EX-4.3





 Exhibit 4.3 
  

 
  

D.R. HORTON, INC. AND THE GUARANTORS PARTY HERETO 

Supplementing the Indenture 

Dated as of October 10, 2019 

with respect to the 

2.500% Senior Notes due 2024 

2.600% Senior Notes due 2025 

1.400% Senior Notes due 2027 
  

 
 Fifth
Supplemental Indenture 
 Dated as of August 5, 2021 

 
  

TRUIST BANK, 
 as Trustee

  
  

 












 TABLE OF CONTENTS 
  

							
	 	  	 	  	Page	 
	ARTICLE ONE	 
	
	ADDITIONAL GUARANTORS	 
			
	 Section 1.01.
	  	 Additional Guarantees
	  	 	2	
	 Section 1.02.
	  	 Authorization
	  	 	2	
	
	ARTICLE TWO	  

	
	MISCELLANEOUS	 

			
	 Section 2.01.
	  	 Governing Law
	  	 	2	
	 Section 2.02.
	  	 No Adverse Interpretation of Other Agreements
	  	 	2	
	 Section 2.03.
	  	 No Recourse Against Others
	  	 	2	
	 Section 2.04.
	  	 Successors and Assigns
	  	 	3	
	 Section 2.05.
	  	 Counterparts; Electronic Signature
	  	 	3	
	 Section 2.06.
	  	 Severability
	  	 	3	


  
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 Fifth Supplemental Indenture dated as of August 5, 2021 (“Supplemental
Indenture”), by and among D.R. Horton, Inc., a Delaware corporation (the “Company”), each of the Additional Guarantors (as defined herein), each of the subsidiaries of the Company that are signatories hereto as the existing
guarantors (the “Existing Guarantors”) and Truist Bank (formerly known as Branch Banking and Trust Company), as the trustee (including any successor replacing such person in accordance with the applicable provisions of the
Indenture, the “Trustee”), to the Indenture, dated as of October 10, 2019, by and between the Company and the Trustee (as amended, modified or supplemented from time to time in accordance therewith, the “Base
Indenture”). 
 WHEREAS, the Company and the Trustee entered into the Base Indenture to provide for the issuance from time to time
of senior debt securities (the “Securities”) to be issued in one or more Series; 
 WHEREAS, pursuant to the First
Supplemental Indenture, dated as of October 10, 2019, among the Company, the guarantors party thereto and the Trustee, the Company issued a series of Securities designated as its 2.500% Senior Notes due 2024 (the “2.500%
Notes”); 
 WHEREAS, pursuant to the Second Supplemental Indenture, dated as of May 5, 2020, among the Company, the guarantors
party thereto and the Trustee, the Company issued a series of Securities designated as its 2.600% Senior Notes due 2025 (the “2.600% Notes”); 

WHEREAS, pursuant to the Third Supplemental Indenture, dated as of October 2, 2020, among the Company, the guarantors party thereto and
the Trustee, the Company issued a series of Securities designated as its 1.400% Senior Notes due 2027 (the “1.400% Notes,” and, together with the 2.500% Notes and the 2.600% 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 the
Fourth Supplemental Indenture, dated as of August 5, 2021, among the Company, the Existing Guarantors, the Additional Guarantors, and the Trustee, the Company issued a series of Securities designated as its 1.300% Senior Notes due 2026; 

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 Fifth 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 Fifth 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. 












 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 ONE 
 Additional
Guarantors 
 Section 1.01.     Additional Guarantees. 

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 date hereof, 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 Base Indenture, including without limitation Article Nine thereof: 
  

			
	 Name
	  	 Jurisdiction of Organization

	DRH Regrem LVI, LLC	  	Delaware
	DRH Regrem LVII, LLC	  	Delaware
	DRH Regrem LVIII, LLC	  	Delaware
	DRH Regrem LIX, LLC	  	Delaware
	DRH Regrem LX, LLC	  	Delaware
	DRH Regrem LXI, LLC	  	Delaware
	DRH Regrem LXII, LLC	  	Delaware
	DRH Regrem LXIII, LLC	  	Delaware
	DRH Regrem LXIV, LLC	  	Delaware
	DRH Regrem LXV, LLC	  	Delaware

 Section 1.02.     Authorization. 

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 TWO 

Miscellaneous 

Section 2.01.     Governing Law. 

THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS SUPPLEMENTAL INDENTURE, THE NOTES AND THE GUARANTEES. 

Section 2.02.     No Adverse Interpretation of Other Agreements. 

This Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or a Subsidiary. Any such
indenture, loan or debt agreement may not be used to interpret this Supplemental Indenture. 
 Section 2.03.     No Recourse Against
Others. 
 All liability (i) described in Paragraph 11 of the Notes, of any director, officer, employee or stockholder, as such, of
the Company and (ii) described in the second paragraph of the guarantees of each Guarantor, of any stockholder, officer, director, employee, incorporator, partner, member or manager, as such, of any Guarantor, is waived and released. 

  
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 Section 2.04.     Successors and Assigns. 

All covenants and agreements of the Company and the Guarantors in this Supplemental Indenture and the Notes shall bind its successors and
assigns. All agreements of the Trustee in this Supplemental Indenture shall bind its successors and assigns. 
 Section 2.05.    
Counterparts; Electronic Signature. 
 This Supplemental Indenture may be executed in counterparts, each of which when so executed
shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. Notwithstanding anything to the contrary in the Base Indenture, any signature to this Supplemental Indenture, the Notes and the
Guarantees may be executed and delivered by facsimile, electronic mail (including pdf) or any electronic signature complying with the U.S. Federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method
and any counterpart so delivered shall be deemed to have been duly and validly executed and delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law. Each of the parties hereto represents and warrants
to the other parties that it has the capacity and authority to execute this Supplemental Indenture, the Notes and the Guarantees through electronic means. 

Section 2.06.     Severability. 

In case any one or more of the provisions contained in this Supplemental Indenture or in the Notes shall for any reason be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Supplemental Indenture or of the Notes. 

[Signature Pages Follow] 

  
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 SIGNATURES 

IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed, all as of the date first above written. 

 

			
	D.R. HORTON, INC.
		
	By:	 	 /s/ Bill. W. Wheat

		 	Bill W. Wheat
		 	Executive Vice President and Chief Financial Officer



  
 [Signature Page to Fifth
Supplemental Indenture] 













 EXISTING GUARANTORS: 

 

			
	C. RICHARD DOBSON BUILDERS, INC.	  	CH INVESTMENTS OF TEXAS, INC.
	CHTEX OF TEXAS, INC.	  	CONTINENTAL HOMES, INC.
	CONTINENTAL RESIDENTIAL, INC. 	  	D.R. HORTON, INC. - BIRMINGHAM 
	D.R. HORTON, INC. -CHICAGO 	  	D.R. HORTON, INC. - DIETZ-CRANE
	D.R. HORTON, INC. - GREENSBORO	  	D.R. HORTON, INC. - GULF COAST
	D.R. HORTON, INC. - HUNTSVILLE	  	D.R. HORTON, INC. - JACKSONVILLE
	D.R. HORTON, INC. - LOUISVILLE	  	D.R. HORTON, INC. - MIDWEST
	D.R. HORTON, INC. - MINNESOTA	  	D.R. HORTON, INC. - NEW JERSEY
	D.R. HORTON, INC. - PORTLAND	  	D.R. HORTON, INC. - TORREY
	D.R. HORTON BAY, INC.	  	D.R. HORTON CA2, INC. 
	D.R. HORTON CA3, INC.	  	D.R. HORTON CRUCES CONSTRUCTION, INC.
	D.R. HORTON LA NORTH, INC.	  	D.R. HORTON LOS ANGELES HOLDING COMPANY, INC.
	D.R. HORTON MATERIALS, INC. 	  	D.R. HORTON VEN, INC. 
	DRH CONSTRUCTION, INC. 	  	DRH PHOENIX EAST CONSTRUCTION, 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. 
	KDB HOMES, INC. 	  	MEADOWS I, LTD.
	MEADOWS II, LTD.	  	MEADOWS VIII, LTD. 
	MEADOWS IX, INC. 	  	MEADOWS X, INC. 
	MELODY HOMES, INC. 	  	SCHULER HOMES OF ARIZONA LLC
	SCHULER HOMES OF CALIFORNIA, INC. 	  	SCHULER HOMES OF OREGON, INC. 
	SCHULER HOMES OF WASHINGTON, INC.	  	SHA CONSTRUCTION LLC
	SHLR OF CALIFORNIA, INC. 	  	SHLR OF NEVADA, INC. 
	SHLR OF WASHINGTON, INC. 	  	SRHI LLC
	SSHI LLC	  	VERTICAL CONSTRUCTION CORPORATION
	WESTERN PACIFIC HOUSING, INC.	  	WESTERN PACIFIC HOUSING MANAGEMENT, INC. 

