Prepared and Filed by St Ives Financial



THIS THIRTEENTH SUPPLEMENTAL INDENTURE, dated as of  JULY 31, 2006, 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”). Capitalized terms used in this Thirteenth Supplemental Indenture and not otherwise defined herein (including terms used on Exhibit A attached hereto) shall
have the meanings ascribed to them in the Indenture (as defined on Exhibit A attached hereto).


RECITALS


WHEREAS, Section 4.04 of the Indenture 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 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 Thirteenth Supplemental Indenture; and 


WHEREAS, the consent of Holders to the execution and delivery of this Thirteenth Supplemental Indenture is not required, and all other actions required to be taken under the Indenture with respect to this Thirteenth Supplemental Indenture have been taken.


NOW, THEREFORE IT IS AGREED:


Section 1.  Joinder. Each Additional Guarantor agrees that by its entering into this Thirteenth 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 2. Ratification of Indenture. This Thirteenth 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 Thirteenth Supplemental Indenture shall be read, taken and construed as one and the same instrument.


Section 3. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.


Section 4. Successors and Assigns. All covenants and agreements in this Thirteenth Supplemental Indenture by each Additional Guarantor shall bind each such Additional Guarantor’s successors and assigns, whether so expressed or not.





 










 


Section 5. Separability Clause. In case any one or more of the provisions contained in this Thirteenth  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 6. Governing Law. This Thirteenth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. This Thirteenth Supplemental Indenture is subject to the provisions of the TIA that are required to be part of this Thirteenth Supplemental Indenture and shall, to the extent applicable, be governed by such provisions.


Section 7. Counterparts. This Thirteenth 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 8. 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 Thirteenth Supplemental Indenture.


IN WITNESS WHEREOF, the parties hereto have caused this Thirteenth 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

      
	
         

      	
         

      	
         

      	
        
        


      
	
         

      	
         

      	
        Name: Joseph
          R. Sicree

      
	
         

      	
         

      	

        Title: Designated
          Officer

      







 






  	
        J.P.
          MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,

          as Trustee

      
	
        

          

          By:

      	
        

          George N. Reaves

      	
         

      	
         

      	
        
        

      
	 	
        

      	 	 	 
	
        Name: George
          N. Reaves

      	
         

      	
         

      	
         

      
	

        Title: Vice
          President

      	
         

      	
         

      	
         

      












 












SCHEDULE
  A

 


  	
        Company
          Name

      	
        General
          Partner/Member

      
	 	 
	
        Toll
          CA XVII, L.P.

      	
        Toll
          CA GP Corp.

      
	
        Toll
          MD X Land Limited Partnership

      	
        Toll
          Land Corp. NO. 43

      
	
        Toll
          NC II L.P.

      	
        Toll
          NC GP Corp.

      
	
        Toll
          NJ XI, L.P.

      	
        Toll
          Land Corp. NO. 10

      
	
        Toll
          Morgan Street LLC

      	
        Toll
          NJ XI, L.P.

      












 









EXHIBIT A


For purposes of this Thirteenth 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; (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; (xiii) the Ninth Supplemental Indenture, dated as of June 6, 2005 (the
“Ninth Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Ninth Supplemental Indenture, thereby became Guarantors) and the Trustee; (xiv) the Tenth  Supplemental Indenture, dated as of August 1, 2005 (the “Tenth Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Tenth Supplemental Indenture, thereby became Guarantors); (xv) the Eleventh Supplemental Indenture, dated as of January 31, 2006 (the “Eleventh Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Eleventh Supplemental Indenture, thereby became Guarantors); and (xvi) the Twelfth Supplemental
Indenture, dated as of April 30, 2006 (the “Twelfth Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Twelfth Supplemental Indenture, thereby became Guarantors) and the Trustee, and as may be further supplemented (including by this Thirteenth Supplemental Indenture) and/or amended.