SEC Info - Western Pacific Housing Torrey Multi Family LLC, et al.

Western Pacific Housing Torrey Multi Family LLC, et al. – ‘T-3’ on 5/21/08

Application for Qualification of a Trust Indenture — Form T-3Filing Table of Contents

T-3 — Application for Qualification of a Trust IndentureDocument Table of Contents

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Application for Qualification of a Trust Indenture — Form T-3
Filing Table of Contents

T-3 — Application for Qualification of a Trust Indenture
Document Table of Contents

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		Alternative Formats (Word, et al.) Affiliations Capital Securities General Indenture Securities Management and Control Signature Table of Contents Underwriters
1	1st Page - Filing Submission
"	Table of Contents
"	General
"	Affiliations
"	Management and Control
"	Underwriters
"	Capital Securities
"	Indenture Securities
"	Signature

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM T-3

APPLICATION FOR QUALIFICATION OF INDENTURE
UNDER THE TRUST INDENTURE ACT OF 1939

D.R. HORTON, INC.

and the
co-applicants listed on the following pages
(Name of Applicants)

301 Commerce Street, Suite 500
Fort Worth, Texas 76102
(Address of Principal Executive Office)

SECURITIES TO BE ISSUED UNDER THE
INDENTURE TO BE QUALIFIED


Title of Class		Amount

9.75% Senior Notes due 2010		Up to $113,500,000 aggregate principal amount

Approximate date of proposed public offering:
As soon as practicable after the date of this Application for Qualification.

Ted I. Harbour
Senior Vice President, Assistant Secretary and Chief Legal Officer
D.R. Horton, Inc.
301 Commerce Street, Suite 500
Fort Worth, Texas 76102
(817) 390-8200
(Name and Address of Agent for Service)

With a copy to:

Gibson, Dunn & Crutcher LLP
2100 McKinney Avenue, Suite 1100
Dallas, Texas 75201
(214) 698-3100
Attention: Irwin F. Sentilles III, Esq.

The obligors hereby amend this application for qualification on such date or dates as may be necessary to delay its effectiveness until: (i) the 20th day after the filing of an amendment which specifically states that it shall supersede this application, or (ii) such date as the Commission, acting pursuant to Section 307(c) of the Trust Indenture Act of 1939, may determine upon written request.

The following direct and indirect subsidiaries of D.R. Horton, Inc. are guarantors of the 9.75% Senior Notes due 2010 and are co-applicants on this Form T-3.


	Jurisdiction of	I.R.S. Employer
	Incorporation	Identification
Name of Co-Applicant	or Organization	No.
C. Richard Dobson Builders, Inc.	Virginia	54-1082672
CH Investments of Texas, Inc.	Delaware	86-0831611
CHI Construction Company	Arizona	86-0533370
CHTEX of Texas, Inc.	Delaware	74-2791268
Continental Homes, Inc.	Delaware	86-0515339
Continental Homes of Texas, L.P.	Texas	74-2791904
Continental Residential, Inc.	California	86-0596757
D.R. Horton — Emerald, Ltd.	Texas	75-2926873
D.R. Horton, Inc. — Birmingham	Alabama	62-1666398
D.R. Horton, Inc. — Chicago	Delaware	75-2795240
D.R. Horton, Inc. — Denver	Delaware	75-2666727
D.R. Horton, Inc. — Dietz-Crane	Delaware	75-2926868
D.R. Horton, Inc. — Fresno	Delaware	75-2926871
D.R. Horton, Inc. — Greensboro	Delaware	75-2599897
D.R. Horton, Inc. — Gulf Coast	Delaware	75-2926872
D.R. Horton, Inc. — Jacksonville	Delaware	75-2460269
D.R. Horton, Inc. — Louisville	Delaware	75-2636512
D.R. Horton, Inc. — Minnesota	Delaware	75-2527442
D.R. Horton, Inc. — New Jersey	Delaware	75-2665362
D.R. Horton, Inc. — Portland	Delaware	75-2763765
D.R. Horton, Inc. — Sacramento	California	75-2569592
D.R. Horton, Inc. — Torrey	Delaware	75-2689997
D.R. Horton LA North, Inc.	Delaware	65-1218941
D.R. Horton Los Angeles Holding Company, Inc.	California	75-2589298
D.R. Horton Management Company, Ltd.	Texas	75-2436079
D.R. Horton Materials, Inc.	Delaware	75-2926870
D.R. Horton OCI, Inc.	Delaware	65-1218940
D.R. Horton — Schuler Homes, LLC	Delaware	02-0548194
D.R. Horton — Texas, Ltd.	Texas	75-2491320
D.R. Horton VEN, Inc.	California	75-2589293
DRH Cambridge Homes, Inc.	California	75-2589359
DRH Cambridge Homes, LLC	Delaware	75-2797879
DRH Construction, Inc.	Delaware	75-2633738
DRH Regrem VII, LP	Texas	75-2926874
DRH Regrem VIII, LLC	Delaware	75-2926876
DRH Regrem XI, Inc.	Delaware	65-1218942
DRH Regrem XII, LP	Texas	65-1218943
DRH Regrem XIII, Inc.	Delaware	20-4973832
DRH Regrem XIV, Inc.	Delaware	20-4974035
DRH Regrem XV, Inc.	Delaware	20-4974123
DRH Regrem XVI, Inc.	Delaware	20-4974218
DRH Regrem XVII, Inc.	Delaware	20-4974283
DRH Regrem XVIII, Inc.	Delaware	20-4974344
DRH Regrem XIX, Inc.	Delaware	20-4974420
DRH Regrem XX, Inc.	Delaware	20-4974895
DRH Regrem XXI, Inc.	Delaware	20-4975007
DRH Regrem XXII, Inc.	Delaware	20-4975092
DRH Regrem XXIII, Inc.	Delaware	20-4975165
DRH Regrem XXIV, Inc.	Delaware	20-4975234

2


	Jurisdiction of	I.R.S. Employer
	Incorporation	Identification
Name of Co-Applicant	or Organization	No.
DRH Regrem XXV, Inc.	Delaware	75-2440439
DRH Southwest Construction, Inc.	California	75-2589289
DRH Tucson Construction, Inc.	Delaware	75-2709796
DRHI, Inc.	Delaware	75-2433464
HPH Homebuilders 2000 L.P.	California	68-0368156
KDB Homes, Inc.	Delaware	86-0565376
Meadows I, Ltd.	Delaware	75-2436082
Meadows II, Ltd.	Delaware	51-0342206
Meadows VIII, Ltd.	Delaware	75-2824511
Meadows IX, Inc.	New Jersey	75-2684821
Meadows X, Inc.	New Jersey	75-2684823
Melmort Co.	Colorado	84-1261600
Melody Homes, Inc.	Delaware	88-0309544
Schuler Homes of Arizona LLC	Delaware	99-0350555
Schuler Homes of California, Inc.	California	99-0328127
Schuler Homes of Oregon, Inc.	Oregon	99-0330791
Schuler Homes of Washington, Inc.	Washington	99-0329483
Schuler Mortgage, Inc.	Delaware	99-0349664
Schuler Realty Hawaii, Inc.	Hawaii	99-0290556
SGS Communities at Grande Quay, L.L.C.	New Jersey	22-3481784
SHA Construction LLC	Delaware	86-1002579
SHLR of California, Inc.	California	99-0350554
SHLR of Colorado, Inc.	Colorado	99-0336801
SHLR of Nevada, Inc.	Nevada	99-0343628
SHLR of Utah, Inc.	Utah	99-0336937
SHLR of Washington, Inc.	Washington	99-0334375
SRHI LLC	Delaware	99-0343629
SSHI LLC	Delaware	91-1842222
Vertical Construction Corporation	Delaware	22-3216488
Western Pacific Funding, Inc.	California	68-0346564
Western Pacific Housing Co., a California Limited Partnership	California	33-0634552
Western Pacific Housing, Inc.	Delaware	95-4887164
Western Pacific Housing Management, Inc.	California	95-4692688
Western Pacific Housing-Antigua, LLC	Delaware	95-4750872
Western Pacific Housing-Aviara, L.P.	California	95-4550008
Western Pacific Housing-Boardwalk, LLC	Delaware	95-4871227
Western Pacific Housing-Broadway, LLC	Delaware	95-4850687
Western Pacific Housing-Canyon Park, LLC	Delaware	95-4716219
Western Pacific Housing-Carmel, LLC	Delaware	95-4717091
Western Pacific Housing-Carrillo, LLC	Delaware	95-4815705
Western Pacific Housing-Communications Hill, LLC	Delaware	95-4637162
Western Pacific Housing-Copper Canyon, LLC	Delaware	95-4817406
Western Pacific Housing-Creekside, LLC	Delaware	95-4769848
Western Pacific Housing-Culver City, L.P.	California	95-4539563
Western Pacific Housing-Del Valle, LLC	Delaware	95-4887242
Western Pacific Housing-Lomas Verdes, LLC	Delaware	95-4783214
Western Pacific Housing-Lost Hills Park, LLC	Delaware	95-4652041
Western Pacific Housing-McGonigle Canyon, LLC	Delaware	95-4735759
Western Pacific Housing-Mountaingate, L.P.	California	95-4539564
Western Pacific Housing-Norco Estates, LLC	Delaware	95-4686652
Western Pacific Housing-Oso, L.P.	California	95-4496774
Western Pacific Housing-Pacific Park II, LLC	Delaware	95-4636584

3


	Jurisdiction of	I.R.S. Employer
	Incorporation	Identification
Name of Co-Applicant	or Organization	No.
Western Pacific Housing-Park Avenue East, LLC	Delaware	52-2350169
Western Pacific Housing-Park Avenue West, LLC	Delaware	95-4888647
Western Pacific Housing-Playa Vista, LLC	Delaware	95-4879655
Western Pacific Housing-Poinsettia, L.P.	California	95-4619838
Western Pacific Housing-River Ridge, LLC	Delaware	95-4870837
Western Pacific Housing-Robinhood Ridge, LLC	Delaware	95-4838666
Western Pacific Housing-Santa Fe, LLC	Delaware	95-4741001
Western Pacific Housing-Scripps, L.P.	California	95-4608187
Western Pacific Housing-Scripps II, LLC	Delaware	95-4688133
Western Pacific Housing-Seacove, L.P.	California	95-4473471
Western Pacific Housing-Studio 528, LLC	Delaware	95-4877069
Western Pacific Housing-Terra Bay Duets, LLC	Delaware	95-4878114
Western Pacific Housing-Torrance, LLC	Delaware	95-4879653
Western Pacific Housing-Torrey Commercial, LLC	Delaware	95-4769208
Western Pacific Housing-Torrey Meadows, LLC	Delaware	95-4878113
Western Pacific Housing-Torrey Multi-Family, LLC	Delaware	95-4781243
Western Pacific Housing-Torrey Village Center, LLC	Delaware	95-4837541
Western Pacific Housing-Vineyard Terrace, LLC	Delaware	95-4761820
Western Pacific Housing-Windemere, LLC	Delaware	95-4879656
Western Pacific Housing-Windflower, L.P.	California	95-4504317
WPH-Camino Ruiz, LLC	Delaware	95-4802985

4

TABLE OF CONTENTS


GENERAL
AFFILIATIONS
MANAGEMENT AND CONTROL
UNDERWRITERS
CAPITAL SECURITIES
INDENTURE SECURITIES
SIGNATURE
Form of Twenty-Ninth Supplemental Indenture
Offering Memorandum and Consent Solicitation Statement
Form of Letter of Transmittal and Consent
Form of Letter to Brokers
Statement of Eligibility and Qualification


	Form of Organization	State of Organization
Name of Applicant	(a)	(b)

D.R. Horton, Inc.	Corporation	Delaware
C. Richard Dobson Builders, Inc.	Corporation	Virginia
CH Investments of Texas, Inc.	Corporation	Delaware
CHI Construction Company	Corporation	Arizona
CHTEX of Texas, Inc.	Corporation	Delaware
Continental Homes of Texas, L.P.	Limited Partnership	Texas
Continental Homes, Inc.	Corporation	Delaware
Continental Residential, Inc.	Corporation	California
D.R. Horton — Emerald, Ltd.	Limited Partnership	Texas
D.R. Horton — Schuler Homes, LLC	Limited Liability Company	Delaware
D.R. Horton — Texas, Ltd.	Limited Partnership	Texas
D.R. Horton LA North, Inc.	Corporation	Delaware
D.R. Horton Los Angeles Holding Company, Inc.	Corporation	California
D.R. Horton Management Company, Ltd.	Limited Partnership	Texas
D.R. Horton Materials, Inc.	Corporation	Delaware
D.R. Horton OCI, Inc.	Corporation	Delaware
D.R. Horton VEN, Inc.	Corporation	California
D.R. Horton, Inc. — Birmingham	Corporation	Alabama
D.R. Horton, Inc. — Chicago	Corporation	Delaware
D.R. Horton, Inc. — Denver	Corporation	Delaware
D.R. Horton, Inc. — Dietz-Crane	Corporation	Delaware
D.R. Horton, Inc. — Fresno	Corporation	Delaware
D.R. Horton, Inc. — Greensboro	Corporation	Delaware
D.R. Horton, Inc. — Gulf Coast	Corporation	Delaware
D.R. Horton, Inc. — Jacksonville	Corporation	Delaware
D.R. Horton, Inc. — Louisville	Corporation	Delaware
D.R. Horton, Inc. — Minnesota	Corporation	Delaware
D.R. Horton, Inc. — New Jersey	Corporation	Delaware
D.R. Horton, Inc. — Portland	Corporation	Delaware
D.R. Horton, Inc. — Sacramento	Corporation	California
D.R. Horton, Inc. — Torrey	Corporation	Delaware
D.R. Horton, Inc. Foundation	Corporation	Texas
DRH Cambridge Homes, Inc.	Corporation	California
DRH Cambridge Homes, LLC	Limited Liability Company	Delaware
DRH Construction, Inc.	Corporation	Delaware
DRH Regrem VII, LP	Limited Partnership	Texas
DRH Regrem VIII, LLC	Limited Liability Company	Delaware
DRH Regrem XI, Inc.	Corporation	Delaware
DRH Regrem XII, LP	Limited Partnership	Texas
DRH Regrem XIII, Inc.	Corporation	Delaware
DRH Regrem XIV, Inc.	Corporation	Delaware
DRH Regrem XIX, Inc.	Corporation	Delaware
DRH Regrem XV, Inc.	Corporation	Delaware
DRH Regrem XVI, Inc.	Corporation	Delaware
DRH Regrem XVII, Inc.	Corporation	Delaware
DRH Regrem XVIII, Inc.	Corporation	Delaware
DRH Regrem XX, Inc.	Corporation	Delaware

