EX-4.2



 EXHIBIT 4.2 
 THIS NINETEENTH SUPPLEMENTAL INDENTURE, dated as of NOVEMBER 1, 2011, by and among the parties listed on Schedule A hereto (each an “Additional Guarantor” and collectively,
the “Additional Guarantors”) and THE BANK OF NEW YORK MELLON, as successor to J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION and BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (the “Trustee”). Capitalized
terms used in this Nineteenth 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
Nineteenth Supplemental Indenture; and 
 WHEREAS, the consent of Holders to the execution and delivery of this
Nineteenth Supplemental Indenture is not required, and all other actions required to be taken under the Indenture with respect to this Nineteenth Supplemental Indenture have been taken. 

NOW, THEREFORE IT IS AGREED: 
 Section 1. Joinder. Each Additional Guarantor agrees that by its entering into this Nineteenth 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 Nineteenth 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 Nineteenth 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 Nineteenth 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 Nineteenth 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 Nineteenth Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York. This Nineteenth Supplemental Indenture is subject to the provisions of the TIA that are required to be part of this Nineteenth h Supplemental Indenture and shall, to the
extent applicable, be governed by such provisions. 
 Section 7. Counterparts. This Nineteenth 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 Nineteenth Supplemental Indenture. 
 IN WITNESS WHEREOF, the parties hereto have caused this Nineteenth Supplemental Indenture to be duly executed as of the date first above written. 

 

	
	 THE ADDITIONAL 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/ Mary Miselis 
 Name: Mary Miselis 
 Title: Vice President 







 SCHEDULE A 
 New Guarantors as of November 1, 2011 
  

			
	 	  	 State of Organization

	 Limited Liability Companies
	  	
	 1450 Washington LLC
	  	New Jersey
	 Hatboro Road Associates LLC
	  	Pennsylvania
	 PT Maxwell Holdings, LLC
	  	New Jersey
	 PT Maxwell, L.L.C.
	  	New Jersey
	 Toll CA I LLC
	  	California
	 Toll CA Note II LLC
	  	California
	 Toll FL IV LLC
	  	Florida
	 Toll Houston TX LLC
	  	Texas
	 Toll Lexington LLC
	  	New York
	 Toll MA I LLC
	  	Massachusetts
	 Toll MA II LLC
	  	Massachusetts
	 Toll NC I LLC
	  	North Carolina
	 Toll NC IV LLC
	  	North Carolina
	 Toll NC Note II LLC
	  	North Carolina
	 Toll NC Note LLC
	  	North Carolina
	 Toll TX Note LLC
	  	Texas
		
	 Partnerships
	  	
	 Toll CT III Limited Partnership
	  	Connecticut
	 Toll DE II LP
	  	Delaware
	 Toll FL X Limited Partnership
	  	Florida
	 Toll MD XI Limited Partnership
	  	Maryland
	 Toll NC III LP
	  	North Carolina
	 Toll NY II L.P.
	  	New York
	 Toll NY III L.P.
	  	New York
	 Toll NY IV L.P.
	  	New York
	 Toll PA XIV, L.P.
	  	Pennsylvania
	 Toll PA XV, L.P.
	  	Pennsylvania
	 Toll SC IV, L.P.
	  	South Carolina
	 Toll WA LP
	  	Washington
		
	 Corporations
	  	
	 Toll WA GP Corp.
	  	Washington








 EXHIBIT A 
 For purposes of this Nineteenth 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) and the Trustee; (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 the Trustee;
(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; (xvii) the Thirteenth Supplemental Indenture, dated as of July 31, 2006 (the “Thirteenth Supplemental Indenture”), by and among the parties listed on Schedule A thereto
(who, pursuant to such Thirteenth Supplemental Indenture, thereby became Guarantors) and the Trustee; (xviii) the Fourteenth Supplemental Indenture, dated as of October 31, 2006 (the “Fourteenth Supplemental Indenture”),
by and among the parties listed on Schedule A thereto (who, pursuant to such Fourteenth Supplemental Indenture, thereby became Guarantors) and the Trustee; (xix) the Fifteenth Supplemental Indenture, dated as of June 25, 2007 (the
“Fifteenth Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Fifteenth Supplemental Indenture, thereby became Guarantors) and the Trustee; (xx) the Sixteenth
Supplemental Indenture, dated as of June 27, 2007 (the “Sixteenth Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Sixteenth Supplemental Indenture, reaffirmed their
obligations under the Indenture) and the Trustee; (xxi) the Seventeenth Supplemental Indenture, dated as of January 31, 2008 (the “Seventeenth Supplemental Indenture”), by and among the parties listed on Schedule A
thereto (who, pursuant to such Seventeenth Supplemental Indenture, reaffirmed their obligations under the Indenture) and the Trustee; and (xxii) the Eighteenth Supplemental Indenture, dated as of October 27, 2011 (the “Eighteenth
Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Seventeenth Supplemental Indenture, reaffirmed their obligations under the Indenture) and the Trustee, and as may be further
supplemented (including by this Nineteenth Supplemental Indenture) and/or amended.