  

			
	By:	 	 /s/ Bill. W. Wheat

	Name:	 	Bill W. Wheat
	Title:	 	Executive Vice President and Chief Financial Officer



  
 [Signature Page to Fifth
Supplemental Indenture Agreement] 













 
			
	  CONTINENTAL HOMES OF TEXAS, L.P.
		
	By:	 	 CHTEX of Texas, Inc.
 as General
Partner

		
	By:	 	 /s/ Bill. W. Wheat

	Name:	 	Bill W. Wheat
	Title:	 	Executive Vice President and Chief Financial Officer



  
 [Signature Page to Fifth
Supplemental Indenture] 













 
			
	  D.R. HORTON - CROWN, LLC
	  D.R. HORTON - GEORGIA, LLC
	  D.R. HORTON - HIGHLAND, LLC
	  D.R. HORTON – IOWA, LLC
	  D.R. HORTON - NEBRASKA, LLC
	  D.R. HORTON - REGENT, LLC
	  D.R. HORTON - TERRAMOR, LLC
	  D.R. HORTON – WPH, LLC
	  D.R. HORTON SERENITY CONSTRUCTION, LLC
	  DRH REGREM XLV, LLC
	  DRH REGREM XLVI, LLC
	  DRH REGREM XLVII, LLC
	  DRH REGREM XLVIII, LLC
	  DRH REGREM XLIX, LLC
	  DRH REGREM L, LLC
	  DRH REGREM LI, LLC
	  DRH REGREM LII, LLC
	  DRH REGREM LIII, LLC
	  DRH REGREM LIV, LLC
	  DRH REGREM LV, LLC
		
	By:	 	 D.R. Horton, Inc.
 as Sole
Member

		
	By:	 	 /s/ Bill. W. Wheat

	Name:	 	Bill W. Wheat
	Title:	 	Executive Vice President and Chief Financial Officer



  
 [Signature Page to Fifth
Supplemental Indenture] 













 
			
	  DRH CAMBRIDGE HOMES, LLC
		
	By:	 	 D.R. Horton, Inc. - Chicago
 as Sole
Member

		
	By:	 	 /s/ Bill. W. Wheat

	Name:	 	Bill W. Wheat
	Title:	 	Executive Vice President and Chief Financial Officer


  

			
	  D.R. HORTON - EMERALD, LTD.
	  D.R. HORTON - TEXAS, LTD.
	  D.R. HORTON MANAGEMENT COMPANY, LTD.
	  DRH REGREM VII, LP
	  DRH REGREM XII, LP
		
	By:	 	 Meadows I, Ltd.
 as General
Partner

		
	By:	 	 /s/ Bill. W. Wheat

	Name:	 	Bill W. Wheat
	Title:	 	Executive Vice President and Chief Financial Officer
	
	  D.R. HORTON HAWAII LLC
		
	By:	 	 Vertical Construction Corporation
 as
Manager

		
	By:	 	 /s/ Bill. W. Wheat

	Name:	 	Bill W. Wheat
	Title:	 	Executive Vice President and Chief Financial Officer



  
 [Signature Page to Fifth
Supplemental Indenture] 













 
			
	  D.R. HORTON CA4, LLC
		
	By:	 	Western Pacific Housing, Inc.
		 	  as Sole Member
		
	By:	 	 /s/ Bill. W. Wheat

	Name:	 	Bill W. Wheat
	Title:	 	Executive Vice President and Chief Financial Officer
	
	  SGS COMMUNITIES AT GRANDE QUAY L.L.C.
		
	By:	 	 Meadows IX, Inc.
 as
Member

		
	By:	 	 /s/ Bill. W. Wheat

	Name:	 	Bill W. Wheat
	Title:	 	Executive Vice President and Chief Financial Officer
		
	and	 	
		
	By:	 	 Meadows X, Inc.
 as
Member

		
	By:	 	 /s/ Bill. W. Wheat

	Name:	 	Bill W. Wheat
	Title:	 	Executive Vice President and Chief Financial Officer
	
	   LEXINGTON HOMES – DRH, LLC

  PACIFIC RIDGE - DRH, LLC

		
	By:	 	 SHLR of Washington, Inc.,
 as Sole
Member

		
	By:	 	 /s/ Bill. W. Wheat

	Name:	 	Bill W. Wheat
	Title:	 	Executive Vice President and Chief Financial Officer



  
 [Signature Page to Fifth
Supplemental Indenture] 













 
			
	 HPH HOMEBUILDERS 2000 L.P.