5


	Form of Organization	State of Organization
Name of Applicant	(a)	(b)

DRH Regrem XXI, Inc.	Corporation	Delaware
DRH Regrem XXII, Inc.	Corporation	Delaware
DRH Regrem XXIII, Inc.	Corporation	Delaware
DRH Regrem XXIV, Inc.	Corporation	Delaware
DRH Regrem XXV, Inc.	Corporation	Delaware
DRH Southwest Construction, Inc.	Corporation	California
DRH Tucson Construction, Inc.	Corporation	Delaware
DRHI, Inc.	Corporation	Delaware
HPH Homebuilders 2000 L.P.	Limited Partnership	California
KDB Homes, Inc.	Corporation	Delaware
Meadows I, Ltd.	Corporation	Delaware
Meadows II, Ltd.	Corporation	Delaware
Meadows IX, Inc.	Corporation	New Jersey
Meadows VIII, Ltd.	Corporation	Delaware
Meadows X, Inc.	Corporation	New Jersey
Melmort Co.	Corporation	Colorado
Melody Homes, Inc.	Corporation	Delaware
Schuler Homes of Arizona LLC	Limited Liability Company	Delaware
Schuler Homes of California, Inc.	Corporation	California
Schuler Homes of Oregon, Inc.	Corporation	Oregon
Schuler Homes of Washington, Inc.	Corporation	Washington
Schuler Mortgage, Inc.	Corporation	Delaware
Schuler Realty Hawaii, Inc.	Corporation	Hawaii
SGS Communities at Grande Quay L.L.C	Limited Liability Company	New Jersey
SHA Construction LLC	Limited Liability Company	Delaware
SHLR of California, Inc.	Corporation	California
SHLR of Colorado, Inc.	Corporation	Colorado
SHLR of Nevada, Inc.	Corporation	Nevada
SHLR of Utah, Inc.	Corporation	Utah
SHLR of Washington, Inc.	Corporation	Washington
SRHI LLC	Limited Liability Company	Delaware
SSHI LLC	Limited Liability Company	Delaware
Vertical Construction Corporation	Corporation	Delaware
Western Pacific Funding, Inc.	Corporation	California
Western Pacific Housing Co., a California Limited Partnership	Limited Partnership	California
Western Pacific Housing Management, Inc.	Corporation	California
Western Pacific Housing, Inc.	Corporation	Delaware
Western Pacific Housing-Antigua, LLC	Limited Liability Company	Delaware
Western Pacific Housing-Aviara, L.P.	Limited Partnership	California
Western Pacific Housing-Boardwalk, LLC	Limited Liability Company	Delaware
Western Pacific Housing-Broadway, LLC	Limited Liability Company	Delaware
Western Pacific Housing-Canyon Park, LLC	Limited Liability Company	Delaware
Western Pacific Housing-Carmel, LLC	Limited Liability Company	Delaware
Western Pacific Housing-Carrillo, LLC	Limited Liability Company	Delaware
Western Pacific Housing-Communications Hill, LLC	Limited Liability Company	Delaware
Western Pacific Housing-Copper Canyon, LLC	Limited Liability Company	Delaware
Western Pacific Housing-Creekside, LLC	Limited Liability Company	Delaware
Western Pacific Housing-Culver City, L.P.	Limited Partnership	California
Western Pacific Housing-Del Valle, LLC	Limited Liability Company	Delaware
Western Pacific Housing-Lomas Verdes, LLC	Limited Liability Company	Delaware
Western Pacific Housing-Lost Hills Park, LLC	Limited Liability Company	Delaware

6


	Form of Organization	State of Organization
Name of Applicant	(a)	(b)

Western Pacific Housing-McGonigle Canyon, LLC	Limited Liability Company	Delaware
Western Pacific Housing-Mountaingate, L.P.	Limited Partnership	California
Western Pacific Housing-Norco Estates, LLC	Limited Liability Company	Delaware
Western Pacific Housing-Oso, L.P.	Limited Partnership	California
Western Pacific Housing-Pacific Park II, LLC	Limited Liability Company	Delaware
Western Pacific Housing-Park Avenue East, LLC	Limited Liability Company	Delaware
Western Pacific Housing-Park Avenue West, LLC	Limited Liability Company	Delaware
Western Pacific Housing-Playa Vista, LLC	Limited Liability Company	Delaware
Western Pacific Housing-Poinsettia, L.P.	Limited Partnership	California
Western Pacific Housing-River Ridge, LLC	Limited Liability Company	Delaware
Western Pacific Housing-Robinhood Ridge, LLC	Limited Liability Company	Delaware
Western Pacific Housing-Santa Fe, LLC	Limited Liability Company	Delaware
Western Pacific Housing-Scripps II, LLC	Limited Liability Company	Delaware
Western Pacific Housing-Scripps, L.P.	Limited Partnership	California
Western Pacific Housing-Seacove, L.P.	Limited Partnership	California
Western Pacific Housing-Studio 528, LLC	Limited Liability Company	Delaware
Western Pacific Housing-Terra Bay Duets, LLC	Limited Liability Company	Delaware
Western Pacific Housing-Torrance, LLC	Limited Liability Company	Delaware
Western Pacific Housing-Torrey Commercial, LLC	Limited Liability Company	Delaware
Western Pacific Housing-Torrey Meadows, LLC	Limited Liability Company	Delaware
Western Pacific Housing-Torrey Multi-Family, LLC	Limited Liability Company	Delaware
Western Pacific Housing-Torrey Village Center, LLC	Limited Liability Company	Delaware
Western Pacific Housing-Vineyard Terrace, LLC	Limited Liability Company	Delaware
Western Pacific Housing-Windemere, LLC	Limited Liability Company	Delaware
Western Pacific Housing-Windflower, L.P.	Limited Partnership	California
WPH-Camino Ruiz, LLC	Limited Liability Company	Delaware

Except for D.R. Horton, Inc. (the “Company”), each of the foregoing entities shall be referred to herein collectively as the “Guarantors.” The Company and the Guarantors shall be referred to collectively as the “Applicants.”

2. Securities Act Exemption Applicable

On or promptly after the effective date of this Application for Qualification on Form T-3 (the “Application”), the Company intends to exchange an aggregate principal amount of up to $113.5 million of new 9.75% Senior Notes due 2010 (the “New Notes”) for any and all of the Company’s outstanding 9.75% Senior Subordinated Notes due 2010 with an aggregate principal amount of $113.5 million (the “Existing Notes”).

In connection with such offer to exchange (the “Offer”), the Company is also soliciting (the “Consent Solicitation”) consents to proposed amendments to the indenture, dated as of September 11, 2000, as supplemented (the “Existing Notes Indenture”), governing the Existing Notes and to the related execution of a supplemental indenture (the “Supplemental Indenture”) embodying the proposed amendments. The proposed amendments would eliminate many of the restrictive covenants contained in the Existing Notes Indenture. Approval of the proposed amendments requires consents in respect of at least a majority in aggregate principal amount of the Existing Notes outstanding and not owned by the Company, any guarantor of the Existing Notes or any affiliate of the Company. If the requisite number of consents to the proposed amendments are received (and not validly revoked) prior to the consent expiration date and the other conditions to the Offer and the Consent Solicitation are satisfied or waived, the Company will make a consent payment in cash to each person or entity in whose name any Existing Note is registered who has validly delivered (and not validly revoked) a consent prior to the consent expiration date. The complete terms of the Offer and the Consent Solicitation are contained in the Offering Memorandum and Consent

7

Solicitation Statement, dated May 21, 2008, as amended or supplemented from time to time (the “Offering Memorandum”), and related documents incorporated by reference herein as Exhibit T3E.

This Offer is being made in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended. The New Notes are proposed to be offered for exchange by the Company with its existing security holders exclusively for outstanding securities of the Company. No sales of securities of the same class as the New Notes have been or are to be made by the Company by or through an underwriter at or about the same time as the Offer for which the exemption is claimed. No consideration for soliciting the exchange of securities has been, or is to be given, directly or indirectly, to any person. Customary payments will be made in respect of preparation, printing, and mailing of the Offering Memorandum and related documents and the engagement of MacKenzie Partners, Inc. as exchange agent and information agent and RBS Greenwich Capital, Barclays Capital Inc. and Wachovia Capital Markets, LLC as financial advisors to the Company. No holder of the outstanding securities has made or will be requested to make any cash payment to the Company in connection with the Offer.

AFFILIATIONS

3. Affiliates

(a) For purposes of this application only, Donald R. Horton, Donald J. Tomnitz, Bill W. Wheat, Stacey H. Dwyer and Samuel R. Fuller and the directors of the Applicants may be deemed affiliates of the Applicants.

(b) The Company and each of its subsidiaries are affiliates of each other. Set forth below are the direct and indirect subsidiaries of the Company. Except as otherwise noted, the capital stock or other equity interests of these subsidiaries is wholly-owned, directly or indirectly, by the Company.


		State of Incorporation
Name of Subsidiary		or Organization

Austin Data, Inc.		Texas
BP456, Inc.		Delaware
C. Richard Dobson Builders, Inc.		Virginia
CH Funding, LLC		Delaware
CH Investments of Texas, Inc.		Delaware
CHI Construction Company		Arizona
CHM Partners, L.P.^(a)		Texas
CHTEX of Texas, Inc.		Delaware
Cane Island, LLC		Delaware
Continental Homes, Inc.		Delaware
Continental Homes of Texas, L.P.		Texas
Continental Residential, Inc.		California
Continental Traditions, LLC		Arizona
Custom Title, LLC^(b)		Maryland
Cypress Road, L.P.^(a)		California
Desert Ridge Phase I Partners^(a)		Arizona
DHI Insurance, Inc.		Vermont
DHI Mortgage Company		Colorado
DHI Mortgage Company GP, Inc.		Delaware
DHI Mortgage Company LP, Inc.		Delaware
DHI Mortgage Company, Ltd.		Texas
DHI Ranch, Ltd.		Texas
DHI Title GP, Inc.		Texas
DHI Title LP, Inc.		Delaware
DHI Title of Arizona, Inc.		Arizona
DHI Title of Florida, Inc.		Florida

8


		State of Incorporation
Name of Subsidiary		or Organization

DHI Title of Minnesota, Inc.		Delaware
DHI Title of Nevada, Inc.		Delaware
DHI Title of Texas, Ltd.		Texas
D.R. Horton Commercial, Inc.		Delaware
D.R. Horton — Emerald, Ltd.		Texas
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. — Fresno		Delaware
D.R. Horton, Inc. — Greensboro		Delaware
D.R. Horton, Inc. — Gulf Coast		Delaware
D.R. Horton, Inc. — Jacksonville		Delaware
D.R. Horton, Inc. — Louisville		Delaware
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, Inc. — Torrey		Delaware
D.R. Horton, Inc. Foundation		Texas
D.R. Horton Insurance Agency, Inc.		Texas
D.R. Horton LA North, Inc.		Delaware
D.R. Horton Life Insurance Agency, Inc.		Texas
D.R. Horton Los Angeles Holding Company, Inc.		California
D.R. Horton Management Company, Ltd.		Texas
D.R. Horton Materials, Inc.		Delaware
D.R. Horton OCI, Inc.		Delaware
D.R. Horton — Schuler Homes, LLC		Delaware
D.R. Horton Seabridge Marina, Inc.		Delaware
D.R. Horton — Texas, Ltd.		Texas
D.R. Horton VEN, Inc.		California
DRH Cambridge Homes, Inc.		California
DRH Cambridge Homes, LLC		Delaware
DRH Capital Trust I		Delaware
DRH Capital Trust II		Delaware
DRH Capital Trust III		Delaware
DRH Colorado Realty, Inc.		Delaware
DRH Construction, Inc.		Delaware
DRH Energy, Inc.		Colorado
DRH FS Mortgage Reinsurance, Ltd.		Turks & Caicos
DRH Properties, Inc.		Arizona
DRH Realty Company, Inc.		California
DRH Regrem VII, LP		Texas
DRH Regrem VIII, LLC		Delaware
DRH Regrem XI, Inc.		Delaware
DRH Regrem XII, LP		Texas
DRH Regrem XIII, Inc.		Delaware
DRH Regrem XIV, Inc.		Delaware
DRH Regrem XV, Inc.		Delaware
DRH Regrem XVI, Inc.		Delaware
DRH Regrem XVII, Inc.		Delaware
DRH Regrem XVIII, Inc.		Delaware

9


		State of Incorporation
Name of Subsidiary		or Organization

DRH Regrem XIX, Inc.		Delaware
DRH Regrem XX, Inc.		Delaware
DRH Regrem XXI, Inc.		Delaware
DRH Regrem XXII, Inc.		Delaware
DRH Regrem XXIII, Inc.		Delaware
DRH Regrem XXIV, Inc.		Delaware
DRH Regrem XXV, Inc.		Delaware
DRH Southwest Construction, Inc.		California
DRH Tucson Construction, Inc.		Delaware
DRHI, Inc.		Delaware
Emerald Creek No. 4, L.P.^(c)		Texas
Encore II, Inc.		Arizona
Encore Venture Partners, L.P.		Delaware
Encore Venture Partners II (California), L.P.		Delaware
Encore Venture Partners II (Texas), L.P.		Delaware
Georgetown Data, Inc.^(d)		Texas
Germann & McQueen, L.L.C.^(e)		Arizona
GP-Encore, Inc.		Arizona
Golden Fox LLC^(a)		Colorado
Grande Realty Incorporated		New Jersey
Grande Title Agency, LLC^(f)		New Jersey
Greywes, LLC^(g)		California
HPH Homebuilders 1995 L.P.		California
HPH Homebuilders 1996 L.P.		California
HPH Homebuilders 2000 L.P.		California
Haskell Canyon Partners, L.P.^(h)		California
Haskell Canyon Partners II, L.P.^(h)		California
Iao Partners		Hawaii
Kaomalo LLC^(a)		Hawaii
KDB Homes, Inc.		Delaware
Livermore Homebuilders L.P.		California
McQueen & Willis, LLC⁽ⁱ⁾		Arizona
Meadows I, Ltd.		Delaware
Meadows II, Ltd.		Delaware
Meadows VIII, Ltd.		Delaware
Meadows IX, Inc.		New Jersey
Meadows X, Inc.		New Jersey
Melmort Co.		Colorado
Melody Homes, Inc.		Delaware
Metro Star Canyon, LLC^(a)		Colorado
Metro Title, LLC^(j)		Virginia
Oakley-Avalon L.P.		California
Rielly Carlsbad LLC^(a)		Delaware
Rielly Homes Madison, LLC^(a)		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 Hawaii, Inc.		Hawaii
SGS Communities at Battleground, LLC^(a)		New Jersey
SGS Communities at Grande Quay L.L.C		New Jersey

