INDENTURE dated as of October 10, 2019 (the Base Indenture), by and among D.R. HORTON, INC., a Delaware corporation (the Company), each of the Guarantors from time to time party hereto in respect of a particular Series of Securities (each as defined in Section 1.01 below) and BRANCH BANKING AND TRUST COMPANY, a North Carolina banking corporation, as trustee (the Trustee).
Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Companys debt securities issued under this Base Indenture:
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01 Definitions.
Affiliate means, when used with reference to a specified person, any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Person specified.
Agent means any Registrar, Paying Agent or co-Registrar or agent for service of notices and demands.
Authorizing Resolution means a resolution adopted by the Board of Directors or by an Officer or committee of Officers pursuant to Board delegation authorizing a Series of Securities.
Bankruptcy Law means Title 11 of the United States Code, as amended, or any similar federal or state law for the relief of debtors.
Board of Directors means the Board of Directors of the Company or any duly authorized committee thereof.
Capital Stock means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated) of or in such Persons capital stock or other equity interests.
Capitalized Lease Obligations of any Person means, at the time any determination thereof is to be made, the obligations of such Person to pay rent or other amounts under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP, and the amount of such obligations will be the capitalized amount thereof determined in accordance with GAAP.
Company means the party named as such in this Indenture until a successor replaces it pursuant to the Indenture and thereafter means the successor.
control means, when used with respect to any Person, the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing.
Credit Facilities means, collectively, each of the credit facilities and lines of credit of the Company or one or more Guarantors in existence on the date of this Base Indenture and one or more future facilities or lines of credit among or between the Company or one or more Guarantors and one or more lenders pursuant to which the Company or any Guarantor may incur indebtedness for working capital and general corporate purposes (including acquisitions), as any such facility or line of credit may be amended, restated, supplemented or otherwise modified from time to time, and includes any agreement extending the maturity of, increasing the amount of, or restructuring, all or any portion of the Indebtedness under such facility or line of credit or any successor facilities or lines of credit and includes any facility or line of credit with one or more lenders refinancing or replacing all or any portion of the Indebtedness under such facility or line of credit or any successor facility or line of credit, provided, in each case, that such credit facility shall provide for commitments, or there shall be loans or other extensions of credit outstanding thereunder, in each case in excess of $50 million.
Currency Agreement of any Person means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect such Person or any of its Subsidiaries against fluctuations in currency values.
Default means any event, act or condition that is, or after notice or the passage of time or both would be, an Event of Default.
Definitive Security means a certificated Security registered in the name of the Securityholder thereof.
Depositary means, with respect to Securities of any Series which the Company shall determine will be issued in whole or in part as a Global Security, DTC, another clearing agency, or any successor registered as a clearing agency under the Exchange Act, and any other applicable U.S. or foreign statute or regulation, which, in each case, shall be designated by the Company pursuant to Section 2.01.
Dollars and $ mean United States Dollars.
DTC means The Depository Trust Company, New York, New York.
Electronic Means means the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with this Indenture.