TOL-2012.4.30-10Q-Ex.4.2




EXHIBIT 4.2


THIS THIRD SUPPLEMENTAL INDENTURE, dated as of April 27, 2012 by and among the parties listed on Schedule A hereto (each a “Surviving Guarantor” and collectively, the “Surviving Guarantors”) and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”). RECITALS
WHEREAS, in connection with the mergers of certain Guarantors (each a "Merged Guarantor" as listed on Schedule B hereto) with and into the Surviving Guarantors appearing next to such Merged Guarantors on Schedule B hereto, each of the Surviving Guarantors is executing and delivering this Third Supplemental Indenture to affirm its obligations under the Indenture (as defined on Exhibit A attached hereto) pursuant to Section 5.01 thereof; and 
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 herein (including Exhibit A attached hereto) shall have the meanings ascribed to them in the Indenture.
Section 2.    Joinder.  Each Surviving Guarantor agrees that by its entering into this Third Supplemental Indenture, such Surviving Guarantor hereby ratifies, approves and confirms in all respects its obligations under the Original Indenture both in its own capacity and as successor to its respective Merged Guarantor.
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 Surviving Guarantor shall bind each such Surviving 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.
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 SURVIVING GUARANTORS NAMED ON

	 
	SCHEDULE A HERETO, as Guarantors

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ JOSEPH R. SICREE

	 
	 
	Name: Joseph R. Sicree

	 
	 
	Title: Designated Office

	 
	 
	 




	
			
	THE BANK OF NEW YORK MELLON,

	as Trustee
	 

	 
	 
	 

	 
	 
	 

	By:
	/s/ Mary Miselis
	 

	 
	Name: Mary Miselis
	 

	 
	Title: Vice President
	 

	 
	 
	 















SCHEDULE A
Surviving Guarantor


	
	
	First Brandywine Investment Corp. IV


Toll Holdings, Inc.

	

Toll Mid-Atlantic LP Company, Inc.

	

Toll Midwest LLC

	

Toll Southwest LLC

	

Toll West Coast LLC

	

Toll FL GP Corp.

	

Toll Peppertree, Inc.

	

Toll CA II, L.P.

	

Toll CT Limited Partnership 

	

Toll FL Limited Partnership

	

Toll MA Land Limited Partnership

	

Toll Land V Limited Partnership

	

Toll PA, L.P.

	

Wilson Concord, L.P.

	

Toll VA, L.P.

	

Toll Northeast LP Company, Inc.

	 

	 

	 













SCHEDULE B 
List of Mergers


	
		
	MERGING GUARANTORS
	SURVIVING GUARANTORS

	First Brandywine Finance Corp.
	First Brandywine Investment Corp. IV

	Toll Brothers Canada USA, Inc.
	Toll Holdings, Inc.

	Toll Philmont Corporation
	Toll Holdings, Inc.

	Warren Chase, Inc.
	Toll Mid-Atlantic LP Company, Inc.

	Toll Midwest LP Company, Inc.
	Toll Midwest LLC

	Toll Southwest LP Company, Inc.
	Toll Southwest LLC

	Toll Westcoast LP Company, Inc.
	Toll West Coast LLC

	Toll FL GP II Corp.
	Toll FL GP Corp.

	Toll Manhattan I, Inc.
	Toll Peppertree, Inc.

	Estates at Summit Chase, L.P.
	Toll CA II, L.P.

	Toll Land Limited Partnership
	Toll CT Limited Partnership

	Toll East Naples Limited Partnership
	Toll FL Limited Partnership

	Toll FL IX Limited Partnership
	Toll FL Limited Partnership

	Eagle Farm Limited Partnership
	Toll MA Land Limited Partnership

	Kensington Woods Limited Partnership
	Toll MA Land Limited Partnership

	Somers Chase, L.P.
	Toll Land V Limited Partnership

	Buckingham Woods, L.P.
	Toll PA, L.P.

	Rose Hollow Crossing Associates
	Toll PA, L.P.

	Toll Bros. of Tennessee, L.P.
	Wilson Concord, L.P.

	Fairfax Station Hunt, L.P.                
	Toll VA, L.P.

	Toll DE X II LLC
	Toll Northeast LP Company, Inc.











EXHIBIT A


For purposes of this Third Supplemental Indenture, that certain Indenture, dated as of April 27, 2009 (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 $400,000,000 aggregate principal amount of 8.910% Senior Notes due 2017 (the “8.910% 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 April 27, 2009; (ii) the Authorizing Resolutions, related to the issuance of $250,000,000 aggregate principal amount of 6.750% Senior Notes due 2019 (the “6.750% 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 22, 2009; (ii) the First Supplemental Indenture dated October 27, 2011 (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; (iv) the Second Supplemental Indenture dated as of November 1, 2011 (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; and as may be further supplemented (including by this Third Supplemental Indenture) and/or amended.