10


		State of Incorporation
Name of Subsidiary		or Organization

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
Surprise Village North, LLC		Arizona
The Club at Pradera, Inc.		Delaware
Travis County Title Company		Texas
Venture Management of South Carolina, LLC		South Carolina
Vertical Construction Corporation		Delaware
Western Pacific Brea Development, LLC		Delaware
Western Pacific Funding, Inc.		California
Western Pacific Housing, Inc.		Delaware
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 Co., a California Limited Partnership		California
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^(a)		Delaware
Western Pacific Housing Management, Inc.		California
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
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, L.P.		California
Western Pacific Housing-Scripps II, LLC		Delaware
Western Pacific Housing-SDG, LLC		California
Western Pacific Housing-Seacove, L.P.		California
Western Pacific Housing-Studio 528, LLC		Delaware
Western Pacific Housing-Terra Bay Duets, LLC		Delaware

11


		State of Incorporation
Name of Subsidiary		or Organization

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.^(a)		California
Western Pacific Housing-Windemere, LLC		Delaware
Western Pacific Housing-Windflower, L.P.		California
WPH-Camino Ruiz, LLC		Delaware
WPH-Copper Canyon, LLC^(k)		Delaware
WPH-Copper Canyon II, LLC^(a)		Delaware
WPHD/Camarillo, LLC		California
WPHD/Ventura, LLC^(k)		California
WPH-Oxnard Coastal, LLC^(a)		Delaware
2 C Development Company LLC^(l)		California
3030 Management, Inc.		Delaware
91st Avenue & Happy Valley, L.L.C.^(a)		Arizona


(a)		Owned 50%, directly or indirectly, by the Company.

(b)		Owned 75%, directly or indirectly, by the Company.

(c)		Owned 49.5%, directly or indirectly, by the Company.

(d)		Owned 0.056%, directly or indirectly, by the Company.

(e)		Owned 12%, directly or indirectly, by the Company.

(f)		Owned 49%, directly or indirectly, by the Company

(g)		Owned 51%, directly or indirectly, by the Company.

(h)		Owned 25%, directly or indirectly, by the Company.

(i)		Owned 12.32%, directly or indirectly, by the Company.

(j)		Owned 64%, directly or indirectly, by the Company.

(k)		Owned 65%, directly or indirectly, by the Company.

(l)		Owned 40%, directly or indirectly, by the Company.

MANAGEMENT AND CONTROL

4. Directors and Executive Officers

The following table lists the name of, and offices held by, each director and executive officer of the Applicants as of the date hereof. The mailing address of each director and executive officer is: c/o D.R. Horton, Inc., 301 Commerce Street, Suite 500, Fort Worth, Texas 76102; (817) 390-8200.

(1) D.R. Horton, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President, Chief Executive Officer and Director
Bill W. Wheat		Executive Vice President, Chief Financial Officer and Director
Stacey H. Dwyer		Executive Vice President and Treasurer
Samuel R. Fuller		Senior Executive Vice President
Ted I. Harbour		Senior Vice President, Assistant Secretary and Chief Legal Officer

12


Name		Position

Stephan P. Perison		Senior Vice President and Assistant Secretary
James K. Schuler		Senior Vice President and Region President
David Auld		Vice President and Region President
Christopher J. Chambers		Vice President and Region President
Brian F. Gardner		Vice President and Region President
Gordon D. Jones		Vice President and Region President
Rick L. Horton		Vice President and Region President
George W. Seagraves		Vice President and Region President
Richard P. Ambrosini		Vice President and Division President
Derek Ammerman		Vice President and Division President
Douglas R. Brown		Vice President and Division President
R. Douglas Brown		Vice President and Division President
Bradford C. Brundage		Vice President and Division President
Kurt Roger Burger		Vice President and Division President
Frank T. Davis		Vice President and Division President
Mark Ferguson		Vice President and Division President
Stephen H. Fitzpatrick		Vice President and Division President
James Frasure		Vice President and Division President
Philip A. Fremento		Vice President and Division President
David Greenberg		Vice President and Division President
Thomas F. Hill Jr.		Vice President and Division President
Todd Horton		Vice President and Division President
Robert G. Hutton		Vice President and Division President
C. Shane Johnson		Vice President and Division President
James D. Kyle		Vice President and Division President
Frank Lackman		Vice President and Division President
Robert A. Lawson		Vice President and Division President
Glen D. Longarini		Vice President and Division President
John A. Mariconda		Vice President and Division President
Boyd A. Martin		Vice President and Division President
David McCarthy		Vice President and Division President
Paul J. Romanowski		Vice President and Division President
George W. Seagraves		Vice President and Division President
Ryan Selby		Vice President and Division President
Scott J. Stone		Vice President and Division President
Christopher K. Barnette		Vice President and Assistant Secretary
Scott Boden		Vice President and Region Chief Financial Officer
Robert E. Coltin		Vice President and Assistant Secretary
William A. Allen		Vice President and Division Controller
David Boten		Vice President and Assistant Secretary
Les Brannon		Vice President and Assistant Secretary
Scott W. Davis		Vice President of Construction
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Todd G. Frederking		Vice President of Sales
Mitch Giles		Vice President and Division Controller
Steven H. Goodman		Vice President and Assistant Secretary
Paula Hunter-Perkins		Vice President and Human Resource Director
Robert M. Karnes		Vice President and Assistant Secretary
Scott P. Keeffe		Vice President of Sales and Marketing
Steve Lovett		Vice President and Region Chief Financial Officer

13


Name		Position

Richard N. Maier		Vice President and Assistant Secretary
Burwell B. McClendon III		Vice President and Assistant Secretary
Thomas B. Montano		Vice President and Assistant Secretary
David T. Morice		Vice President and Assistant Secretary
Michael J. Murray		Vice President — Controller
Anthony W. Oxley		Vice President
Michael D. Parker		Vice President of Operations
Stephen M. Paul		Vice President
James M. Peebles		Vice President and Assistant Secretary
Donna L. Pope		Vice President of Sales and Marketing
Elizabeth J. Pruitt-Maynor		Vice President of Finance
Matthew J. Pupach		Vice President of Sales and Marketing
Holly N. Rasmussen		Vice President of Sales and Marketing and Assistant Secretary
Eric T. Reavis		Vice President of Sales and Marketing
Rafael J. Roca		Vice President and Area Manager
Michael A. Schroetke		Vice President and Region Chief Financial Officer
Jack E. Simpson		Vice President and Financial Reporting Controller
Jeff Tebeaux		Vice President
Randall H. Trncak		Vice President of Land Acquisition and Development
Jonathan D. Wayne		Vice President of Land
R. Thomas Williams		Vice President of Land Acquisition and Development
Chris D. Wilson		Vice President and Region Chief Financial Officer
Chris D. Wilson		Vice President and Division Controller
David F. Winsor		Vice President of Purchasing
John E. Zakoske		Vice President
Bradley S. Anderson		Director
Michael R. Buchanan		Director
Richard I. Galland		Director
Michael W. Hewatt		Director
Bob G. Scott		Director

(2) C. Richard Dobson Builders, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
David Auld		Vice President and Region President
Brian F. Gardner		Vice President and Region President
George W. Seagraves		Vice President and Region President
Kurt Roger Burger		Vice President and Division President
R. Douglas Brown		Vice President and Division President
Philip A. Fremento		Vice President and Division President
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Anthony W. Oxley		Vice President
Michael A. Schroetke		Vice President and Region Chief Financial Officer
Chris D. Wilson		Vice President and Region Chief Financial Officer
John E. Zakoske		Vice President

14

(3) CH Investments of Texas, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(4) CHI Construction Company


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Gordon D. Jones		Vice President and Region President
Frank T. Davis		Vice President and Division President
Rick McDowell		Vice President and Assistant Division President
Robert E. Coltin		Vice President and Assistant Secretary
Gregory T. Drascic		Vice President of Construction
Anthony Dries		Vice President
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Christopher Frandsen		Vice President
Steven F. Seeger		Vice President of Sales and Marketing

(5) CHTEX of Texas, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Rick L. Horton		Vice President and Region President
Derek Ammerman		Vice President and Division President
W. Todd Horton		Vice President and Division President
Rob G. Hutton		Vice President and Division President
Les Brannon		Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Steve Lovett		Vice President and Region Chief Financial Officer
Richard N. Maier		Vice President and Assistant Secretary
Burwell B. McClendon III		Vice President and Assistant Secretary
Randall C. Present		Vice President
Eric T. Reavis		Vice President of Sales and Marketing

15

(6) Continental Homes, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Gordon D. Jones		Vice President and Region President
Frank T. Davis		Vice President and Division President
Rick McDowell		Vice President and Assistant Division President
Robert E. Coltin		Vice President and Assistant Secretary
Gregory T. Drascic		Vice President of Construction
Anthony Dries		Vice President
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Christopher Frandsen		Vice President

(7) Continental Homes of Texas, L.P.


Name		Position

None.

(8) Continental Residential, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Christopher J. Chambers		Vice President and Region President
Keith Alex		Vice President
Richie R. Blogg		Vice President of Land Acquisition
M. Scott Clark		Vice President of Construction
R. Dale Eggleston		Vice President
Stephen H. Fitzpatrick		Vice President
Joan L. Fleming		Vice President
Diane Galigher		Vice President of Sales and Marketing
Charles P. Kalman		Vice President of Construction
Jimmy Luker		Vice President of Operations
William Mayer		Vice President and Assistant Secretary
Jeremy Newman		Vice President and Division Controller
Terri E. Robbins Caserman		Vice President of Human Resources
Steve Rowland		Vice President of Planning and Development
Jonathan R. Smith		Vice President of Purchasing
David Stearn		Vice President of Land Acquisition
Brenda L. Zalke		Vice President of California Region

16

(9) D.R. Horton — Emerald, Ltd.


Name		Position

None.

(10) D.R. Horton, Inc. — Birmingham


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
David Auld		Vice President and Region President
Scott J. Stone		Vice President and Division President
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Anthony W. Oxley		Vice President
Chris D. Wilson		Vice President and Region Chief Financial Officer

(11) D.R. Horton, Inc. — Chicago


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted. I Harbour		Executive Vice President and Assistant Secretary
Dale R. Eggleston		Vice President
Joan L. Fleming		Vice President

(12) D.R. Horton, Inc. — Denver


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Gordon D. Jones		Vice President and Region President
George W. Seagraves		Vice President and Division President
David Boten		Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Elizabeth J. Pruitt-Maynor		Vice President of Finance
Holly N. Rasmussen		Vice President of Sales and Marketing and Assistant Secretary

17

(13) D.R. Horton, Inc. — Dietz-Crane


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Gordon D. Jones		Vice President and Region President
Karl Spangler		Vice President and Division President
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Alan S. Hall		Vice President of Land Acquisition
Don T. Kieffer		Vice President of Land Development
Eric W. Montgomery		Vice President of Construction
Joe B. Spangler		Vice President

(14) D.R. Horton, Inc. — Fresno


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Christopher J. Chambers		Vice President and Region President
Robert A. Buckheister Jr.		Vice President Construction
R. Dale Eggleston		Vice President
Jane Y. Faulks		Vice President and Division Controller
Joan L. Fleming		Vice President
Jason E. Frank		Vice President and Region Chief Financial Officer
Timothy C. Howard		Vice President Construction
Linda Inan		Vice President of Sales

(15) D.R. Horton, Inc. — Greensboro


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Brian F. Gardner		Vice President and Region President
George W. Seagraves		Vice President and Region President
Kurt Roger Burger		Vice President and Division President
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Michael A. Schroetke		Vice President and Region Chief Financial Officer

18

(16) D.R. Horton, Inc. — Gulf Coast


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Rick L. Horton		Vice President and Region President
Derek Ammerman		Vice President and Division President
Les Brannon		Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(17) D.R. Horton, Inc. — Jacksonville


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
David Auld		Vice President and Region President
Philip A. Fremento		Vice President and Division President
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Keith V. Williams		Vice President
Chris D. Wilson		Vice President and Region Chief Financial Officer
John E. Zakoske		Vice President

(18) D.R. Horton, Inc. — Louisville


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(19) D.R. Horton, Inc. — Minnesota


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary

19


Name		Position

George W. Seagraves		Vice President, Region President and Division President
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Stephen M. Paul		Vice President

(20) D.R. Horton, Inc. — New Jersey


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Brian F. Gardner		Vice President and Region President
George W. Seagraves		Vice President and Region President
Alfred L. Garfall Jr.		Vice President and Division President
Jay A. Goldberg		Vice President of Sales and Marketing and Assistant Secretary
Mitchell Newman		Vice President of Land Acquisition and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Michael A. Schroetke		Vice President and Region Chief Financial Officer

(21) D.R. Horton, Inc. — Portland


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
James K. Schuler		Senior Vice President and Region President
Ryan Selby		Vice President and Division President
Christopher K. Barnette		Vice President and Assistant Secretary
Scott Boden		Vice President and Region Chief Financial Officer
John R. Briscoe		Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(22) D.R. Horton, Inc. — Sacramento


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary

20


Name		Position

Christopher J. Chambers		Vice President and Region President
William E. Mayer III		Vice President and Assistant Secretary
Russell D. Ameter		Vice President and Assistant Secretary of Land Acquisition
Robert V. Brennan		Vice President and Assistant Secretary of Sales and Marketing
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Jason E. Frank		Vice President and Region Chief Financial Officer
Frederick G. Holz		Vice President and Assistant Secretary
Mike T. Meyer		Vice President and Assistant Secretary

