THE GUARANTORS PARTY HERETO, and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Trustee FIFTH SUPPLEMENTAL INDENTURE Dated as of February 5, 2013 Supplementing the Indenture Dated as of May 1, 2012 with respect to the

Exhibit 4.3

X.X. XXXXXX, INC.,

THE GUARANTORS PARTY HERETO,

and

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

as

Trustee

FIFTH SUPPLEMENTAL INDENTURE

Dated as of February 5, 2013

Supplementing the Indenture

Dated as of May 1, 2012

with respect to the

4.750% Senior Notes due 2017

4.375% Senior Notes due 2022

3.625% Senior Notes due 2018

4.750% Senior Notes due 2023

THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of February 5, 2013, to the Indenture, dated as of May 1, 2012 (as amended, modified or supplemented from time to time in accordance therewith, the “Indenture”), by and among X.X. XXXXXX, INC., a Delaware corporation (the “Company”), the ADDITIONAL GUARANTORS (as defined herein), the EXISTING GUARANTORS (which include all entities listed as an Existing Guarantor on the signature pages hereof) and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC 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 Supplemental Indenture, dated as of May 1, 2012, among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 4.750% Senior Notes due 2017 (the “4.750% Notes Due 2017”);

WHEREAS, pursuant to the Second Supplemental Indenture, dated as of September 14, 2012, among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 4.375% Senior Notes due 2022 (the “4.375% Notes”);

WHEREAS, pursuant to the Third Supplemental Indenture, dated as of February 5, 2013, among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 3.625% Senior Notes due 2018 (the “3.625% Notes,”);

WHEREAS, pursuant to the Fourth Supplemental Indenture, dated as of February 5, 2013, among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 4.750% Senior Notes due 2023 (the “4.750% Notes Due 2023,” together with the 4.750% Notes Due 2017, the 4.375% and the 3.625% Notes, the “Notes”);

WHEREAS, the Company has organized certain new Subsidiaries of the Company (the “Additional Guarantors”) and intends to cause such Additional Guarantors to guarantee future issuances of the Company’s Publically Traded Debt Securities;

WHEREAS, pursuant to Section 4.05 of the Indenture, if any Subsidiary of the Company that is not a Guarantor shall guarantee any of the Company’s Publically Traded Debt Securities, then such Subsidiary is required to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary shall unconditionally guarantee all of the Company’s obligations under the Notes on the terms set forth in the Indenture;

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 Company as sole member of each 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 each of the Additional Guarantors according to its terms have been done and performed;

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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 Notes as follows:

ARTICLE I.

ADDITIONAL GUARANTORS

1.1. In accordance with Section 4.05 of the Indenture and as provided in Article Nine of the Indenture and the Form of Notation on Security Relating to Guarantee attached thereto, the following Additional Guarantors hereby unconditionally guarantee, effective as of February 5, 2013, all of the Company’s obligations under the Notes and the Indenture, as it relates to the Notes, on the terms set forth in the Indenture, including without limitation Article Nine thereof:

Name		Jurisdiction of Organization
DRH Regrem XXVI, LLC		Delaware
DRH Regrem XXVII, LLC		Delaware
DRH Regrem XXVIII, LLC		Delaware
DRH Regrem XXIX, LLC		Delaware
DRH Regrem XXX, LLC		Delaware

1.2 The Trustee is hereby authorized to add the above-named Additional Guarantors to the list of Guarantors on the Guarantees affixed to the Notes.

ARTICLE II.

MISCELLANEOUS

2.1. 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.

2.2 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.

2.3 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.

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

2.5 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.

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2.6 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.

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

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

2.9 This Fifth Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or of any Subsidiary. Any such indenture, loan or debt agreement may not be used to interpret this Fifth Supplemental Indenture.

2.10 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.

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

[Signature pages follow]

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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.

X.X. XXXXXX, INC.
By:		/s/ Xxxx X. Xxxxx
		Xxxx X. Xxxxx
		Executive Vice President and
		Chief Financial Officer

[Signature page to the Fifth Supplemental Indenture]

EXISTING GUARANTORS:

C. XXXXXXX XXXXXX BUILDERS, INC.

CH INVESTMENTS OF TEXAS, INC.

