Exhibit






Exhibit 4.19
THIS THIRTEENTH SUPPLEMENTAL INDENTURE, dated as of October 31, 2016 by and among TOLL BROTHERS FINANCE CORP. (the “Issuer”), 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”).
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 Thirteenth Supplemental Indenture to affirm its obligations under the Indenture (as defined on Exhibit A attached hereto) pursuant to Sections 5.01 and 10.01(1) thereof; 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.Definitions.  Capitalized terms used in this Thirteenth 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 Thirteenth 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 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 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 Thirteenth 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 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 7.    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 8.    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 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 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.
	
			
	 
	TOLL BROTHERS FINANCE CORP.,

	 
	as Issuer

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Joseph R. Sicree

	 
	 
	Name: Joseph R. Sicree

	 
	 
	Title: Senior Vice President

	 
	 
	 

	 
	 
	 

	 
	THE SURVIVING GUARANTORS NAMED ON

	 
	SCHEDULE A HERETO, 

	 
	as Guarantors

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Joseph R. Sicree

	 
	 
	Name: Joseph R. Sicree

	 
	 
	Title: Designated Officer




	
			
	THE BANK OF NEW YORK MELLON,

	as Trustee
	 

	 
	 
	 

	 
	 
	 

	By:
	/s/ Laurence J. O'Brien
	 

	 
	Name: Laurence J. O'Brien
	 

	 
	Title: Vice President
	 

	 
	 
	 








- 2 -    





SCHEDULE A


SURVIVING GUARANTORS




51 N. 8th Street L.P.
110-112 Third Ave. Realty Corp.
Belmont Land, L.P.
Fairway Valley, Inc.
First Brandywine Investment Corp. IV
MA Limited Land Corporation
Toll Bros., Inc.
Toll CA, L.P.
Toll FL III Limited Partnership
Toll IL HWCC, L.P.
Toll Land X Limited Partnership
Toll MD Limited Partnership
Toll MD III Limited Partnership
Toll Mid-Atlantic LP Company, Inc.
Toll Midwest LLC
Toll NJ IV, L.P.
Toll Northeast LP Company, Inc.
Toll Peppertree, Inc.
Toll RI GP Corp.
Toll Southeast LP Company, Inc.
Toll VA Member Two, Inc.
Toll West Coast LLC






- 3 -    







SCHEDULE B


LIST OF MERGERS


MERGING GUARANTORS    SURVIVING GUARANTORS


Arizona LLC to be merged    Arizona LLC will be merged into


C.B.A.Z. Construction Company LLC    Toll VA Member Two, Inc.


California LP to be merged    California LP will be merged into


Toll YL, L.P.    Toll West Coast LLC


California LLCs to be merged    California LLCs to be merged into


Golf I Country Club Estates at    Toll CA, L.P.
Moorpark LLC


Golf II Country Club Estates at    Toll CA, L.P.
Moorpark LLC


Paramount Village LLC    Toll West Coast LLC


Delaware LLCs to be merged    Delaware LLCs to be merged into


C.B.A.Z. Holding Company LLC    Toll VA Member Two, Inc.


First Brandywine LLC III    First Brandywine Investment Corp. IV


First Brandywine LLC IV    First Brandywine Investment Corp. IV


Florida LPs to be merged    Florida LPs will be merged into


TBI/Naples Limited Partnership    Toll Southeast LP Company, Inc.


Toll Livingston at Naples Limited Partnership    Toll Southeast LP Company, Inc.


Florida LLCs to be merged    Florida LLCs to be merged into


Lighthouse Point Land Company LLC    Toll FL III Limited Partnership


Toll Realty LLC    Toll Bros., Inc.


Illinois LLC to be merged    Illinois LLC to be merged into


Hawthorn Woods Country Club II LLC    Toll IL HWCC, L.P.




- 4 -    





MERGING GUARANTORS    SURVIVING GUARANTORS


MD LLCs to be merged    MD LLCs will be merged into        


2301 Fallston Road LLC    Toll MD Limited Partnership


Arthur’s Woods LLC    Toll MD Limited Partnership


Longmeadow Properties LLC    Toll MD III Limited Partnership


Phillips Drive LLC    Toll MD III Limited Partnership


MA LP to be merged    MA LP will be merged into


Huckins Farm Limited Partnership    Toll Northeast LP Company, Inc.


MI LPs to be merged    MI LPs to be merged into


Toll at Honey Creek Limited Partnership    Toll Midwest LLC


Toll Northville Limited Partnership    Toll Midwest LLC


NH LP to be merged    NH LP will be merged into


Toll NH Limited Partnership    Toll Northeast LP Company, Inc.


