EX-4.4



 EXHIBIT 4.4 
 THIS SECOND 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 trustee (the “Trustee”). Capitalized terms used in this First 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 Second Supplemental Indenture; and 
 WHEREAS, the consent of Holders to the execution and
delivery of this Second Supplemental Indenture is not required, and all other actions required to be taken under the Indenture with respect to this Second Supplemental Indenture have been taken. 

NOW, THEREFORE IT IS AGREED: 
 Section 1. Joinder. Each Additional Guarantor agrees that by its entering into this Second Supplemental Indenture it hereby unconditionally guarantees all of the Issuer’s obligations
under (i) the 8.91% Senior Notes, (ii) the 6.75% Senior Notes, (iii) any other Securities of any Series that has the benefit of Guarantees of other Subsidiaries of the Company, and (ii) 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 Second 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 Second 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 First 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 SecondSupplemental
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 Second Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York. This Second Supplemental Indenture is subject to the provisions of the TIA that are required to be part of this Second Supplemental Indenture and shall, to the extent
applicable, be governed by such provisions. 
 Section 7. Counterparts. This Second 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 Second Supplemental Indenture. 
 IN WITNESS WHEREOF, the parties hereto have caused this Second 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 Second 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 8.91% Senior Notes due 2017 (the “8.91% 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 20, 2009;
(ii) the Authorizing Resolutions, related to the issuance of $250,000,000 aggregate principal amount of 6.75% Senior Notes due 2019 (the "6.75% 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; and (iii) the First Supplemental Indenture, dated as of 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; and as may be further supplemented (including by this Second Supplemental Indenture) and/or amended.