(23) D.R. Horton, Inc. — Torrey


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
David Auld		Vice President and Region President
Brian F. Gardner		Vice President and Region President
George W. Seagraves		Vice President and Region President
R. Douglas Brown		Vice President and Division President
Bradford C. Brundage		Vice President and Division President
Kurt Roger Burger		Vice President and Division President
Scott J. Stone		Vice President and Division President
Anthony W. Oxley		Vice President
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Michael A. Schroetke		Vice President and Region Chief Financial Officer
Chris D. Wilson		Vice President and Region Chief Financial Officer

(24) D.R. Horton LA North, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Christopher J. Chambers		Vice President and Region President
Glen D. Longarini		Vice President and Division President
Jason E. Frank		Vice President and Region Chief Financial Officer
William E. Mayer III		Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Mark Higgins		Vice President
Deborah S. Porter		Vice President and Division Controller

21

(25) D.R. Horton Los Angeles Holding Company, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Christopher J. Chambers		Vice President and Region President
Stephen H. Fitzpatrick		Vice President, Division President and Assistant Secretary
Glen D. Longarini		Vice President and Division President
Keith Alex		Vice President
Richie R. Blogg		Vice President of Land Acquisition
Daniel W. Boyd		Vice President
Robert A. Buckheister Jr.		Vice President Construction
M. Scott Clark		Vice President of Construction
R. Dale Eggleston		Vice President
Jane Y. Faulks		Vice President and Division Controller
Joan L. Fleming		Vice President
Jason E. Frank		Vice President and Region Chief Financial Officer
Diane Galigher		Vice President of Sales and Marketing
Mark Kolan Higgins		Vice President
Timothy C. Howard		Vice President Construction
Jimmy Luker		Vice President of Operations
William Mayer		Vice President and Assistant Secretary
Deborah S. Porter		Vice President and Division Controller
Terri E. Robbins Caserman		Vice President of Human Resources
Steve Rowland		Vice President of Planning and Development
Rodney S. Singh		Vice President of Land Acquisition and Development
Jonathan R. Smith		Vice President of Purchasing
Brenda L. Zalke		Vice President of California Region

(26) D.R. Horton Management Company, Ltd.


Name		Position

None.

(27) D.R. Horton Materials, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Rick L. Horton		Vice President and Region President
Derek Ammerman		Vice President and Division President
W. Todd Horton		Vice President and Division President
Rob G. Hutton		Vice President and Division President
C. Shane Johnson		Vice President and Division President

22


Name		Position

James D. Kyle		Vice President and Division President

(28) D.R. Horton OCI, Inc.


Name		Position

Donald R. Horton		Chairman of the Board
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Christopher J. Chambers		Vice President and Region President
Stephen J. Fitzpatrick		Vice President and Division President
M. Scott Clark		Vice President of Construction
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Jason E. Frank		Vice President and Region Chief Financial Officer
Charles P. Kalman		Vice President of Construction
Jimmy Luker		Vice President of Operations
William E. Mayer III		Vice President and Assistant Secretary
Brenda L. Zalke		Vice President of California Region
Diane Galigher		Vice President of Sales and Marketing

(29) D.R. Horton — Schuler Homes, LLC


Name		Position

None.

(30) D.R. Horton — Texas, Ltd.


Name		Position

None.

(31) D.R. Horton VEN, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Christopher J. Chambers		Vice President and Region President
Glen D. Longarini		Vice President and Division President
James R. Bird		Vice President of Customer Service
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Jason E. Frank		Vice President and Region Chief Financial Officer
William Mayer		Vice President and Assistant Secretary
Deborah S. Porter		Vice President and Division Controller

23

(32) DRH Cambridge Homes, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman and Chief Executive Officer
Douglas R. Brown		President and Division President
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Jerry Conrad		Senior Vice President
Ted I. Harbour		Senior Vice President and Assistant Secretary
George W. Seagraves		Vice President and Region President
Paul F. Ivers		Vice President and Division President
Steven H. Goodman		Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Bob Hinz		Vice President
David L. Smith		Vice President of Sales and Marketing

(33) DRH Cambridge Homes, LLC


Name		Position

None.

(34) DRH Construction, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Gordon D. Jones		Vice President and Region President
John A. Mariconda		Vice President and Division President
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(35) DRH Regrem VII, LP


Name		Position

None.

(36) DRH Regrem VIII, LLC


Name		Position

None.

24

(37) DRH Regrem XI, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(38) DRH Regrem XII, LP


Name		Position

None.

(39) DRH Regrem XIII, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(40) DRH Regrem XIV, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(41) DRH Regrem XV, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

25

(42) DRH Regrem XVI, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(43) DRH Regrem XVII, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(44) DRH Regrem XVIII, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(45) DRH Regrem XIX, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(46) DRH Regrem XX, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer

26


Name		Position

Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(47) DRH Regrem XXI, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(48) DRH Regrem XXII, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(49) DRH Regrem XXIII, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(50) DRH Regrem XXIV, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer

27


Name		Position

Ted I. Harbour		Senior Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(51) DRH Regrem XXV, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(52) DRH Southwest Construction, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Gordon D. Jones		Vice President and Region President
Mark J. Ferguson		Vice President and Division President
Karl Spangler		Vice President and Division President
Robert E. Coltin		Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Don T. Kieffer		Vice President of Land Development
Eric W. Montgomery		Vice President of Construction

(53) DRH Tucson Construction, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Gordon D. Jones		Vice President and Region President
David S. Greenberg		Vice President and Division President
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Matthew J. Pupach		Vice President of Sales and Marketing
R. Thomas Williams		Vice President
David F. Winsor		Vice President of Purchasing

28

(54) DRHI, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Stephan P. Perison		Senior Vice President and Assistant Secretary
James K. Schuler		Senior Vice President and Region President
David Auld		Vice President and Region President
Brian F. Gardner		Vice President and Region President
Rick L. Horton		Vice President and Region President
Gordon D. Jones		Vice President and Region President
George W. Seagraves		Vice President and Region President
Steve Lovett		Vice President and Region Chief Financial Officer
Richard P. Ambrosini		Vice President and Division President
Derek Ammerman		Vice President and Division President
Douglas R. Brown		Vice President and Division President
R. Douglas Brown		Vice President and Division President
Bradford C. Brundage		Vice President and Division President
Kurt Roger Burger		Vice President and Division President
Mark Ferguson		Vice President and Division President
Stephen H. Fitzpatrick		Vice President and Division President
James Frasure		Vice President and Division President
Philip A. Fremento		Vice President and Division President
David Greenberg		Vice President and Division President
Thomas F. Hill, Jr.		Vice President and Division President
Todd Horton		Vice President and Division President
Robert G. Hutton		Vice President and Division President
C. Shane Johnson		Vice President and Division President
James D. Kyle		Vice President and Division President
Frank Lackman		Vice President and Division President
Robert A. Lawson		Vice President and Division President
Glen D. Longarini		Vice President and Division President
John A. Mariconda		Vice President and Division President
David McCarthy		Vice President and Division President
Boyd A. Martin		Vice President and Division President
Paul J. Romanowski		Vice President and Division President
George W. Seagraves		Vice President and Division President
Ryan Selby		Vice President and Division President
Scott Stone		Vice President and Division President
Christopher K. Barnette		Vice President and Assistant Secretary
Scott Boden		Vice President and Region Chief Financial Officer
Les Brannon		Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Steven H. Goodman		Vice President and Assistant Secretary
Paula Hunter-Perkins		Vice President and Human Resources Director
Robert M. Karnes		Vie President and Assistant Secretary
Burwell B. McClendon III		Vice President and Assistant Secretary
Thomas B. Montano		Vice President and Assistant Secretary

29


Name		Position

David T. Morice		Vice President and Assistant Secretary
Michael J. Murray		Vice President — Controller
Anthony W. Oxley		Vice President
Stephen M. Paul		Vice President
James M. Peebles		Vice President and Assistant Secretary
Elizabeth J. Pruitt-Maynor		Vice President of Finance
Michael A. Schroetke		Vice President and Region Chief Financial Officer
Keith V. Williams		Vice President
R. Thomas Williams		Vice President of Land Acquisition and Development
Chris D. Wilson		Vice President, Region Chief Financial Officer and Controller
John E. Zakoske		Vice President

(55) HPH Homebuilders 2000 L.P.


Name		Position

None.

(56) KDB Homes, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Gordon D. Jones		Vice President and Region President
George W. Seagraves		Vice President and Division President
David Boten		Vice President
Scott W. Davis		Vice President of Construction
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Elizabeth J. Pruitt-Maynor		Vice President of Finance
Holly N. Rasmussen		Vice President of Sales and Marketing and Assistant Secretary
Jonathan D. Wayne		Vice President of Land

(57) Meadows I, Ltd.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Gordon D. Jones		Vice President and Region President
Rick L. Horton		Vice President and Region President
Steve Lovett		Vice President and Region Chief Financial Officer
Derek Ammerman		Vice President and Division President
W. Todd Horton		Vice President and Division President
Robert G. Hutton		Vice President and Division President

30


Name		Position

C. Shane Johnson		Vice President and Division President
James D. Kyle		Vice President and Division President
J. Mark Ferguson		Vice President and Division President
James M. Peebles		Vice President and Assistant Secretary
Les Brannon		Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Todd G. Frederking		Vice President of Sales
Burwell B. McClendon III		Vice President and Assistant Secretary
Eric T. Reaves		Vice President of Sales and Marketing
Kathryn M. Rhoades		Vice President of Sales and Marketing
Randall H. Trncak		Vice President of Land Acquisition and Development

(58) Meadows II, Ltd.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(59) Meadows VIII, Ltd.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(60) Meadows IX, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Brian F. Gardner		Vice President and Region President
Alfred L. Garfall Jr.		Vice President and Division President
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

31

(61) Meadows X, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Brian F. Gardner		Vice President and Region President
Alfred L. Garfall Jr.		Vice President and Division President
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(62) Melmort Co.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Mark C. Winter		Vice President

(63) Melody Homes, Inc.


Name		Position

Donald R. Horton		Chairman of the Board
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Gordon D. Jones		Vice President and Region President
George W. Seagraves		Vice President and Division President
David Boten		Vice President and Assistant Secretary
Scott W. Davis		Vice President of Construction
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Elizabeth J. Pruitt-Maynor		Vice President of Finance
Holly N. Rasmussen		Vice President of Sales and Marketing and Assistant Secretary
Jonathan D. Wayne		Vice President of Land

(64) Schuler Homes of Arizona LLC


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer

32


Name		Position

Ted I. Harbour		Senior Vice President and Assistant Secretary
Gordon D. Jones		Vice President and Region President
Frank T. Davis		Vice President and Division President
Rick McDowell		Vice President and Assistant Division President
Robert E. Coltin		Vice President and Assistant Secretary
Gregory T. Drascic		Vice President of Construction
Anthony Dries		Vice President
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Christopher Frandsen		Vice President
Steven F. Seeger		Vice President of Sales and Marketing

(65) Schuler Homes of California, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Christopher J. Chambers		Vice President and Region President
Richard P. Ambrosini		Vice President and Division President
Stephen H. Fitzpatrick		Vice President and Division President
William E. Mayer		Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Jason E. Frank		Vice President and Region Chief Financial Officer
Lisa M. Frazier		Vice President
Jimmy Luker		Vice President of Operations
William Shannon		Vice President

(66) Schuler Homes of Oregon, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
James K. Schuler		Senior Vice President and Region President
Ryan M. Selby		Vice President and Division President
J. Matthew Farris		Vice President and Division President
Christopher K. Barnette		Vice President and Assistant Secretary
Scott Boden		Vice President and Region Chief Financial Officer
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

33

(67) Schuler Homes of Washington, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
James K. Schuler		Senior Vice President and Region President
Ted I. Harbour		Senior Vice President and Assistant Secretary
J. Matthew Farris		Vice President and Division President
Ryan Selby		Vice President and Division President
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(68) Schuler Mortgage, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
James K. Schuler		Senior Vice President
R. Dale Eggleston		Vice President
J. Matthew Farris		Vice President
Joan L. Fleming		Vice President

(69) Schuler Realty Hawaii, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
James K. Schuler		Senior Vice President and Region President
Michael T. Jones		Vice President and Division President
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(70) SGS Communities at Grande Quay, L.L.C.


Name		Position

None.

(71) SHA Construction LLC


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President

34


Name		Position

Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Gordon D. Jones		Vice President and Region President
Frank T. Davis		Vice President and Division President
Rick McDowell		Vice President and Assistant Division President
Robert E. Coltin		Vice President and Assistant Secretary
Gregory T. Drascic		Vice President of Construction and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Christopher Frandsen		Vice President

(72) SHLR of California, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(73) SHLR of Colorado, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
James K. Schuler		Senior Vice President and Region President
Michael T. Jones		Vice President and Division President
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(74) SHLR of Nevada, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Gordon D. Jones		Vice President and Region President
Frank T. Davis		Vice President and Division President
Christopher K. Barnette		Vice President and Assistant Secretary
Robert E. Coltin		Vice President and Assistant Secretary

35


Name		Position

R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Steven F. Seeger		Vice President of Sales and Marketing

(75) SHLR of Utah, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
James K. Schuler		Senior Vice President and Region President
Michael T. Jones		Vice President and Division President
Christopher K. Barnette		Vice President and Assistant Secretary
Scott Boden		Vice President and Region Chief Financial Officer
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(76) SHLR of Washington, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
James K. Schuler		Senior Vice President and Region President
J. Matthew Farris		Vice President and Division President
Christopher K. Barnette		Vice President and Assistant Secretary
Scott Boden		Vice President and Region Chief Financial Officer
Kevin A. Capuzzi		Vice President of Land Acquisition
Ewelina J. Eberhart		Vice President and Division Controller
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Dan E. Lungren		Vice President
Tia Heim		Vice President and Assistant Secretary
Bill Salvesen		Vice President of Sales

(77) SRHI LLC


Name		Position

Donald R. Horton		Chairman of the Board
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Gordon D. Jones		Vice President and Region President

36


Name		Position

Frank T. Davis		Vice President and Division President
Christopher K. Barnette		Vice President and Assistant Secretary
Robert E. Coltin		Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(78) SSHI LLC


Name		Position

Donald R. Horton		Chairman of the Board
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
James K. Schuler		Senior Vice President and Region President
J. Matthew Farris		Vice President and Division President
Christopher K. Barnette		Vice President and Assistant Secretary
Scott Boden		Vice President and Region Chief Financial Officer
Kevin A. Capuzzi		Vice President of Land Acquisition
Ewelina J. Eberhart		Vice President and Division Controller
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Tia Heim		Vice President and Assistant Secretary
Dan E. Lungren		Vice President
Bill Salvesen		Vice President of Sales

(79) Vertical Construction Corporation


Name		Position

Donald R. Horton		Chairman of the Board
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
James K. Schuler		Senior Vice President and Region President
Michael T. Jones		Vice President and Division President
Christopher K. Barnette		Vice President and Assistant Secretary
Scott Boden		Vice President and Region Chief Financial Officer
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Mary K. Flood		Vice President of Sales and Marketing
Alan D. Labbe		Vice President of Construction
Galen Lee		Vice President of Finance

(80) Western Pacific Funding, Inc.