NJ LPs to be merged    NJ LPs to be merged into


Estates at Rivers Edge, L.P.    MA Limited Land Corporation 


Greenwich Chase, L.P.    Toll Northeast LP Company, Inc.


West Amwell Limited Partnership    Fairway Valley, Inc.


NJ LLCs to be merged    NJ LLCs to be merged into


Regency at Mansfield I LLC    Toll NJ IV, L.P.


Regency at Mansfield II LLC    Toll NJ IV, L.P.


NY LP to be merged    NY LP to be merged into


51 N. 8th Street L.P.    Toll Northeast LP Company, Inc.


NY LLCs to be merged    NY LLCs to be merged into


5-01 – 5-17 48th Avenue LLC    Toll Northeast LP Company, Inc.


5-01 – 5-17 48th Avenue II LLC    Toll Northeast LP Company, Inc.


- 5 -    





MERGING GUARANTORS    SURVIVING GUARANTORS


5-01 – 5-17 48th Avenue GC LLC    51 N. 8th Street L.P.


5-01 – 5-17 48th Avenue GC II LLC    51 N. 8th Street L.P.


51 N. 58th Street GC LLC    51 N. 8th Street L.P.


51 N. 8th Street GC II LLC    51 N. 8th Street L.P.


51 N. 8th Street I LLC    Toll Peppertree, Inc.


110-112 Third Ave. GC LLC    110-112 Third Ave. Realty Corp.


110-112 Third Ave. GC II LLC    110-112 Third Ave. Realty Corp.


OH LP to be merged    OH LP to be merged into


Toll Land XXVI Limited Partnership    Toll Midwest LLC


PA LP to be merged    PA LP to be merged into


Blue Bell Country Club, L.P.    Toll Mid-Atlantic LP Company, Inc.


RI LLC to be merged    RI LLC to be merged into


Toll Vanderbilt I LLC    Toll RI GP Corp.


TN LP to be merged    TN LP to be merged into


Wilson Concord, L.P.    Toll Bros., Inc.


VA LPs to be merged    VA LPs to be merged into


Farmwell Hunt, L.P.    Toll Mid-Atlantic LP Company, Inc.


Great Falls Hunt, L.P.    Toll Mid-Atlantic LP Company, Inc.


VA LLCs to be merged    VA LLCs to be merged into


The Ridges at Belmont Country Club I LLC    Belmont Land, L.P.


The Ridges at Belmont Country Club II LLC    Belmont Land, L.P.


Prince William Land I LLC    Toll Land X Limited Partnership


Prince William Land II LLC    Toll Land X Limited Partnership


- 6 -    





EXHIBIT A


For purposes of this Thirteenth Supplemental Indenture, the term “Indenture” shall mean that certain Indenture, dated as of April 20, 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; (iii) 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; (v) the Third Supplemental Indenture dated as of April 27, 2012 (the “Third Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Third Supplemental Indenture, affirmed their obligation as Guarantors) and the Trustee; (vi) the Fourth Supplemental Indenture dated as of April 30, 2013 (the “Fourth Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Fourth Supplemental Indenture, affirmed their obligation as Guarantors) and the Trustee; (vii) the Fifth Supplemental Indenture dated as of April 30, 2014 (the “Fifth Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Fifth Supplemental Indenture, affirmed their obligation as Guarantors) and the Trustee; (viii) the Sixth Supplemental Indenture dated as of July 31, 2014 (the “Sixth Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Sixth Supplemental Indenture, affirmed their obligation as Guarantors) and the Trustee; (ix) the Seventh Supplemental Indenture dated as of October 31, 2014 (the “Seventh Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Seventh Supplemental Indenture, affirmed their obligation as Guarantors) and the Trustee; (x) the Eighth Supplemental Indenture dated as of January 30, 2015 (the “Eighth Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Eighth Supplemental Indenture, affirmed their obligation as Guarantors) and the Trustee; (xi) the Ninth Supplemental Indenture dated as of April 30, 2015 (the “Ninth Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Ninth Supplemental Indenture, affirmed their obligation as Guarantors) and the Trustee; (xii) the Tenth Supplemental Indenture dated as of October 30, 2015 (the “Tenth Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Tenth Supplemental Indenture, affirmed their obligation as Guarantors) and the Trustee; (xiii) the Eleventh Supplemental Indenture dated as of January 29, 2016 (the “Eleventh Supplemental Indenture”), by and between the party listed on Schedule A thereto (who, pursuant to such Eleventh Supplemental Indenture, affirmed its obligations as a Guarantor) and the Trustee; the Twelfth Supplemental Indenture dated as of April 29, 2016 (the “Twelfth Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Twelfth Supplemental Indenture, affirmed their obligations as Guarantors) and the Trustee; and as may be further supplemented (including by this Thirteenth Supplemental Indenture) and/or amended. 


- 7 -