary's Board of Directors, or
similar governing body, or an independent consultant or advisor. The Participant
shall be deemed to be an employee and to continue in the Company's employ for so
long as the Participant continues in the employ of the Company or one or more of
its Subsidiaries, subject to the control and direction of the employer entity as
to both the work to be performed and the manner and method of performance. To
the extent exercisable, this option may be exercised in whole or in part from
time to time.

                (B) Notwithstanding the provisions of subparagraph (A) of this
paragraph 1, this option shall be exercisable to the extent of 100% of the
shares hereinabove specified upon the occurrence of any Change in Control (as
hereinafter defined) of the Company. For purposes of this Agreement, a "Change
in Control" means the occurrence of any of the following events:

                (i) A merger, consolidation or reorganization of the Company
        into or with another corporation or other legal person if the
        stockholders of the Company, immediately before such merger,
        consolidation or reorganization, do not, immediately following such
        merger, consolidation or reorganization, then own directly or
        indirectly, more than 50% of the combined voting power of the
        then-outstanding voting securities of the corporation or other legal
        person resulting from such merger, consolidation or reorganization in
        substantially the same proportion as their ownership of Voting
        Securities (as hereinafter defined) immediately prior to such merger,
        consolidation or reorganization;

                  (ii) The Company sells all or substantially all of its assets
         to another

                                                         Stock Option Agreement-
                                                      Non-Qualified Stock Option
                                          (Replacement of Schuler Stock Options)

                                       3
<PAGE>


         corporation or other legal person, or there is a complete liquidation
         or dissolution of the Company;

                  (iii) There is a report filed on Schedule 13D or Schedule
         14D-1 (or any successor schedule, form or report), each as promulgated
         pursuant to the Securities Exchange Act of 1934, as amended (the
         "Exchange Act"), disclosing that any person (as the term "person" is
         used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has
         become the beneficial owner (as the term "beneficial owner" is defined
         under Rule 13d-3 or any successor rule or regulation promulgated under
         the Exchange Act) of securities representing 20% or more of the
         combined voting power of the then-outstanding voting securities of the
         Company ("Voting Securities") (computed in accordance with the
         standards for the computation of total percentage ownership for the
         purposes of Schedule 13D or Schedule 14D-1 (or any successor schedule,
         form or report)); or

                  (iv) The Company files a report or proxy statement with the
         Securities and Exchange Commission pursuant to the Exchange Act
         disclosing in response to Form 8-K or Schedule 14A (or any successor
         schedule, form or report or item therein) that a change in control of
         the Company has occurred or will occur in the future pursuant to any
         then-existing contract or transaction.

Notwithstanding the provisions set forth in (iii) or (iv) above, a "Change in
Control" shall not be deemed to have occurred for purposes of this Agreement
solely because (i) the Company, (ii) any Subsidiary, or (iii) any employee stock
ownership plan or any other employee benefit plan of the Company or any
Subsidiary either files or becomes obligated to file a report or a proxy
statement under or in response to Schedule 13D, Schedule 14D-1, Form 8-K or
Schedule 14A (or any successor schedule, form or report or item therein) under
the Exchange Act disclosing beneficial ownership by it of Voting Securities,
whether in excess of 20% or otherwise, or because the Company reports that a
change in control of the Company has occurred or will occur in the future by
reason of such beneficial ownership. For purposes of calculating beneficial
ownership pursuant to this subparagraph (B), any Voting Securities held by
Donald R. Horton as of the date hereof or received by Donald R. Horton in
connection with any merger involving the Company and any

                                                         Stock Option Agreement-
                                                      Non-Qualified Stock Option
                                          (Replacement of Schuler Stock Options)

                                       4
<PAGE>


affiliate of the Company shall not be included in the calculation of beneficial
ownership.

                (C) Notwithstanding the provisions of subparagraph (A) of this
paragraph 1, this option shall be exercisable to the extent of 100% of the
shares hereinabove specified at the time the Participant ceases to be an
employee of the Company or any Subsidiary upon the occurrence of the events
described in subparagraph (B) or (D) of paragraph 3.

                (D) Notwithstanding the provisions of subparagraph (A) of this
paragraph 1, this option shall be exercisable to the extent of 100% of the
shares hereinabove specified if the Participant is involuntarily terminated as
an employee of the Company and its Subsidiaries without Cause for Termination
(and not on account of death or disability) within six months from the Date of
Grant. For purposes of this subparagraph (D) of this paragraph 1, "Cause for
Termination" shall mean any reason related to the violation of policies, rules
or directions of any employer or its management, misconduct or negligence in
performing assigned responsibilities, failure to meet performance goals or
objectives or to fulfill customary duties, conduct damaging to property or other
interests, fraud, misappropriation, dishonesty or abuse of alcohol or any
controlled substance, or similar basis related to performance or character.