	 WESTERN PACIFIC HOUSING-ANTIGUA,
LLC

	 WESTERN PACIFIC HOUSING-BROADWAY,
LLC

	 WESTERN PACIFIC HOUSING-CANYON
PARK, 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-LOMAS
VERDES, LLC

	 WESTERN PACIFIC
HOUSING-MCGONIGLE CANYON, LLC

	 WESTERN PACIFIC HOUSING - MOUNTAINGATE,
L.P.

	 WESTERN PACIFIC HOUSING-NORCO
ESTATES, LLC

	 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-RIVER
RIDGE, LLC

	 WESTERN PACIFIC HOUSING-TERRA
BAY DUETS, LLC

	 WESTERN PACIFIC HOUSING-TORREY
MEADOWS, LLC

	 WESTERN PACIFIC HOUSING-TORREY
VILLAGE CENTER, LLC

	 WESTERN PACIFIC HOUSING-WINDEMERE,
LLC

	 WPH-CAMINO RUIZ,
LLC

		
	By:	 	Western Pacific Housing Management, Inc.
		 	as Manager, Managing Member and General Partner, as applicable
		
	By:	 	 /s/ Bill. W. Wheat

	Name:	 	Bill W. Wheat
	Title:	 	Executive Vice President and Chief Financial Officer
	
	  D.R. HORTON - CHAUSTIN, LLC
		
	By:	 	 Continental Homes of Texas, L.P.,
 as
Sole Member

		
	By:	 	 CHTEX of Texas, Inc.
 as General
Partner

		
	By:	 	 /s/ Bill. W. Wheat

	Name:	 	Bill W. Wheat
	Title:	 	Executive Vice President and Chief Financial Officer
	
	  D.R. HORTON - INDIANA, LLC
		
	By:	 	 D.R. Horton, Inc. – Midwest,
 its
Member

		
	By:	 	 /s/ Bill. W. Wheat

	Name:	 	Bill W. Wheat
	Title:	 	Executive Vice President and Chief Financial Officer



  
 [Signature Page to Fifth
Supplemental Indenture] 













 
			
	   D.R. HORTON -
COLORADO, LLC

	   D.R. HORTON - WYOMING,
LLC

		
	By:	 	 Melody Homes, Inc.,
 its Member

		
	 By:
	 	 /s/ Bill. W. Wheat

	 Name:
	 	Bill W. Wheat
	 Title:
	 	Executive Vice President and Chief Financial Officer
	
	   DRH - HWY 114, LLC

	   D.R. HORTON - CORPUS
CHRISTI, LLC

	   D.R. HORTON - PERMIAN,
LLC

		
	By:	 	 D.R. Horton – Texas, Ltd.,

its Member

		
	By:	 	 Meadows I, Ltd.,

its General Partner

		
	 By:
	 	 /s/ Bill. W. Wheat

	 Name:
	 	Bill W. Wheat
	 Title:
	 	Executive Vice President and Chief Financial Officer
	
	   WALKER DRIVE, LLC

		
	By:	 	 D.R. Horton BAY, Inc.
 its
Member

		
	 By:
	 	 /s/ Bill. W. Wheat

	 Name:
	 	Bill W. Wheat
	 Title:
	 	Executive Vice President and Chief Financial Officer



  
 [Signature Page to Fifth
Supplemental Indenture] 













 
					
	 ADDITIONAL GUARANTORS:

	
	  DRH REGREM LVI, LLC
	  DRH REGREM LVII, LLC
	  DRH REGREM LVIII, LLC
	  DRH REGREM LIX, LLC
	  DRH REGREM LX, LLC
	  DRH REGREM LXI, LLC
	  DRH REGREM LXII, LLC
	  DRH REGREM LXIII, LLC
	  DRH REGREM LXIV, LLC
	  DRH REGREM LXV, LLC
		
	 By:
	 	 D.R. Horton, Inc.,

		 	 its Sole Member

			
		 	 By:
	 	 /s/ Bill. W. Wheat

		 		 	 Bill W. Wheat

		 		 	Executive Vice President and Chief Financial Officer



  
 [Signature Page to Fifth
Supplemental Indenture] 














			
	 TRUIST BANK,

as Trustee

		
	By:	 	 /s/ Gregory Yanok

		 	Name: Gregory Yanok
		 	Title: Vice President


  
 [Signature Page to Fifth
Supplemental Indenture]