CHI CONSTRUCTION COMPANY

CHTEX OF TEXAS, INC.

CONTINENTAL HOMES, INC.

CONTINENTAL RESIDENTIAL, INC.

X.X. XXXXXX, INC. – BIRMINGHAM

X.X. XXXXXX, INC. – CHICAGO

X.X. XXXXXX, INC. – XXXXX-XXXXX

X.X. XXXXXX, INC. – FRESNO

X.X. XXXXXX, INC. – GREENSBORO

X.X. XXXXXX, INC. – GULF COAST

X.X. XXXXXX, INC. – HUNTSVILLE

X.X. XXXXXX, INC. – JACKSONVILLE

X.X. XXXXXX, INC. – LOUISVILLE

X.X. XXXXXX, INC. – MINNESOTA

X.X. XXXXXX, INC. – NEW JERSEY

X.X. XXXXXX, INC. – PORTLAND

X.X. XXXXXX, INC. – SACRAMENTO

X.X. XXXXXX, INC. – TORREY

X.X. XXXXXX BAY, INC.

X.X. XXXXXX CRUCES CONSTRUCTION, INC.

X.X. XXXXXX LA NORTH, INC.

X.X. XXXXXX LOS ANGELES HOLDING COMPANY, INC.

X.X. XXXXXX MATERIALS, INC.

X.X. XXXXXX VEN, INC.

DRH CAMBRIDGE HOMES, INC.

DRH CONSTRUCTION, INC.

DRH REGREM XIV, INC.

DRH REGREM XV, INC.

DRH REGREM XVI, INC.

DRH REGREM XVII, INC.

DRH REGREM XVIII, INC.

DRH REGREM XIX, INC.

DRH REGREM XX, INC.

DRH REGREM XXI, INC.

DRH REGREM XXII, INC.

DRH REGREM XXIII, INC.

DRH REGREM XXIV, INC.

DRH REGREM XXV, INC.

DRH SOUTHWEST CONSTRUCTION, INC.

DRH TUCSON CONSTRUCTION, INC.

KDB HOMES, INC.

XXXXXXX I, LTD.

XXXXXXX II, LTD.

XXXXXXX VIII, LTD.

XXXXXXX IX, INC.

XXXXXXX X, INC.

MELMORT CO.

MELODY HOMES, INC.

XXXXXXX HOMES OF CALIFORNIA, INC.

XXXXXXX HOMES OF OREGON, INC.

XXXXXXX HOMES OF WASHINGTON, INC.

XXXXXXX MORTGAGE, INC.

XXXXXXX REALTY HAWAII, INC.

SHLR OF CALIFORNIA, INC.

SHLR OF COLORADO, INC.

SHLR OF NEVADA, INC.

[Signature page to the Fifth Supplemental Indenture]

SHLR OF UTAH, INC.
SHLR OF WASHINGTON, INC.
VERTICAL CONSTRUCTION CORPORATION
WESTERN PACIFIC FUNDING, INC.
WESTERN PACIFIC HOUSING, INC.
WESTERN PACIFIC HOUSING MANAGEMENT, INC.
By:		/s/ Xxxx X. Xxxxx
		Xxxx X. Xxxxx Executive Vice President and Chief Financial Officer

[Signature page to the Fifth Supplemental Indenture]

		CONTINENTAL HOMES OF TEXAS, L.P.
		By:		CHTEX of Texas, Inc., its General Partner
				By:		/s/ Xxxx X. Xxxxx
						Xxxx X. Xxxxx
						Executive Vice President and Chief Financial Officer
		X.X. XXXXXX MANAGEMENT COMPANY, LTD.
		X.X. XXXXXX – EMERALD, LTD.
		X.X. XXXXXX – TEXAS, LTD.
		DRH REGREM VII, LP
		DRH REGREM XII, LP
		By:		Xxxxxxx I, Ltd., its General Partner
				By:		/s/ Xxxx X. Xxxxx
						Xxxx X. Xxxxx
						Executive Vice President and Chief Financial Officer
		SGS COMMUNITIES AT GRANDE QUAY, LLC
		By:		Xxxxxxx IX, Inc., a Member
				By:		/s/ Xxxx X. Xxxxx
						Xxxx X. Xxxxx
						Executive Vice President and Chief Financial Officer
		and
		By:		Xxxxxxx X, Inc., a Member
				By:		/s/ Xxxx X. Xxxxx
						Xxxx X. Xxxxx
						Executive Vice President and Chief Financial Officer
		DRH CAMBRIDGE HOMES, LLC
		X.X. XXXXXX SERENITY CONSTRUCTION, LLC
		By:		X.X. Xxxxxx, Inc.—Chicago, its Member
				By:		/s/ Xxxx X. Xxxxx
						Xxxx X. Xxxxx
						Executive Vice President and Chief Financial Officer

