EXHIBIT 4.1
THIRD SUPPLEMENTAL INDENTURE, dated as of January 26, 2004, by and
among the parties listed on Schedule A hereto (each an "Additional Guarantor"
and collectively, the "Additional Guarantors") and J.P. MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION, as successor to BANK ONE TRUST COMPANY, NATIONAL
ASSOCIATION, as trustee (the "Trustee").
RECITALS
WHEREAS, in connection with the issuance of $300,000,000 aggregate
principal amount of 6.875% Senior Notes due 2012 (the "6.875% Senior Notes") by
Toll Brothers Finance Corp. (the "Issuer") and the issuance of related
guarantees by Toll Brothers, Inc. (the "Company") and the other Guarantors, the
Issuer, the Company and the other Guarantors executed and delivered to the
Trustee an Indenture dated as of November 22, 2002 (the "Original Indenture"),
as supplemented by (i) the Authorizing Resolutions attached as Exhibit A to the
Joint Action of the Persons Authorized to Act on Behalf of Each of Toll Brothers
Finance Corp., Toll Brothers, Inc. and Each of the Entities listed on Schedule I
thereto dated as of November 22, 2002 (the "6.875% Authorizing Resolutions") and
(ii) the First Supplemental Indenture dated May 1, 2003 (the "First Supplemental
Indenture"), by and among the parties listed on Schedule A thereto (who,
pursuant to such First Supplemental Indenture, thereby became Guarantors) and
the Trustee;
WHEREAS, in connection with the issuance of $250,000,000 aggregate
principal amount of 5.95% Senior Notes due 2013 (the "5.95% Senior Notes") by
the Issuer and the issuance of related guarantees by the Company and the other
Guarantors, the Original Indenture, as supplemented by the 6.875% Authorizing
Resolutions and the First Supplemental Indenture, was further supplemented by
(i) the Authorizing Resolutions attached as Exhibit A to the Joint Action of the
Persons Authorized to Act on Behalf of Each of Toll Brothers Finance Corp., Toll
Brothers, Inc. and Each of the Entities listed on Schedule I thereto dated as of
September 3, 2003 (the "5.95% Authorizing Resolutions") and (ii) the Second
Supplemental Indenture dated November 3, 2003 (the "Second Supplemental
Indenture"), by and among the parties listed on Schedule A thereto (who,
pursuant to such Second Supplemental Indenture, thereby became Guarantors) and
the Trustee (the Original Indenture, as supplemented and/or amended by the
6.875% Authorizing Resolutions, the First Supplemental Indenture, the 5.95%
Authorizing Resolutions and the Second Supplemental Indenture, and as may be
further supplemented (including by this Third Supplemental Indenture) and/or
amended, is hereinafter referred to as the "Indenture");
WHEREAS, Section 4.04 of the Indenture provides that if in accordance
with the provisions of the Bank Credit Facilities the Company adds, or causes to
be added, any Subsidiary that was not a Guarantor at the time of execution of
the Original Indenture as a guarantor under the Bank Credit Facilities, such
Subsidiary shall contemporaneously become a Guarantor under the Indenture;
WHEREAS, desiring to become a Guarantor under the Indenture, each of
the Additional Guarantors is executing and delivering this Third Supplemental
Indenture;
WHEREAS, the consent of Holders to the execution and delivery of this
Third Supplemental Indenture is not required, and all other actions required to
be taken under the Indenture with respect to this Third Supplemental Indenture
have been taken.
NOW, THEREFORE IT IS AGREED:
Section 1. Definitions. Capitalized terms used in this Third
Supplemental Indenture and not otherwise defined shall have the meanings
ascribed to them in the Indenture.
Section 2. Joinder. Each Additional Guarantor agrees that by its
entering into this Third Supplemental Indenture it hereby unconditionally
guarantees all of the Issuer's obligations under (i) the 6.875% Senior Notes,
(ii) the 5.95% Senior Notes, (iii) any other Securities of any Series that has
the benefit of Guarantees of other Subsidiaries of the Company and (iv) the
Indenture (as it relates to all such Series) on the terms set forth in the
Indenture, as if each such Additional Guarantor was a party to the Original
Indenture.
Section 3. Ratification of Indenture. This Third Supplemental Indenture
is executed and shall be construed as an indenture supplemental to the
Indenture, and as supplemented and modified hereby, the Indenture is in all
respects ratified and confirmed, and the Indenture and this Third Supplemental
Indenture shall be read, taken and construed as one and the same instrument.
Section 4. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.
Section 5. Successors and Assigns. All covenants and agreements in this
Third Supplemental Indenture by each Additional Guarantor shall bind each such
Additional Guarantor's successors and assigns, whether so expressed or not.
Section 6. Separability Clause. In case any one or more of the
provisions contained in this Third Supplemental Indenture shall for any reason
be held to be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
Section 7. Governing Law. This Third Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York.
This Third Supplemental Indenture is subject to the provisions of the TIA, that
are required to be part of this Third Supplemental Indenture and shall, to the
extent applicable, be governed by such provisions.
Section 8. Counterparts. This Third Supplemental Indenture may be
executed in any number of counterparts, and each of such counterparts shall for
all purposes be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument.
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Section 9. Role of Trustee. The recitals contained herein shall be
taken as the statements of the Company, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Third Supplemental Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed as of the date first above written.
THE ADDITIONAL GUARANTORS NAMED ON SCHEDULE A HERETO,
as Guarantors
By: Joseph R. Sicree
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Name: Joseph R. Sicree
Title: Designated Officer
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
By: Nan Packard
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Name: Nan L. Packard
Title: Authorized Officer
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SCHEDULE A
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Toll MD Builder Corp.
Toll Plaza, LLC
Hawthorn Woods Country Club I LLC
Hawthorn Woods Country Club II LLC
SRH Investments I, LLC
SRH Investments II, LLC
Toll FL I, LLC
Lighthouse Point Land Company, LLC
Component Systems I, LLC
Component Systems II, LLC
South Riding Amberlea LP
South Riding Partners Amberlea LP
Toll Cliffs LP
Toll Jacksonville Limited Partnership
Toll MD Builder I, L.P.
Toll Park LP
Toll Plaza, LP
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