Name		Position

Donald R. Horton		Director
Donald J. Tomnitz		Vice Chairman and Chief Executive Officer

37


Name		Position

James K. Schuler		President
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President, Secretary and Treasurer
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Lisa Frazier		Vice President

(81) Western Pacific Housing Co., a California Limited Partnership


Name		Position

None.

(82) Western Pacific Housing, Inc.


Name		Position

Donald R. Horton		Chairman of the Board
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Christopher J. Chambers		Vice President and Region President
Richard P. Ambrosini		Vice President and Division President
Stephen H. Fitzpatrick		Vice President and Division President
Glen D. Longarini		Vice President and Division President
Keith Alex		Vice President
Russell D. Ameter		Vice President and Assistant Secretary of Land Acquisition
Nicholas Arenson		Vice President of Land Acquisition and Forward Planning and Assistant Secretary
Richie R. Blogg		Vice President of Land Acquisition
Robert V. Brennan		Vice President and Assistant Secretary of Sales and Marketing
Lloyd Brown		Vice President and Customer Service
Robert A. Buckheister Jr.		Vice President Construction
M. Scott Clark		Vice President of Construction
Timothy F. Collity		Vice President and Director of Operations
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Jason E. Frank		Vice President and Region Chief Financial Officer
Lisa Frazier		Vice President, Financial Controller and Assistant Treasurer
Diane Galigher		Vice President of Sales and Marketing
Mark K. Higgins		Vice President
Frederick G. Holz		Vice President and Assistant Secretary
Charles P. Kalman		Vice President of Construction
Jimmy Luker		Vice President of Operations
William E. Mayer III		Vice President and Assistant Secretary
Mike T. Meyer		Vice President and Assistant Secretary
Deanna Montoya		Vice President
Jeremy Newman		Vice President and Division Controller
Deborah S. Porter		Vice President and Division Controller

38


Name		Position

Terri E. Robbins Caserman		Vice President of Human Resources
Steve Rowland		Vice President of Planning and Development
Rodney S. Singh		Vice President of Land Acquisition and Development
Jonathan R. Smith		Vice President of Purchasing
David Stearn		Vice President of Land Acquisition
Anthony J. Wyman		Vice President
Brenda L. Zalke		Vice President of California Region

(83) Western Pacific Housing Management, Inc.


Name		Position

Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Christopher J. Chambers		Vice President and Region President
Richard P. Ambrosini		Vice President and Division President
Stephen H. Fitzpatrick		Vice President and Division President
Glen D. Longarini		Vice President and Division President
Keith Alex		Vice President
Nicholas Arenson		Vice President of Land Acquisition and Forward Planning and Assistant Secretary
Richie R. Blogg		Vice President of Land Acquisition
Robert V. Brennan		Vice President and Assistant Secretary of Sales and Marketing
Robert A. Buckheister Jr.		Vice President Construction
M. Scott Clark		Vice President of Construction
Timothy F. Collity		Vice President and Director of Operations
R. Dale Eggleston		Vice President
Jane Y. Faulks		Vice President and Division Controller
Joan L. Fleming		Vice President
Jason E. Frank		Vice President and Region Chief Financial Officer
Lisa Frazier		Vice President, Financial Controller and Assistant Treasurer
Diane Galigher		Vice President of Sales and Marketing
Mark K. Higgins		Vice President
Frederick G. Holz		Vice President and Assistant Secretary
Charles P. Kalman		Vice President of Construction
Jimmy Luker		Vice President of Operations
William E. Mayer III		Vice President and Assistant Secretary
Mike T. Meyer		Vice President and Assistant Secretary
Deanna Montoya		Vice President
Jeremy Newman		Vice President and Division Controller
Deborah S. Porter		Vice President and Division Controller
Terri E. Robbins Caserman		Vice President of Human Resources
Rodney S. Singh		Vice President of Land Acquisition and Development
Jack Simpson		Vice President
Jonathan R. Smith		Vice President of Purchasing
David Stearn		Vice President of Land Acquisition
Brenda Zalke		Vice President of California Region

39

(84) Western Pacific Housing-Antigua, LLC


Name		Position

None.

(85) Western Pacific Housing-Aviara, L.P.


Name		Position

None.

(86) Western Pacific Housing-Boardwalk, LLC


Name		Position

None.

(87) Western Pacific Housing-Broadway, LLC


Name		Position

None.

(88) Western Pacific Housing-Canyon Park, LLC


Name		Position

None.

(89) Western Pacific Housing-Carmel, LLC


Name		Position

None.

(90) Western Pacific Housing-Carrillo, LLC


Name		Position

None.

(91) Western Pacific Housing-Communications Hill, LLC


Name		Position

None.

(92) Western Pacific Housing-Copper Canyon, LLC


Name		Position

None.

(93) Western Pacific Housing-Creekside, LLC


Name		Position

None.

40

(94) Western Pacific Housing-Culver City, L.P.


Name		Position

None.

(95) Western Pacific Housing-Del Valle, LLC


Name		Position

None.

(96) Western Pacific Housing-Lomas Verdes, LLC


Name		Position

None.

(97) Western Pacific Housing-Lost Hills Park, LLC


Name		Position

None.

(98) Western Pacific Housing-McGonigle Canyon, LLC


Name		Position

None.

(99) Western Pacific Housing-Mountaingate, L.P.


Name		Position

None.

(100) Western Pacific Housing-Norco Estates, LLC


Name		Position

None.

(101) Western Pacific Housing-Oso, L.P.


Name		Position

None.

(102) Western Pacific Housing-Pacific Park II, LLC


Name		Position

None.

(103) Western Pacific Housing-Park Avenue East, LLC


Name		Position

None.

41

(104) Western Pacific Housing-Park Avenue West, LLC


Name		Position

None.

(105) Western Pacific Housing-Playa Vista, LLC


Name		Position

None.

(106) Western Pacific Housing-Poinsettia, L.P.


Name		Position

None.

(107) Western Pacific Housing-River Ridge, LLC


Name		Position

None.

(108) Western Pacific Housing-Robinhood Ridge, LLC


Name		Position

None.

(109) Western Pacific Housing-Santa Fe, LLC


Name		Position

None.

(110) Western Pacific Housing-Scripps, L.P.


Name		Position

None.

(111) Western Pacific Housing-Scripps II, LLC


Name		Position

None.

(112) Western Pacific Housing-Seacove, L.P.


Name		Position

None.

(113) Western Pacific Housing-Studio 528, LLC


Name		Position

None.

42

(114) Western Pacific Housing-Terra Bay Duets, LLC


Name		Position

None.

(115) Western Pacific Housing-Torrance, LLC


Name		Position

None.

(116) Western Pacific Housing-Torrey Commercial, LLC


Name		Position

None.

(117) Western Pacific Housing-Torrey Meadows, LLC


Name		Position

None.

(118) Western Pacific Housing-Torrey Multi-Family, LLC


Name		Position

None.

(119) Western Pacific Housing-Torrey Village Center, LLC


Name		Position

None.

(120) Western Pacific Housing-Vineyard Terrace, LLC


Name		Position

None.

(121) Western Pacific Housing-Windemere, LLC


Name		Position

None.

(122) Western Pacific Housing-Windflower, L.P.


Name		Position

None.

(123) WPH-Camino Ruiz, LLC


Name		Position

None.

43

5. Principal Owners of Voting Securities

The following tables set forth information regarding each person owning 10% or more of an Applicant’s voting securities as of May 5, 2008:

(1) D.R. Horton, Inc.


*		Based solely upon information contained in the most recently filed Schedule 13G/A of FMR Corp., filed with the SEC on February 14, 2008, reflecting beneficial ownership as of December 31, 2007. According to this Schedule 13G/A, FMR Corp. had sole voting power for 1,064,529 of these shares, no shared voting power, sole dispositive power for all 46,950,295 of these shares and no shared dispositive power. Additionally, according to the filing, Edward C. Johnson III, the chairman of FMR Corp., may be deemed to control the shares held by FMR Corp.

(2) C. Richard Dobson Builders, Inc.

(3) CH Investments of Texas, Inc.

(4) CHI Construction Company


			% of Voting
	Title of Class		Securities
Name and Complete Mailing Address	Owned	Amount Owned	Owned

Continental Homes, Inc. 301 Commerce Street Fort Worth, Texas 76102	Common Stock	1,000	100%

44

(5) CHTEX of Texas, Inc.


			% of Voting
	Title of Class		Securities
Name and Complete Mailing Address	Owned	Amount Owned	Owned

D.R. Horton, Inc. 301 Commerce Street Fort Worth, Texas 76102	Common Stock	1,000	100%

(6) Continental Homes, Inc.


			% of Voting
	Title of Class		Securities
Name and Complete Mailing Address	Owned	Amount Owned	Owned

D.R. Horton, Inc. 301 Commerce Street Fort Worth, Texas 76102	Common Stock	100	100%

(7) Continental Homes of Texas, L.P.

(8) Continental Residential, Inc.


			% of Voting
	Title of Class		Securities
Name and Complete Mailing Address	Owned	Amount Owned	Owned

D.R. Horton, Inc. 301 Commerce Street Fort Worth, Texas 76102	Common Stock	100	100%

(9) D.R. Horton — Emerald, Ltd.

45

(10) D.R. Horton, Inc. — Birmingham


			% of Voting
	Title of Class		Securities
Name and Complete Mailing Address	Owned	Amount Owned	Owned

D.R. Horton, Inc. 301 Commerce Street Fort Worth, Texas 76102	Common Stock	1,000	100%

(11) D.R. Horton, Inc. — Chicago


			% of Voting
	Title of Class		Securities
Name and Complete Mailing Address	Owned	Amount Owned	Owned

D.R. Horton, Inc. 301 Commerce Street Fort Worth, Texas 76102	Common Stock	1,000	100%

(12) D.R. Horton, Inc. — Denver

(13) D.R. Horton, Inc. — Dietz-Crane

(14) D.R. Horton, Inc. — Fresno


			% of Voting
	Title of Class		Securities
Name and Complete Mailing Address	Owned	Amount Owned	Owned

D.R. Horton, Inc. 301 Commerce Street Fort Worth, Texas 76102	Common Stock	1,000	100%

46

(15) D.R. Horton, Inc. — Greensboro


			% of Voting
	Title of Class		Securities
Name and Complete Mailing Address	Owned	Amount Owned	Owned

D.R. Horton, Inc. 301 Commerce Street Fort Worth, Texas 76102	Common Stock	1,000	100%

(16) D.R. Horton, Inc. — Gulf Coast

(17) D.R. Horton, Inc. — Jacksonville

(18) D.R. Horton, Inc. — Louisville


			% of Voting
	Title of Class		Securities
Name and Complete Mailing Address	Owned	Amount Owned	Owned

D.R. Horton, Inc. 301 Commerce Street Fort Worth, Texas 76102	Common Stock	1,000	100%

(19) D.R. Horton, Inc. — Minnesota

47

(20) D.R. Horton, Inc. — New Jersey

(21) D.R. Horton, Inc. — Portland

(22) D.R. Horton, Inc. — Sacramento

(23) D.R. Horton, Inc. — Torrey


			% of Voting
	Title of Class		Securities
Name and Complete Mailing Address	Owned	Amount Owned	Owned

D.R. Horton, Inc. 301 Commerce Street Fort Worth, Texas 76102	Common Stock	1,000	100%

(24) D.R. Horton LA North, Inc.


			% of Voting
	Title of Class		Securities
Name and Complete Mailing Address	Owned	Amount Owned	Owned

D.R. Horton, Inc. 301 Commerce Street Fort Worth, Texas 76102	Common Stock	1,000	100%

48

(25) D.R. Horton Los Angeles Holding Company, Inc.

(26) D.R. Horton Management Company, Ltd.

(27) D.R. Horton Materials, Inc.

(28) D.R. Horton OCI, Inc.

(29) D.R. Horton — Schuler Homes, LLC

49

(30) D.R. Horton — Texas, Ltd.


			% of Voting
	Title of Class		Securities
Name and Complete Mailing Address	Owned	Amount Owned	Owned

Meadows I, Ltd. 301 Commerce Street Fort Worth, Texas 76102	General Partner	N/A	N/A

(31) D.R. Horton VEN, Inc.

(32) DRH Cambridge Homes, Inc.

(33) DRH Cambridge Homes, LLC


			% of Voting
	Title of Class		Securities
Name and Complete Mailing Address	Owned	Amount Owned	Owned

DRH Cambridge Homes, Inc. 301 Commerce Street Fort Worth, Texas 76102	Sole Member	N/A	N/A

(34) DRH Construction, Inc.

50

(35) DRH Regrem VII, LP

(36) DRH Regrem VIII, LLC

(37) DRH Regrem XI, Inc.

(38) DRH Regrem XII, LP

(39) DRH Regrem XIII, Inc.

51

(40) DRH Regrem XIV, Inc.

(41) DRH Regrem XV, Inc.

(42) DRH Regrem XVI, Inc.

(43) DRH Regrem XVII, Inc.

(44) DRH Regrem XVIII, Inc.

52

(45) DRH Regrem XIX, Inc.

(46) DRH Regrem XX, Inc.

(47) DRH Regrem XXI, Inc.

(48) DRH Regrem XXII, Inc.

(49) DRH Regrem XXIII, Inc.