         2. The Option Price shall be payable (a) in cash or by check acceptable
to the Company, (b) by transfer to the Company of shares of Common Stock which
have been owned by the Participant for more than six months prior to the date of
exercise and which have an aggregate Market Value per Share on the date of
exercise equal to the aggregate Option Price, (c) by a combination of the
methods of payment set forth in clauses (a) or (b) above, or (d) through a
broker-dealer sale and remittance procedure, pursuant to which the Participant
shall provide

                                                         Stock Option Agreement-
                                                      Non-Qualified Stock Option
                                          (Replacement of Schuler Stock Options)

                                       5
<PAGE>


irrevocable written instructions (i) to the designated broker-dealer to effect
the immediate sale of the purchased shares and remit to the Company, out of the
sale proceeds an amount equal to the aggregate option price payable for the
purchased shares plus all applicable Federal and State income and employment
taxes required to be withheld by the Company by reason of such purchase and (ii)
to the Company to deliver the certificates for the purchased shares directly to
such broker-dealer.

        3. The nonvested portion of this option shall terminate immediately upon
termination of employment. The vested portion of this option shall terminate on
the earliest of the following dates:

                (A) Three months after delivery to the Participant by the
Company or a Subsidiary of notice of termination of the Participant's employment
with the Company or a Subsidiary other than for any matter that constitutes a
violation of the standard of employee conduct set forth in the Company's
Employee Manual as in effect on the date of such termination, or delivery to the
Company by the Participant of notice of the voluntary termination by the
Participant of the Participant's employment with the Company or a Subsidiary;

                (B) One year after the Participant ceases to be an employee of
the Company or a Subsidiary by reason of retirement under a retirement plan of
the Company or a Subsidiary, which retirement is at or after normal retirement
age provided for in such retirement plan;

                (C) Immediately upon the delivery to the Participant by the
Company or a Subsidiary of notice of termination of the Participant's employment
with the Company or a Subsidiary for any matter that constitutes a violation of
the standard of employee conduct set


                                                         Stock Option Agreement-
                                                      Non-Qualified Stock Option
                                          (Replacement of Schuler Stock Options)

                                       6
<PAGE>


forth in the Company's Employee Manual as in effect on the date of such
termination;

                (D) Two years after the death or permanent disability of the
Participant if the Participant dies or becomes permanently disabled while an
employee of the Company or a Subsidiary; and

                (E)      (INSERT EXPIRATION DATE FROM REPLACED SCHULER OPTION).
Nothing contained in this option shall limit whatever right the Company or a
Subsidiary might otherwise have to terminate the employment of the Participant.
Except as otherwise provided in subparagraph (C) of paragraph 1, after the
termination of the Participant's employment this option shall be exercisable for
the same number of shares for which it was exercisable prior to such
termination. In the event that the Participant's employment terminates on the
same date that a Change in Control of the Company occurs, the Change in Control
will be deemed to have occurred prior to the termination of the Participant's
employment.

         4. This option is not transferable or exercisable except as provided in
Paragraph 9 of the Plan.

         5. If the Company shall be required to withhold any federal, state,
local or foreign tax in connection with the exercise of this option, it shall be
a condition to such exercise that the Participant pay or make provision
satisfactory to the Company for payment of all such taxes.

        6. Upon each exercise of this option, the Company as promptly as
practicable shall mail or deliver to the Participant a stock certificate or
certificates representing the shares then purchased, and shall pay all stamp
taxes payable in connection therewith. The issuance of such

                                                         Stock Option Agreement-
                                                      Non-Qualified Stock Option
                                          (Replacement of Schuler Stock Options)

                                       7
<PAGE>


shares and delivery of the certificate or certificates therefor shall, however,
be subject to any delay necessary to complete (a) the listing of such shares on
any stock exchange upon which shares of the same class are then listed, (b) such
registration or qualification of such shares under any state or federal law,
rule or regulation as the Company may determine to be necessary or advisable,
and (c) the making of provision for the payment or withholding of any taxes
required to be withheld pursuant to any applicable law, in respect of the
exercise of this option or the receipt of such shares.

        EXECUTED at Arlington, Texas as of the date first above written.

                                                D. R. HORTON, INC.


                                                By
                                                  ------------------------------


        The undersigned Participant hereby acknowledges receipt of an executed
original of this Non-Qualified Stock Option Agreement and accepts the stock
option granted thereunder.

                                                --------------------------------
                                                Participant



                                                         Stock Option Agreement-
                                                      Non-Qualified Stock Option
                                          (Replacement of Schuler Stock Options)


                                       8


</TEXT>
</DOCUMENT>
</SUBMISSION>
