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X.X. XXXXXX, INC. AND THE GUARANTORS PARTY HERETO
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TENTH SUPPLEMENTAL INDENTURE
DATED AS OF JUNE 5, 2000
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AMERICAN STOCK TRANSFER & TRUST COMPANY,
TRUSTEE
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TENTH SUPPLEMENTAL INDENTURE dated as of June 5, 2000
("SUPPLEMENTAL INDENTURE"), 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 X.X. XXXXXX, 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 (the "SECURITIES") to be
issued in one or more series as in the Indenture provided;
WHEREAS, the Company and the Guarantors have executed and
delivered the Eighth Supplemental Indenture dated as of March 21, 2000 (the
"EIGHTH SUPPLEMENTAL INDENTURE") to the Indenture, which established and
provided for the issuance by the Company of a series of Securities designated as
its 10 1/2% Senior Notes due 2005 in the aggregate principal amount of
$150,000,000, substantially in the form attached thereto as Exhibit A (the
"NOTES"), guaranteed by the Guarantors, on the terms set forth therein;
WHEREAS, $150,000,000 aggregate principal amount of Notes was
issued on March 21, 2000;
WHEREAS, the Company and the Guarantors wish to increase the
aggregate principal amount of Notes that may be issued from $150,000,000 to
$200,000,000 so that additional Notes may be issued from time to time;
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:
-2-
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:
ARTICLE ONE
AMENDMENT
The number "$150,000,000" in Article One of the Eighth
Supplemental Indenture is hereby deleted and the following phrase is
substituted in its place:
"(i) $150,000,000 until such date and time that the Company
delivers to the Trustee an Officers' Certificate that it
intends to enter into an agreement to issue Notes in addition
to the Notes issued on March 21, 2000, and (ii) $200,000,000
thereafter (provided that this clause (ii) shall not apply if
the Company delivers to the Trustee an Officers' Certificate
that it does not intend to issue any such additional Notes),".
ARTICLE TWO
MISCELLANEOUS
Section 2.01. GOVERNING LAW.
The laws of the State of New York shall govern this Supplemental
Indenture.
Section 2.02. RATIFICATION OF EIGHTH SUPPLEMENTAL INDENTURE.
Except as amended by this Supplemental Indenture, the Eighth
Supplemental Indenture and the Indenture shall be in full force and effect
and is ratified in all respects.
Section 2.03. 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.
-3-
Section 2.04. 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.
Section 2.05. EFFECTIVENESS.
This Supplemental Indenture shall be effective immediately upon
execution by the parties hereto.
SIGNATURES
IN WITNESS WHEREOF, the parties have caused this Supplemental
Indenture to be duly executed, all as of the date first above written.
X.X. XXXXXX, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Chairman of the Board
GUARANTORS:
DRHI, Inc.
Xxxxxxx I, Ltd.
Xxxxxxx IX, Inc.
Xxxxxxx X, Inc.
X.X. Xxxxxx, Inc.-Birmingham
X.X. Xxxxxx, Inc.-Chicago
X.X. Xxxxxx, Inc.-Denver
X.X. Xxxxxx, Inc.-Greensboro
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.-San Diego
X.X. Xxxxxx, Inc.-Xxxxxx
X.X. Xxxxxx San Diego Holding Company, Inc.
X.X. Xxxxxx Los Angeles Holding Company, Inc.
DRH Construction, Inc.
DRH Cambridge Homes, Inc. (formerly X.X. Xxxxxx
Sacramento Management Company, Inc.)
C. Xxxxxxx Xxxxxx Builders, Inc.
DRH Tucson Construction, Inc.
Continental Homes, Inc.
KDB Homes, Inc.
Continental Residential, Inc.
Continental Homes of Florida, Inc.
CHI Construction Company
CHTEX of Texas, Inc.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Chairman of the Board
Xxxxxxx II, Ltd.
CH Investments of Texas, Inc.
By: /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
Title: President
SGS COMMUNITIES AT GRANDE QUAY, LLC
By: Xxxxxxx IX, Inc., a member
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Chairman of the Board
and
By: Xxxxxxx X, Inc., a member
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Chairman of the Board
X.X. XXXXXX MANAGEMENT COMPANY, LTD.
X.X. XXXXXX - TEXAS, LTD.
By: Xxxxxxx I, Ltd.,
its general partner
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Chairman of the Board
CONTINENTAL HOMES OF TEXAS, L.P.
By: CHTEX of Texas, Inc.,
its general partner
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Chairman of the Board
AMERICAN STOCK TRANSFER & TRUST
COMPANY, as Trustee
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