53

(50) DRH Regrem XXIV, Inc.

(51) DRH Regrem XXV, Inc.

(52) DRH Southwest Construction, Inc.


			% of Voting
	Title of Class		Securities
Name and Complete Mailing Address	Owned	Amount Owned	Owned

D.R. Horton, Inc. 301 Commerce Street Fort Worth, Texas 76102	Common Stock	1,000	100%

(53) DRH Tucson Construction, Inc.

(54) DRHI, Inc.

54

(55) HPH Homebuilders 2000 L.P.

(56) KDB Homes, Inc.

(57) Meadows I, Ltd.

(58) Meadows II, Ltd.

(59) Meadows VIII, Ltd.

55

(60) Meadows IX, Inc.

(61) Meadows X, Inc.

(62) Melmort Co.

(63) Melody Homes, Inc.

(64) Schuler Homes of Arizona LLC

56

(65) Schuler Homes of California, Inc.

(66) Schuler Homes of Oregon, Inc.

(67) Schuler Homes of Washington, Inc.


			% of Voting
	Title of Class		Securities
Name and Complete Mailing Address	Owned	Amount Owned	Owned

D.R. Horton, Inc. 301 Commerce Street Fort Worth, Texas 76102	Common Stock	100	100%

(68) Schuler Mortgage, Inc.

(69) Schuler Realty Hawaii, Inc.

57

(70) SGS Communities at Grande Quay, L.L.C.


			% of Voting
	Title of Class		Securities
Name and Complete Mailing Address	Owned	Amount Owned	Owned

Meadows IX, Inc. 301 Commerce Street Fort Worth, Texas 76102	Member	N/A	N/A

Meadows X, Inc. 301 Commerce Street Fort Worth, Texas 76102	Member	N/A	N/A

(71) SHA Construction LLC

(72) SHLR of California, Inc.

(73) SHLR of Colorado, Inc.


			% of Voting
	Title of Class		Securities
Name and Complete Mailing Address	Owned	Amount Owned	Owned

D.R. Horton, Inc. 301 Commerce Street Fort Worth, Texas 76102	Common Stock	100	100%

(74) SHLR of Nevada, Inc.

58

(75) SHLR of Utah, Inc.


			% of Voting
	Title of Class		Securities
Name and Complete Mailing Address	Owned	Amount Owned	Owned

D.R. Horton, Inc. 301 Commerce Street Fort Worth, Texas 76102	Common Stock	100	100%

(76) SHLR of Washington, Inc.

(77) SRHI LLC


			% of Voting
	Title of Class		Securities
Name and Complete Mailing Address	Owned	Amount Owned	Owned

SHLR of Nevada, Inc. 301 Commerce Street Fort Worth, Texas 76102	Sole Member	N/A	N/A

(78) SSHI LLC


			% of Voting
	Title of Class		Securities
Name and Complete Mailing Address	Owned	Amount Owned	Owned

SHLR of Washington, Inc. 301 Commerce Street Fort Worth, Texas 76102	Sole Member	N/A	N/A

(79) Vertical Construction Corporation

59

(80) Western Pacific Funding, Inc.

(81) Western Pacific Housing Co., a California Limited Partnership

(82) Western Pacific Housing, Inc.

(83) Western Pacific Housing Management, Inc.

(84) Western Pacific Housing-Antigua, LLC

60

(85) Western Pacific Housing-Aviara, L.P.


			% of Voting
	Title of Class		Securities
Name and Complete Mailing Address	Owned	Amount Owned	Owned

Western Pacific Housing	Manager General Partner	N/A	N/A
Management, Inc.
301 Commerce Street
Fort Worth, Texas 76102

(86) Western Pacific Housing-Boardwalk, LLC


			% of Voting
	Title of Class		Securities
Name and Complete Mailing Address	Owned	Amount Owned	Owned

Western Pacific Housing, Inc.	Sole Member	N/A	N/A
301 Commerce Street
Fort Worth, Texas 76102

(87) Western Pacific Housing-Broadway, LLC


			% of Voting
	Title of Class		Securities
Name and Complete Mailing Address	Owned	Amount Owned	Owned

Western Pacific Housing	Manager Member	N/A	N/A
Management, Inc.
301 Commerce Street
Fort Worth, Texas 76102

(88) Western Pacific Housing-Canyon Park, LLC


			% of Voting
	Title of Class		Securities
Name and Complete Mailing Address	Owned	Amount Owned	Owned

Western Pacific Housing	Manager Member	N/A	N/A
Management, Inc.
301 Commerce Street
Fort Worth, Texas 76102

(89) Western Pacific Housing-Carmel, LLC


			% of Voting
	Title of Class		Securities
Name and Complete Mailing Address	Owned	Amount Owned	Owned

Western Pacific Housing	Manager Member	N/A	N/A
Management, Inc.
301 Commerce Street
Fort Worth, Texas 76102

61

(90) Western Pacific Housing-Carrillo, LLC


			% of Voting
	Title of Class		Securities
Name and Complete Mailing Address	Owned	Amount Owned	Owned

Western Pacific Housing	Manager Member	N/A	N/A
Management, Inc.
301 Commerce Street
Fort Worth, Texas 76102

(91) Western Pacific Housing-Communications Hill, LLC


			% of Voting
	Title of Class		Securities
Name and Complete Mailing Address	Owned	Amount Owned	Owned

Western Pacific Housing	Manager Member	N/A	N/A
Management, Inc.
301 Commerce Street
Fort Worth, Texas 76102

(92) Western Pacific Housing-Copper Canyon, LLC


			% of Voting
	Title of Class		Securities
Name and Complete Mailing Address	Owned	Amount Owned	Owned

Western Pacific Housing	Manager Member	N/A	N/A
Management, Inc.
301 Commerce Street
Fort Worth, Texas 76102

(93) Western Pacific Housing-Creekside, LLC


			% of Voting
	Title of Class		Securities
Name and Complete Mailing Address	Owned	Amount Owned	Owned

Western Pacific Housing	Manager Member	N/A	N/A
Management, Inc.
301 Commerce Street
Fort Worth, Texas 76102

(94) Western Pacific Housing-Culver City, L.P.


			% of Voting
	Title of Class		Securities
Name and Complete Mailing Address	Owned	Amount Owned	Owned

Western Pacific Housing	Managing/General Partner	N/A	N/A
Management, Inc.
301 Commerce Street
Fort Worth, Texas 76102

62

(95) Western Pacific Housing-Del Valle, LLC


			% of Voting
	Title of Class		Securities
Name and Complete Mailing Address	Owned	Amount Owned	Owned

Western Pacific Housing, Inc.	Sole Member	N/A	N/A
301 Commerce Street
Fort Worth, Texas 76102

(96) Western Pacific Housing-Lomas Verdes, LLC


			% of Voting
	Title of Class		Securities
Name and Complete Mailing Address	Owned	Amount Owned	Owned

Western Pacific Housing	Managing Member	N/A	N/A
Management, Inc.
301 Commerce Street
Fort Worth, Texas 76102

(97) Western Pacific Housing-Lost Hills Park, LLC


			% of Voting
	Title of Class		Securities
Name and Complete Mailing Address	Owned	Amount Owned	Owned

Western Pacific Housing	Managing Member	N/A	N/A
Management, Inc.
301 Commerce Street
Fort Worth, Texas 76102

(98) Western Pacific Housing-McGonigle Canyon, LLC


			% of Voting
	Title of Class		Securities
Name and Complete Mailing Address	Owned	Amount Owned	Owned

Western Pacific Housing	Managing Member	N/A	N/A
Management, Inc.
301 Commerce Street
Fort Worth, Texas 76102

(99) Western Pacific Housing-Mountaingate, L.P.


			% of Voting
	Title of Class		Securities
Name and Complete Mailing Address	Owned	Amount Owned	Owned

Western Pacific Housing	Managing General Partner	N/A	N/A
Management, Inc.
301 Commerce Street
Fort Worth, Texas 76102

63

(100) Western Pacific Housing-Norco Estates, LLC


			% of Voting
	Title of Class		Securities
Name and Complete Mailing Address	Owned	Amount Owned	Owned

Western Pacific Housing Management, Inc. 301 Commerce Street Fort Worth, Texas 76102	Managing Member	N/A	N/A

(101) Western Pacific Housing-Oso, L.P.

(102) Western Pacific Housing-Pacific Park II, LLC

(103) Western Pacific Housing-Park Avenue East, LLC

(104) Western Pacific Housing-Park Avenue West, LLC

64

(105) Western Pacific Housing-Playa Vista, LLC

(106) Western Pacific Housing-Poinsettia, L.P.

(107) Western Pacific Housing-River Ridge, LLC

(108) Western Pacific Housing-Robinhood Ridge, LLC

(109) Western Pacific Housing-Santa Fe, LLC

65

(110) Western Pacific Housing-Scripps, L.P.

(111) Western Pacific Housing-Scripps II, LLC

(112) Western Pacific Housing-Seacove, L.P.

(113) Western Pacific Housing-Studio 528, LLC

(114) Western Pacific Housing-Terra Bay Duets, LLC

66

(115) Western Pacific Housing-Torrance, LLC

(116) Western Pacific Housing-Torrey Commercial, LLC

(117) Western Pacific Housing-Torrey Meadows, LLC

(118) Western Pacific Housing-Torrey Multi-Family, LLC

(119) Western Pacific Housing-Torrey Village Center, LLC

67

(120) Western Pacific Housing-Vineyard Terrace, LLC

(121) Western Pacific Housing-Windemere, LLC

(122) Western Pacific Housing-Windflower, L.P.

(123) WPH-Camino Ruiz, LLC

68

UNDERWRITERS

6.

Underwriters

(a) The name and complete mailing address of each person who, within three years prior to the date of filing this application, acted as an underwriter of any securities of the Applicants which are outstanding on the date of filing this application is listed below, along with the title of each class of securities underwritten by the underwriter:


Name and Address		Title of Class of Securities Underwritten

UBS Securities LLC 677 Washington Boulevard Stamford, CT 06901		6% Senior Notes due 2011 of the Company, together with guarantees by the Guarantors
		6.5% Senior Notes due 2016 of the Company, together with guarantees by the Guarantors

Banc of America Securities LLC 214 North Tryon 15^th Floor Charlotte, NC 28255		6% Senior Notes due 2011 of the Company, together with guarantees by the Guarantors
		6.5% Senior Notes due 2016 of the Company, together with guarantees by the Guarantors

Wachovia Capital Markets, LLC 301 South College Street Charlotte, NC 28288-0604		6% Senior Notes due 2011 of the Company, together with guarantees by the Guarantors
		6.5% Senior Notes due 2016 of the Company, together with guarantees by the Guarantors

BNP Paribas Securities Corp. 787 Seventh Avenue Floor 27 New York, NY 10019-6018		6% Senior Notes due 2011 of the Company, together with guarantees by the Guarantors
		6.5% Senior Notes due 2016 of the Company, together with guarantees by the Guarantors

Caylon Securities (USA) Inc. 1301 Avenue of the Americas New York, NY 10019-6022		6% Senior Notes due 2011 of the Company, together with guarantees by the Guarantors
		6.5% Senior Notes due 2016 of the Company, together with guarantees by the Guarantors

69


Name and Address		Title of Class of Securities Underwritten

Greenwich Capital Markets, Inc. 600 Steamboat Road		6% Senior Notes due 2011 of the Company, together with guarantees by the Guarantors
Greenwich, CT 06830
		6.5% Senior Notes due 2016 of the Company, together with guarantees by the Guarantors

Citigroup Global Markets Inc. 388 Greenwich Street New York, NY 10013		5.375% Senior Notes due 2012 of the Company, together with guarantees by the Guarantors

(b) There is no proposed underwriter for the New Notes that are proposed to be offered in the connection with the Indenture that is qualified under this application.

CAPITAL SECURITIES

7.

Capitalization

	(a)		The authorized and outstanding securities of the Company as of May 5, 2008 were as follows:

	(1)		D.R. Horton, Inc.


	Amount		Amount
Title of Class	Authorized		Outstanding
	(Dollars in Millions)
Common Stock, par value $0.01	1,000,000,000 shares		315,869,604 shares
Preferred Stock, par value $0.10	30,000,000 shares			0
5% Senior Notes due 2009	$	200.0	$	200.0
8% Senior Notes due 2009	$	385.0	$	385.0
4.875% Senior Notes due 2010	$	250.0	$	250.0
9.75% Senior Subordinated Notes due 2010	$	150.0	$	113.5
6% Senior Notes due 2011	$	250.0	$	250.0
7.875% Senior Notes due 2011	$	200.0	$	200.0
5.375% Senior Notes due 2012	$	300.0	$	300.0
6.875% Senior Notes due 2013	$	200.0	$	200.0
5.875% Senior Notes due 2013	$	100.0	$	100.0
6.125% Senior Notes due 2014	$	200.0	$	200.0
5.625% Senior Notes due 2014	$	250.0	$	250.0
5.25% Senior Notes due 2015	$	300.0	$	300.0
5.625% Senior Notes due 2016	$	300.0	$	300.0
6.5% Senior Notes due 2016	$	500.0	$	500.0

(2)

C. Richard Dobson Builders, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	500 shares	120 shares

70

(3)

CH Investments of Texas, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	100,000 shares	1,000 shares

(4)

CHI Construction Company*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, no par value	1,000 shares	1,000 shares

(5)

CHTEX of Texas, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	100,000 shares	1,000 shares

(6)

Continental Homes, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $1.00	1,000 shares	100 shares

(7)

Continental Homes of Texas, L.P.*


	Amount			Amount
Title of Class	Authorized			Outstanding

Partnership Interests		100	%		100	%

(8)

Continental Residential, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, no par value	1,000 shares	100 shares

(9)

D.R. Horton — Emerald, Ltd.*


	Amount			Amount
Title of Class	Authorized			Outstanding

Partnership Interests		100	%		100	%

(10)

D.R. Horton, Inc. — Birmingham*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	1,000 shares	1,000 shares

71

(11)

D.R. Horton, Inc. — Chicago*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	1,000 shares	1,000 shares

(12)

D.R. Horton, Inc. — Denver*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	1,000 shares	1,000 shares

(13)

D.R. Horton, Inc. — Dietz-Crane*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	1,000 shares	1,000 shares

