AMENDMENT NO. 9
AMENDMENT NO. 9, dated as of October 2, 2019 (this Agreement), to the Credit Agreement dated as of September 7, 2012, as amended prior to the date hereof (as so amended, the Credit Agreement), among D.R. HORTON, INC., a Delaware corporation (the Borrower), MIZUHO BANK, LTD., as successor administrative agent (in such capacity, the Administrative Agent), and the Lenders party thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
WHEREAS, the Credit Agreement has previously been amended on November 1, 2012, August 8, 2013, August 22, 2014, June 18, 2015, August 26, 2015, September 25, 2017, September 25, 2018 and February 15, 2019;
WHEREAS, the Borrower, the Administrative Agent and the Lenders party hereto (including the Additional Lenders) desire to extend the Revolving Credit Facility Termination Date in respect of certain of the Revolving Credit Commitments under the Credit Agreement to October 2, 2024 (the Revolving Credit Commitment Extension);
WHEREAS, the Borrower has requested, and the Additional Lenders have agreed to provide, additional Revolving Credit Commitments in the aggregate amount of $265,000,000 (the Additional Commitments), which Additional Commitments shall increase the Aggregate Revolving Credit Commitment under the Credit Agreement to $1,590,000,000 pursuant to Section 2.18 of the Credit Agreement (the Facility Increase);
WHEREAS, Mizuho Bank, Ltd., JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., Citibank, N.A. and U.S. Bank National Association are acting as joint lead arrangers and joint bookrunners (in such capacity, the Lead Arrangers), JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A. are acting as co-syndication agents, Citibank, N.A. and U.S. Bank National Association are acting as co-documentation agents, and Bank of America, N.A., PNC Bank, National Association, The Toronto-Dominion Bank, New York Branch, Branch Banking and Trust Company and SunTrust Bank are acting as managing agents, in each case, in connection with the Revolving Credit Commitment Extension and Facility Increase; and
WHEREAS, the parties hereto wish to make certain other amendments authorized by Section 9.2 of the Credit Agreement;
NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
Section 1. Amendments. Effective as of the Amendment Effective Date (as defined below), the Credit Agreement is hereby amended as follows:
(a) The Credit Agreement is hereby amended as set forth in the conformed copy of the Credit Agreement attached as Exhibit A hereto.
(b) The Pricing Schedule of the Credit Agreement is hereby replaced with the Pricing Schedule hereto.
(c) Schedule 1 of the Credit Agreement is hereby replaced with Schedule 1 hereto.