EXHIBIT 4.1
THIS NINTH SUPPLEMENTAL INDENTURE, dated as of June 6, 2005 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, Section 4.04 of the Indenture (as defined on Exhibit A
attached hereto) provides that if in accordance with the provisions of the Bank
Credit Facility 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 defined
on Exhibit A attached hereto) as a guarantor under the Bank Credit Facility,
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 Ninth Supplemental
Indenture; and
WHEREAS, the consent of Holders to the execution and delivery of this
Ninth Supplemental Indenture is not required, and all other actions required to
be taken under the Indenture with respect to this Ninth Supplemental Indenture
have been taken.
NOW, THEREFORE IT IS AGREED:
SECTION 1. DEFINITIONS. Capitalized terms used in this Ninth
Supplemental Indenture and not otherwise defined herein (including Exhibit A
attached hereto) shall have the meanings ascribed to them in the Indenture.
SECTION 2. JOINDER. Each Additional Guarantor agrees that by its
entering into this Ninth 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) the 4.95% Senior Notes, (iv) the 5.15% Senior
Notes, (v) any other Securities of any Series that has the benefit of Guarantees
of other Subsidiaries of the Company, and (vi) 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 Ninth 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 Ninth 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
Ninth 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 Ninth 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 Ninth Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York.
This Ninth Supplemental Indenture is subject to the provisions of the TIA that
are required to be part of this Ninth Supplemental Indenture and shall, to the
extent applicable, be governed by such provisions.
SECTION 8. COUNTERPARTS. This Ninth 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.
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 Ninth Supplemental Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this Ninth
Supplemental Indenture to be duly executed as of the date first above written.
THE ADDITIONAL GUARANTORS NAMED
ON SCHEDULE A HERETO, as Guarantors
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By: Joseph R. Sicree
Name: Joseph R. Sicree
Title: Designated Officer
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
By: Jennifer McCourt
Name: Jennifer McCourt
Title: Vice President
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SCHEDULE A
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CORPORATIONS
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110-112 THIRD AVE. REALTY CORP
PARTNERSHIPS GENERAL PARTNER
CHELLIS HILL LIMITED PARTNERSHIP FRANKLIN FARMS G.P., INC.
TOLL CA VIII, L.P. TOLL CA GP CORP.
TOLL MI V LIMITED PARTNERSHIP TOLL MI GP CORP.
TOLL NJ VII, L.P. TOLL LAND CORP. NO. 10
WATERFORD PRESERVE LP TOLL VA GP CORP.
LIMITED LIABILITY COMPANIES
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MEMBER(S)
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1500 GARDEN ST. LLC HOBOKEN LAND LP
TOLL VA GP CORP. AND TOLL
SOUTHEAST LP
TOLL STRATFORD LLC COMPANY
TOLL VANDERBILT I LLC TOLL RI GP CORP.
TOLL VANDERBILT II LLC TOLL RHODE ISLAND LP COMPANY, INC.
VANDERBILT CAPITAL LLC TOLL VANDERBILT I LLC AND
TOLL VANDERBILT II LLC
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EXHIBIT A
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For purposes of this Ninth Supplemental Indenture, the term "Indenture" shall
mean that certain Indenture dated as of November 22, 2002 (the "Original
Indenture") by and among Toll Brothers Finance Corp., Toll Brothers, Inc. as
Guarantor, the other Guarantors identified therein and the Trustee, as
supplemented by: (i) the Authorizing Resolutions, related to 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, 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; (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; (iii) the Authorizing Resolutions related to 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, 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; (iv) 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; (v) the Third
Supplemental Indenture dated January 26, 2004 (the "Third Supplemental
Indenture"), by and among the parties listed on Schedule A thereto (who,
pursuant to such Third Supplemental Indenture, thereby became Guarantors) and
the Trustee; (vi) the Fourth Supplemental Indenture dated March 1, 2004 (the
"Fourth Supplemental Indenture"), by and among the parties listed on Schedule A
thereto (who, pursuant to such Fourth Supplemental Indenture, thereby became
Guarantors) and the Trustee; (vii) the Authorizing Resolutions related to the
issuance of $300,000,000 aggregate principal amount of 4.95% Senior Notes due
2014 (the "4.95% Senior Notes") by the Issuer and the issuance of related
guarantees by the Company and the other Guarantors 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 March 9, 2004; (viii) the Fifth Supplemental Indenture dated
September 20, 2004 (the "Fifth Supplemental Indenture"), by and among the
parties listed on Schedule A thereto (who, pursuant to such Fifth Supplemental
Indenture, thereby became Guarantors) and the Trustee; (ix) the Sixth
Supplemental Indenture dated as of October 28, 2004 (the "Sixth Supplemental
Indenture"), by and among the parties listed on Schedule A thereto (who,
pursuant to such Sixth Supplemental Indenture, thereby became Guarantors) and
the Trustee; (x) the Seventh Supplemental Indenture dated as of October 31, 2004
(the "Seventh Supplemental Indenture"), by and among the parties listed on
Schedule A thereto (who, pursuant to such Seventh Supplemental Indenture,
thereby became Guarantors) and the Trustee; (xi) the Eighth Supplemental
Indenture dated as of January 31, 2005 (the "Eighth Supplemental Indenture"), by
and among the parties listed on Schedule A thereto (who, pursuant to such Eighth
Supplemental Indenture, thereby became Guarantors) and the Trustee, and (xii)
the Authorizing Resolutions related to the issuance of $300,000,000 aggregate
principal amount of 5.15% Senior Notes due 2015 (the "5.15% Senior Notes") by
the Issuer and the issuance of related guarantees by the Company and the other
Guarantors 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 May 26, 2005 and
as may be further supplemented (including by this Ninth Supplemental Indenture)
and/or amended.
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