(14)

D.R. Horton, Inc. — Fresno*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	1,000 shares	1,000 shares

(15)

D.R. Horton, Inc. — Greensboro*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	1,000 shares	1,000 shares

(16)

D.R. Horton, Inc. — Gulf Coast*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	1,000 shares	1,000 shares

(17)

D.R. Horton, Inc. — Jacksonville*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	1,000 shares	1,000 shares

(18)

D.R. Horton, Inc. — Louisville*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	1,000 shares	1,000 shares

72

(19)

D.R. Horton, Inc. — Minnesota*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	10,000 shares	1,000 shares

(20)

D.R. Horton, Inc. — New Jersey*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	1,000 shares	1,000 shares

(21)

D.R. Horton, Inc. — Portland*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	1,000 shares	1,000 shares

(22)

D.R. Horton, Inc. — Sacramento*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	1,000 shares	1,000 shares

(23)

D.R. Horton, Inc. — Torrey*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	1,000 shares	1,000 shares

(24)

D.R. Horton LA North, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	1,000 shares	1,000 shares

(25)

D.R. Horton Los Angeles Holding Company, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	1,000 shares	1,000 shares

(26)

D.R. Horton Management Company, Ltd.*


	Amount			Amount
Title of Class	Authorized			Outstanding

Partnership Interests		100	%		100	%

73

(27)

D.R. Horton Materials, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	1,000 shares	1,000 shares

(28)

D.R. Horton OCI, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	1,000 shares	1,000 shares

(29)

D.R. Horton — Schuler Homes, LLC*


	Amount			Amount
Title of Class	Authorized			Outstanding

LLC Interests		100	%		100	%

(30)

D.R. Horton — Texas, Ltd.*


	Amount			Amount
Title of Class	Authorized			Outstanding

Partnership Interests		100	%		100	%

(31)

D.R. Horton VEN, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	1,000 shares	1,000 shares

(32)

DRH Cambridge Homes, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	1,000 shares	1,000 shares

(33)

DRH Cambridge Homes, LLC*


	Amount			Amount
Title of Class	Authorized			Outstanding

LLC Interests		100	%		100	%

(34)

DRH Construction, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	1,000 shares	1,000 shares

74

(35)

DRH Regrem VII, LP*


	Amount			Amount
Title of Class	Authorized			Outstanding

Partnership Interests		100	%		100	%

(36)

DRH Regrem VIII, LLC*


	Amount			Amount
Title of Class	Authorized			Outstanding

LLC Interests		100	%		100	%

(37)

DRH Regrem XI, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	1,000 shares	1,000 shares

(38)

DRH Regrem XII, LP*


	Amount			Amount
Title of Class	Authorized			Outstanding

Partnership Interests		100	%		100	%

(39)

DRH Regrem XIII, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	1,000 shares	1,0000 shares

(40)

DRH Regrem XIV, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	1,000 shares	1,000 shares

(41)

DRH Regrem XV, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	1,000 shares	1,000 shares

(42)

DRH Regrem XVI, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	1,000 shares	1,000 shares

75

(43)

DRH Regrem XVII, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	1,000 shares	1,000 shares

(44)

DRH Regrem XVIII, Inc. *


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	1,000 shares	1,000 shares

(45)

DRH Regrem XIX, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	1,000 shares	1,000 shares

(46)

DRH Regrem XX, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	1,000 shares	1,000 shares

(47)

DRH Regrem XXI, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	1,000 shares	1,000 shares

(48)

DRH Regrem XXII, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	1,000 shares	1,000 shares

(49)

DRH Regrem XXIII, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	1,000 shares	1,000 shares

(50)

DRH Regrem XXIV, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	1,000 shares	1,000 shares

76

(51)

DRH Regrem XXV, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	10,000 shares	1,000 shares

(52)

DRH Southwest Construction, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	1,000 shares	1,000 shares

(53)

DRH Tucson Construction, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	10,000 shares	1,000 shares

(54)

DRHI, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	200,000 shares	100,000 shares

(55)

HPH Homebuilders 2000 L.P.*


	Amount			Amount
Title of Class	Authorized			Outstanding

Partnership Interests		100	%		100	%

(56)

KDB Homes, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $1.00	3,000 shares	100 shares

(57)

Meadows I, Ltd.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	10,000 shares	7,000 shares

(58)

Meadows II, Ltd.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	10,000 shares	1,000 shares

77

(59)

Meadows VIII, Ltd.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	1,000 shares	1,000 shares

(60)

Meadows IX, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	100 shares	100 shares

(61)

Meadows X, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	100 shares	100 shares

(62)

Melmort Co.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, no par value	1,000 shares	100 shares

(63)

Melody Homes, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	1,000 shares	100 shares

(64)

Schuler Homes of Arizona LLC*


	Amount			Amount
Title of Class	Authorized			Outstanding

LLC Interests		100	%		100	%

(65)

Schuler Homes of California, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, no par value	1,000 shares	100 shares

(66)

Schuler Homes of Oregon, Inc. *


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, no par value	1,000 shares	100 shares

78

(67)

Schuler Homes of Washington, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, no par value	1,000 shares	100 shares

(68)

Schuler Mortgage, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.01	100 shares	100 shares

(69)

Schuler Realty Hawaii, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, no par value	25,000 shares	1,000 shares

(70)

SGS Communities at Grande Quay, L.L.C.*


	Amount			Amount
Title of Class	Authorized			Outstanding

LLC Interests		100	%		100	%

(71)

SHA Construction LLC*


	Amount			Amount
Title of Class	Authorized			Outstanding

LLC Interests		100	%		100	%

(72)

SHLR of California, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, no par value	1,000 shares	1,000 shares

(73)

SHLR of Colorado, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, no par value	1,000 shares	100 shares

(74)

SHLR of Nevada, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, no par value	1,000 shares	100 shares

79

(75)

SHLR of Utah, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, no par value	1,000 shares	100 shares

(76)

SHLR of Washington, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, no par value	1,000 shares	100 shares

(77)

SRHI LLC*


	Amount			Amount
Title of Class	Authorized			Outstanding

LLC Interests		100	%		100	%

(78)

SSHI LLC*


	Amount			Amount
Title of Class	Authorized			Outstanding

LLC Interests		100	%		100	%

(79)

Vertical Construction Corporation*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, no par value	100 shares	100 shares

(80)

Western Pacific Funding, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, no par value	100,000 shares	1,000 shares

(81)

Western Pacific Housing Co., a California Limited Partnership*


	Amount			Amount
Title of Class	Authorized			Outstanding

Partnership Interests		100	%		100	%

(82)

Western Pacific Housing, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, par value $0.001	1,000 shares	100 shares

80

(83)

Western Pacific Housing Management, Inc.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Common Stock, no par value	10,000 shares	100 shares

(84)

Western Pacific Housing-Antigua, LLC*


	Amount			Amount
Title of Class	Authorized			Outstanding

LLC Interests		100	%		100	%

(85)

Western Pacific Housing-Aviara, L.P.*


	Amount			Amount
Title of Class	Authorized			Outstanding

Partnership Interests		100	%		100	%

(86)

Western Pacific Housing-Boardwalk, LLC*


	Amount			Amount
Title of Class	Authorized			Outstanding

LLC Interests		100	%		100	%

(87)

Western Pacific Housing-Broadway, LLC*


	Amount			Amount
Title of Class	Authorized			Outstanding

LLC Interests		100	%		100	%

(88)

Western Pacific Housing-Canyon Park, LLC*


	Amount			Amount
Title of Class	Authorized			Outstanding

LLC Interests		100	%		100	%

(89)

Western Pacific Housing-Carmel, LLC*


	Amount			Amount
Title of Class	Authorized			Outstanding

LLC Interests		100	%		100	%

(90)

Western Pacific Housing-Carrillo, LLC*


	Amount			Amount
Title of Class	Authorized			Outstanding

LLC Interests		100	%		100	%

81

(91)

Western Pacific Housing-Communications Hill, LLC*


	Amount			Amount
Title of Class	Authorized			Outstanding

LLC Interests		100	%		100	%

(92)

Western Pacific Housing-Copper Canyon, LLC*


	Amount			Amount
Title of Class	Authorized			Outstanding

LLC Interests		100	%		100	%

(93)

Western Pacific Housing-Creekside, LLC*


	Amount			Amount
Title of Class	Authorized			Outstanding

LLC Interests		100	%		100	%

(94)

Western Pacific Housing-Culver City, L.P.*


	Amount			Amount
Title of Class	Authorized			Outstanding

Partnership Interests		100	%		100	%

(95)

Western Pacific Housing-Del Valle, LLC*


	Amount			Amount
Title of Class	Authorized			Outstanding

LLC Interests		100	%		100	%

(96)

Western Pacific Housing-Lomas Verdes, LLC*


	Amount			Amount
Title of Class	Authorized			Outstanding

LLC Interests		100	%		100	%

(97)

Western Pacific Housing-Lost Hills Park, LLC*


	Amount			Amount
Title of Class	Authorized			Outstanding

LLC Interests		100	%		100	%

(98)

Western Pacific Housing-McGonigle Canyon, LLC*


	Amount			Amount
Title of Class	Authorized			Outstanding

LLC Interests		100	%		100	%

82

(99)

Western Pacific Housing-Mountaingate, L.P.*


	Amount			Amount
Title of Class	Authorized			Outstanding

Partnership Interests		100	%		100	%

(100)

Western Pacific Housing-Norco Estates, LLC*


	Amount			Amount
Title of Class	Authorized			Outstanding

LLC Interests		100	%		100	%

(101)

Western Pacific Housing-Oso, L.P.*


	Amount			Amount
Title of Class	Authorized			Outstanding

Partnership Interests		100	%		100	%

(102)

Western Pacific Housing-Pacific Park II, LLC*


	Amount			Amount
Title of Class	Authorized			Outstanding

LLC Interests		100	%		100	%

(103)

Western Pacific Housing-Park Avenue East, LLC*


	Amount			Amount
Title of Class	Authorized			Outstanding

LLC Interests		100	%		100	%

(104)

Western Pacific Housing-Park Avenue West, LLC*


	Amount			Amount
Title of Class	Authorized			Outstanding

LLC Interests		100	%		100	%

(105)

Western Pacific Housing-Playa Vista, LLC*


	Amount			Amount
Title of Class	Authorized			Outstanding

LLC Interests		100	%		100	%

(106)

Western Pacific Housing-Poinsettia, L.P.*


	Amount			Amount
Title of Class	Authorized			Outstanding

Partnership Interests		100	%		100	%

83

(107) Western Pacific Housing-River Ridge, LLC*


	Amount	Amount
Title of Class	Authorized	Outstanding

LLC Interests	100%	100%

(108) Western Pacific Housing-Robinhood Ridge, LLC*


	Amount	Amount
Title of Class	Authorized	Outstanding

LLC Interests	100%	100%

(109) Western Pacific Housing-Santa Fe, LLC*


	Amount	Amount
Title of Class	Authorized	Outstanding

LLC Interests	100%	100%

(110) Western Pacific Housing-Scripps, L.P.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Partnership Interests	100%	100%

(111) Western Pacific Housing-Scripps II, LLC*


	Amount	Amount
Title of Class	Authorized	Outstanding

LLC Interests	100%	100%

(112) Western Pacific Housing-Seacove, L.P.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Partnership Interests	100%	100%

(113) Western Pacific Housing-Studio 528, LLC*


	Amount	Amount
Title of Class	Authorized	Outstanding

LLC Interests	100%	100%

(114) Western Pacific Housing-Terra Bay Duets, LLC*


	Amount	Amount
Title of Class	Authorized	Outstanding

LLC Interests	100%	100%

84

(115) Western Pacific Housing-Torrance, LLC*


	Amount	Amount
Title of Class	Authorized	Outstanding

LLC Interests	100%	100%

(116) Western Pacific Housing-Torrey Commercial, LLC*


	Amount	Amount
Title of Class	Authorized	Outstanding

LLC Interests	100%	100%

(117) Western Pacific Housing-Torrey Meadows, LLC*


	Amount	Amount
Title of Class	Authorized	Outstanding

LLC Interests	100%	100%

(118) Western Pacific Housing-Torrey Multi-Family, LLC*


	Amount	Amount
Title of Class	Authorized	Outstanding

LLC Interests	100%	100%

(119) Western Pacific Housing-Torrey Village Center, LLC*


	Amount	Amount
Title of Class	Authorized	Outstanding

LLC Interests	100%	100%

(120) Western Pacific Housing-Vineyard Terrace, LLC*


	Amount	Amount
Title of Class	Authorized	Outstanding

LLC Interests	100%	100%

(121) Western Pacific Housing-Windemere, LLC*


	Amount	Amount
Title of Class	Authorized	Outstanding

LLC Interests	100%	100%

(122) Western Pacific Housing-Windflower, L.P.*


	Amount	Amount
Title of Class	Authorized	Outstanding

Partnership Interests	100%	100%

85

(123) WPH-Camino Ruiz, LLC*


	Amount	Amount
Title of Class	Authorized	Outstanding

LLC Interests	100%	100%


*		Guarantor of 5% Senior Notes due 2009, 8% Senior Notes due 2009, 4.875% Senior Notes due 2010, 9.75% Senior Subordinated Notes due 2010, 6% Senior Notes due 2011, 7.875% Senior Notes due 2011, 5.375% Senior Notes due 2012, 6.875% Senior Notes due 2013, 5.875% Senior Notes due 2013, 6.125% Senior Notes due 2014, 5.625% Senior Notes due 2014, 5.25% Senior Notes due 2015, 5.625% Senior Notes due 2016 and 6.5% Senior Notes due 2016.

(b) Each share of common stock of an Applicant is entitled to one vote. The classes and amount of preferred stock of the Company have not yet been established.

INDENTURE SECURITIES

8. Analysis of Indenture Provisions

The New Notes will be issued under the Indenture dated as of June 9, 1997, as supplemented, among the Company, the Guarantors and American Stock Transfer & Trust Company (the “New Notes Indenture”). The following is a general analysis of certain provisions of the New Notes and is qualified in its entirety by reference to the New Notes Indenture filed as an exhibit hereto. The terms of the New Notes include those set forth in the New Notes Indenture and those made part of the New Notes Indenture by reference to the Trust Indenture Act of 1939, as amended, as in effect on the date of the New Notes Indenture. The New Notes will be guaranteed by all of the Company’s existing and future restricted subsidiaries. The Company’s restricted subsidiaries do not include its subsidiaries that are engaged in the financial services segment and several of its insignificant subsidiaries. Capitalized terms used below and not defined herein have the meanings ascribed to such terms in the New Notes Indenture.