[Signature page to the Fifth Supplemental Indenture]

HPH HOMEBUILDERS 2000 L.P.
WESTERN PACIFIC HOUSING, L.P.
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-XXXXXXXX, LLC
WESTERN PACIFIC HOUSING-COMMUNICATIONS HILL, LLC
WESTERN PACIFIC HOUSING-COPPER CANYON, LLC
WESTERN PACIFIC HOUSING-CREEKSIDE, LLC
WESTERN PACIFIC HOUSING-XXXXXX CITY, L.P.
WESTERN PACIFIC HOUSING-DEL XXXXX, LLC
WESTERN PACIFIC HOUSING-LOMAS VERDES, LLC
WESTERN PACIFIC HOUSING-LOST HILLS PARK, LLC
WESTERN PACIFIC HOUSING-XXXXXXXXX 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-POINSETTIA, L.P.
WESTERN PACIFIC HOUSING-RIVER RIDGE, LLC
WESTERN PACIFIC HOUSING-ROBINHOOD RIDGE, LLC
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-STUDIO 528, LLC
WESTERN PACIFIC HOUSING-TERRA BAY DUETS, LLC
WESTERN PACIFIC HOUSING-TORRANCE, LLC
WESTERN PACIFIC HOUSING-TORREY COMMERCIAL, LLC
WESTERN PACIFIC HOUSING-XXXXXX XXXXXXX, 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 XXXX, LLC
By:		Western Pacific Housing Management, Inc.,
		its Manager, Member or General Partner
		By:		/s/ Xxxx X. Xxxxx
				Xxxx X. Xxxxx Executive Vice President and Chief Financial Officer

[Signature page to the Fifth Supplemental Indenture]

XXXXXXX HOMES OF ARIZONA LLC
SHA CONSTRUCTION LLC
By:		SRHI LLC, its Member
		By:		SHLR of Nevada, Inc. its Member
				By:		/s/ Xxxx X. Xxxxx
						Xxxx X. Xxxxx
						Executive Vice President and Chief Financial Officer
X.X. XXXXXX-XXXXXXX HOMES, LLC
By:		Vertical Construction Corporation, its Manager
		By:		/s/ Xxxx X. Xxxxx
				Xxxx X. Xxxxx
				Executive Vice President and Chief Financial Officer
SRHI LLC
By:		SHLR of Nevada, Inc., its Member
		By:		/s/ Xxxx X. Xxxxx
				Xxxx X. Xxxxx
				Executive Vice President and Chief Financial Officer
SSHI LLC
By:		SHLR of Washington, Inc., its Member
		By:		/s/ Xxxx X. Xxxxx
				Xxxx X. Xxxxx
				Executive Vice President and Chief Financial Officer

[Signature page to the Fifth Supplemental Indenture]

ADDITIONAL GUARANTORS:
DRH REGREM XXVI, LLC
DRH REGREM XXVII, LLC
DRH REGREM XXVIII, LLC DRH REGREM XXIX, LLC DRH REGREM XXX, LLC
By:		X.X. Xxxxxx, Inc., its Member
		By:		/s/ Xxxx X. Xxxxx Xxxx X. Xxxxx Executive Vice President and Chief Financial Officer

[Signature page to the Fifth Supplemental Indenture]

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Trustee
By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
Title:		Executive Vice President and General Counsel

[Signature page to the Fifth Supplemental Indenture]