Twelfth Supplemental Indenture, dated as of August 5, 2021, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, LLC, as trustee

THIS TWELFTH SUPPLEMENTAL INDENTURE, dated as of August 5, 2021 (the “Effective Date”), to the Indenture, dated as of May 1, 2012 (as amended, modified or supplemented from time to time in accordance therewith, the “Indenture”), by and among D.R. HORTON, INC., a Delaware corporation (the “Company”), the ADDITIONAL GUARANTORS (as defined herein), the EXISTING GUARANTORS (which include all entities listed as an Existing Guarantor on the signature pages hereof), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Company and the Trustee entered into the Indenture to provide for the issuance from time to time of senior debt securities (the “Securities”) to be issued in one or more series as the Indenture provides;

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

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

WHEREAS, pursuant to the Sixth Supplemental Indenture, dated as of August 5, 2013, among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 5.750% Senior Notes due 2023 (the “5.750% Notes,” and, together with the 4.375% Notes and the 4.750% Notes, the “Notes”);

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

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

WHEREAS, the execution of this Twelfth Supplemental Indenture has been duly authorized by the Executive Committee of the Board of Directors of the Company and the applicable sole member of each of the Additional Guarantors and all things necessary to make this Twelfth Supplemental Indenture a legal, valid, binding and enforceable obligation of the Company and each of the Additional Guarantors according to its terms have been done and performed.

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NOW THEREFORE, for and in consideration of the premises, the Company, the Existing Guarantors and the Additional Guarantors covenant and agree with the Trustee for the equal and ratable benefit of the respective holders of the Notes, as follows:

ARTICLE I.

ADDITIONAL GUARANTORS

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

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

ARTICLE II.

MISCELLANEOUS

2.1.    This Twelfth Supplemental Indenture constitutes a supplement to the Indenture, and the Indenture and this Twelfth Supplemental Indenture shall be read together and shall have the effect so far as practicable as though all of the provisions thereof and hereof are contained in one instrument.

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

2.3    In the event that any provision in this Twelfth Supplemental Indenture or the Notes shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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

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2.5    Any capitalized term used in this Twelfth Supplemental Indenture and not defined herein that is defined in the Indenture shall have the meaning specified in the Indenture, unless the context shall otherwise require.

2.6    All covenants and agreements in this Twelfth Supplemental Indenture by the Company, the Existing Guarantors and the Additional Guarantors shall bind each of their successors and assigns, whether so expressed or not. All agreements of the Trustee in this Twelfth Supplemental Indenture shall bind its successors and assigns.

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

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

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

2.10    All liability described in paragraph 11 of the Notes of any director, officer, employee or stockholder, as such, of the Company is waived and released.

2.11    The Trustee accepts the modifications of the trust effected by this Twelfth Supplemental Indenture, but only upon the terms and conditions set forth in the Indenture. Without limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness of the recitals herein contained, which shall be taken as the statements of the Company, and the Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity or execution or sufficiency of this Twelfth Supplemental Indenture and the Trustee make no representation with respect thereto.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Twelfth Supplemental Indenture to be duly executed, all as of the day and year first above written.

[Signature page to the Twelfth Supplemental Indenture]

EXISTING GUARANTORS:

[Signature page to the Twelfth Supplemental Indenture]

[Signature page to the Twelfth Supplemental Indenture]

[Signature page to the Twelfth Supplemental Indenture]

[Signature page to the Twelfth Supplemental Indenture]

[Signature page to the Twelfth Supplemental Indenture]

[Signature page to the Twelfth Supplemental Indenture]

[Signature page to the Twelfth Supplemental Indenture]