(a) Events of Default; Withholding of Notice

The following will be Events of Default under the New Notes Indenture:

(1) the failure by the Company to pay interest on any New 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 New 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 New Notes, the Guarantees or the New Notes Indenture and such failure continues for the period and after the notice specified below (except in the case of a default under covenants related to (i) the right of Holders of the New Notes to require the Company to repurchase all or part of the New Notes upon a Change in Control of the Company or (ii) the consolidation or merger of the Company or any Restricted Subsidiary with or into, or the sale, lease, conveyance or other disposal of all or substantially all of the assets of the Company or any Restricted Subsidiary to, another person, both of 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;

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(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);

(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 New Notes 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 New Notes Indenture and the Guarantee).

A Default as described in subclause (3) above will not be deemed an Event of Default until American Stock Transfer & Trust Company (the “Trustee”) notifies the Company, or the Holders of at least 25% in principal amount of the then outstanding New Notes notify the Company and the Trustee, of the Default and (except in the case of a default under covenants related to (i) the right of Holders of the New Notes to require the Company to repurchase all or part of the New Notes upon a Change in Control of the Company or (ii) the consolidation or merger of the Company or any Restricted Subsidiary with or into, or the sale, lease, conveyance or other disposal of all or substantially all of the assets of the Company or any Restricted Subsidiary to, another person) 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.

If an Event of Default (other than an Event of Default with respect to the Company resulting from subclauses (7) or (8) above), shall have occurred and be continuing under the New Notes Indenture, the Trustee by

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notice to the Company, or the Holders of at least 25% in principal amount of the New Notes then outstanding by notice to the Company and the Trustee, may declare all New Notes to be due and payable immediately. Upon such declaration of acceleration, the amounts due and payable on the New Notes will be due and payable immediately. If an Event of Default with respect to the Company specified in subclauses (7) or (8) above occurs, such an amount 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 New Notes 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) on the New Notes under the New Notes Indenture. Holders of a majority in principal amount of the then outstanding New Notes may rescind an acceleration and its consequence (except an acceleration due to nonpayment of principal or interest on the New Notes) if the rescission would not conflict with any judgment or decree and if all existing Events of Default (other than the non-payment of accelerated principal) have been cured or waived.

The Holders may not enforce the provisions of the New Notes Indenture, the New Notes or the Guarantees except as provided in the New Notes Indenture. Subject to certain limitations, Holders of a majority in principal amount of the New Notes then outstanding may direct the Trustee in its exercise of any trust or power, provided, however, that such direction does not conflict with the terms of the New Notes Indenture. The Trustee may withhold from the Holders notice of any continuing Default or Event of Default (except any Default or Event of Default in payment of principal or interest on the New Notes or that resulted from the failure to comply with the covenant regarding the right of Holders of the New Notes to require the Company to repurchase all or part of the New Notes upon a Change in Control of the Company) if the Trustee determines that withholding such notice is in the Holders’ interest.

(b) Authentication and Delivery of the Notes; Use of Proceeds

The New Notes to be issued under the New Notes Indenture may be executed by manual or facsimile signature on behalf of the Company by any two of the following persons: the Chairman of the Board, the President, any Vice President, the Treasurer, the Controller or the Secretary of the Company (each, an “Officer”).

The Trustee will authenticate and make available for delivery New Notes for original issue, upon receipt of a certificate signed on behalf of the Company by two Officers or by an Officer and an Assistant Treasurer or an Assistant Secretary of the Company.

There will be no proceeds from the issuance of the New Notes because the New Notes will be exchanged for the Existing Notes.

(c) Release and Substitution of Property Subject to the Lien of the Indenture

The New Notes are unsecured obligations of the Company. As such, the New Notes are not secured by any lien on any property.

(d) Satisfaction and Discharge of the Indenture

The New Notes Indenture will generally cease to be of any further effect with respect to the New Notes, if (a) the Company has delivered to the Trustee for cancellation all outstanding New Notes (other than any New Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other New Notes shall have been authenticated and delivered), or (b) all New Notes not previously delivered to the Trustee for cancellation have become due and payable, and the Company has deposited with the Trustee as trust funds sufficient to pay all the outstanding New Notes, and if, in either case, the Company also pays or causes to be paid all other sums payable under the New Notes Indenture by it thereunder and delivers an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent specified in the New Notes Indenture relating to the satisfaction and discharge of the New Notes Indenture have been complied with.

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The New Notes Indenture will permit the Company and the Guarantors to terminate all of their respective obligations under the New Notes Indenture, other than the obligation to pay interest on and the principal of the New Notes and certain other obligations, at any time by:

(1) depositing in trust with the Trustee, under an irrevocable trust agreement, money or U.S. government obligations in an amount sufficient to pay principal of and interest on the New Notes to their maturity, and

(2) complying with certain other conditions, including delivery to the Trustee of an opinion of counsel or a ruling received from the Internal Revenue Service to the effect that Holders will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of such right and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case otherwise.

In addition, the New Notes Indenture will permit the Company and the Guarantors to terminate all of their respective obligations under the New Notes Indenture (including the obligations to pay interest on and the principal of the New Notes and certain other obligations), at any time by:

(1) depositing in trust with the Trustee, under an irrevocable trust agreement, money or U.S. government obligations in an amount sufficient to pay principal of and interest on the New Notes to their maturity, and

(2) complying with certain other conditions, including delivery to the Trustee of an opinion of counsel or a ruling received from the Internal Revenue Service to the effect that Holders will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of such right and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case otherwise, which opinion of counsel is based upon a change in the applicable federal tax law since the Issue Date.

(e) Evidence Required to be Furnished by the Company to the Trustee as to Compliance with the Conditions and Covenants Provided for in the Indenture

The Company is required to deliver to the Trustee an annual statement regarding compliance with the New Notes Indenture, and include in such statement, if any Officer of the Company is aware of any Default or Event of Default, a statement specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto. In addition, the Company is required to deliver to the Trustee prompt written notice of the occurrence of any Default or Event of Default.

9. Other Obligors

No person, other than the Applicants, is an obligor of the New Notes.

The mailing address for each Applicant is 301 Commerce Street, Suite 500, Fort Worth, Texas 76102.

Contents of Application for Qualification. This application for qualification comprises:

(a) Pages numbered 1 to 97, consecutively.

(b) The statement of eligibility and qualification of each trustee under the indenture to be qualified (filed herewith as Exhibit 25.1).

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(c) The following exhibits in addition to those filed as part of the statement of eligibility and qualification of the trustee:


Exhibit T3A		Certificate of Amendment of Amended and Restated Certificate of Incorporation, as amended, of D.R. Horton, Inc., and the Amended and Restated Certificate of Incorporation, as amended, of D.R. Horton, Inc. (1)

Exhibit T3B		Amended and Restated Bylaws (2)

Exhibit T3C.1		Indenture, dated June 9, 1997, among the Company, the guarantors named therein, and American Stock Transfer & Trust Company, as trustee (3)

Exhibit T3C.2		Form of Twenty-Ninth Supplemental Indenture by and among the Company, the guarantors named therein and American Stock Transfer & Trust Company, as trustee *

Exhibit T3D		Not applicable

Exhibit T3E.1		Offering Memorandum and Consent Solicitation Statement *

Exhibit T3E.2		Form of Letter of Transmittal and Consent *

Exhibit T3E.3		Form of Letter to Brokers *

Exhibit T3F		Cross-reference sheet showing the location in the New Notes Indenture of the provisions inserted therein pursuant to Sections 310 through 318(a), inclusive of the Trust Indenture Act of 1939, as amended (4)

Exhibit 25.1		Statement of Eligibility and Qualification Under the Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee *


*		Filed herewith.

(1)		Incorporated herein by reference from Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q /A for the quarter ended December 31, 2002, dated February 18, 2003 and filed with the SEC on February 18, 2003.

(2)		Incorporated herein by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K, dated May 1, 2008, filed with the SEC on May 6, 2008.

(3)		Incorporated herein by reference from Exhibit 4.1(a) to the Company’s Registration Statement on Form S-3 (No. 333-27521), filed with the SEC on May 21, 1997.

(4)		Included as part of Exhibit T3C.1.

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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the applicant, D.R. Horton, Inc., and the co-applicants named below have duly caused this application to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Fort Worth and State of Texas, on the 21st day of May, 2008.

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		GUARANTORS:

		C. RICHARD DOBSON BUILDERS, INC.
		CH INVESTMENTS OF TEXAS, INC.
		CHI CONSTRUCTION COMPANY
		CHTEX OF TEXAS, INC.
		CONTINENTAL HOMES, 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. — FRESNO
		D.R. HORTON, INC. — GREENSBORO
		D.R. HORTON, INC. — GULF COAST
		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 LA NORTH, INC.
		D.R. HORTON LOS ANGELES HOLDING COMPANY, INC.
		D.R. HORTON MATERIALS, INC.
		D.R. HORTON OCI, INC.
		D.R. HORTON VEN, INC.
		DRH CAMBRIDGE HOMES, INC.
		DRH CONSTRUCTION, INC.
		DRH REGREM XI, INC.
		DRH REGREM XIII, 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.
		DRHI, INC.
		KDB HOMES, INC.
		MEADOWS I, LTD.
		MEADOWS II, LTD.
		MEADOWS VIII, LTD.
		MEADOWS IX, INC.
		MEADOWS X, INC.
		MELMORT CO.
		MELODY HOMES, INC.
		SCHULER HOMES OF CALIFORNIA, INC.
		SCHULER HOMES OF OREGON, INC.

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		SCHULER HOMES OF WASHINGTON, INC.
		SCHULER MORTGAGE, INC.
		SCHULER REALTY HAWAII, 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, INC.
		WESTERN PACIFIC HOUSING MANAGEMENT, INC.


		By:		/s/ *Bill W. Wheat* Bill W. Wheat Executive Vice President and Chief Financial Officer

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CONTINENTAL HOMES OF TEXAS, L.P.

By: *CHTEX of Texas, Inc., its General Partner*

	By:	/s/ *Bill W. Wheat*
		Bill W. Wheat Executive Vice President and Chief Financial Officer


D.R. HORTON MANAGEMENT COMPANY, LTD.
D.R. HORTON — EMERALD, LTD.
D.R. HORTON — TEXAS, LTD.
DRH REGREM VII, LP
DRH REGREM XII, LP

By: *Meadows I, Ltd., its General Partner*

	By:	/s/ *Bill W. Wheat* Bill W. Wheat Executive Vice President and Chief Financial Officer


SGS COMMUNITIES AT GRANDE QUAY, L.L.C.

By: *Meadows IX, Inc., a Member*

	By:	/s/ *Bill W. Wheat* Bill W. Wheat
		Executive Vice President and
		Chief Financial Officer


and

By: *Meadows X, Inc., a Member*

	By:	/s/ *Bill W. Wheat*
		Bill W. Wheat
		Executive Vice President and
		Chief Financial Officer

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DRH CAMBRIDGE HOMES, LLC
DRH REGREM VIII, LLC

By: *D.R. Horton, Inc. — Chicago, its Member*

	By:	/s/ *Bill W. Wheat*
		Bill W. Wheat
		Executive Vice President and
		Chief Financial Officer

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		HPH HOMEBUILDERS 2000 L.P.
		WESTERN PACIFIC HOUSING CO., A CALIFORNIA LIMITED PARTNERSHIP
		WESTERN PACIFIC HOUSING-ANTIGUA, LLC
		WESTERN PACIFIC HOUSING-AVIARA, L.P.
		WESTERN PACIFIC HOUSING-BOARDWALK, LLC
		WESTERN PACIFIC HOUSING-BROADWAY, LLC
		WESTERN PACIFIC HOUSING-CANYON PARK, LLC
		WESTERN PACIFIC HOUSING-CARMEL, LLC
		WESTERN PACIFIC HOUSING-CARRILLO, LLC
		WESTERN PACIFIC HOUSING-COMMUNICATIONS HILL, LLC
		WESTERN PACIFIC HOUSING-COPPER CANYON, LLC
		WESTERN PACIFIC HOUSING-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-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-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-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


By:	Western Pacific Housing Management, Inc.,
	its Manager, Member or General Partner

	By:	/s/ *Bill W. Wheat* Bill W. Wheat
		Executive Vice President and
		Chief Financial Officer

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SCHULER HOMES OF ARIZONA LLC
SHA CONSTRUCTION LLC

By:	SRHI LLC,
	its Member

	By:	SHLR of Nevada, Inc.
		its Member

		By: /s/ *Bill W. Wheat*

		Bill W. Wheat
		Executive Vice President and
		Chief Financial Officer


D.R. HORTON-SCHULER HOMES, LLC

By:	Vertical Construction Corporation,
	its Manager

	By:	/s/ *Bill W. Wheat* Bill W. Wheat
		Executive Vice President and
		Chief Financial Officer


SRHI LLC

By:	SHLR of Nevada, Inc.,
	its Member

	By:	/s/ *Bill W. Wheat* Bill W. Wheat
		Executive Vice President and
		Chief Financial Officer

SSHI LLC

By:

SHLR of Washington, Inc.,

its Member

By:

/s/ Bill W. Wheat

Bill W. Wheat

Executive Vice President and

Chief Financial Officer


Attest:		/s/ *Thomas B. Montano*
		Name: Thomas B. Montano
		Title: Vice President

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This ‘T-3’ Filing	Date	Other Filings

Filed as of:	5/22/08	8-K
Filed on:	5/21/08	8-K
	5/6/08	8-K
	5/5/08
	5/1/08	8-K
	2/14/08	SC 13G/A
	12/31/07	10-Q
	2/18/03	10-Q/A, 8-K
	12/31/02	10-Q, 10-Q/A, 8-K
	9/11/00	8-K
	6/9/97	8-K/A
	5/21/97	S-3
		List all Filings

% of Voting

Title of Class

Securities

Name and Complete Mailing Address

Amount Owned

FMR Corp*
82 Devonshire Street
Boston, Massachusetts 02109

Common Stock