Exhibit






Exhibit 4.1
THIS TWENTIETH SUPPLEMENTAL INDENTURE, dated as of April 13, 2018 by and among TOLL BROTHERS FINANCE CORP. (the “Issuer”), the party listed on Schedule A hereto (the “Surviving Guarantor”) 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 Guarantor appearing next to such Merged Guarantors on Schedule B hereto, the Surviving Guarantor is executing and delivering this Twentieth 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 Twentieth Supplemental Indenture is not required, and all other actions required to be taken under the Indenture with respect to this Twentieth Supplemental Indenture have been taken.
NOW, THEREFORE IT IS AGREED:
Section 1.Definitions.  Capitalized terms used in this Twentieth 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.  The Surviving Guarantor agrees that by its entering into this Twentieth Supplemental Indenture, the 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 each Merged Guarantor.
Section 3.    Ratification of Indenture.  This Twentieth 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 Twentieth 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 Twentieth Supplemental Indenture by the Surviving Guarantor shall bind each the 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 Twentieth 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 Twentieth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.  This Twentieth Supplemental Indenture is subject to the provisions of the TIA that are required to be part of this Twentieth Supplemental Indenture and shall, to the extent applicable, be governed by such provisions.
Section 8.    Counterparts.  This Twentieth 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 Twentieth Supplemental Indenture.


        





IN WITNESS WHEREOF, the parties hereto have caused this Twentieth Supplemental Indenture to be duly executed as of the date first above written.
	
			
	 
	TOLL BROTHERS FINANCE CORP., as Issuer

	 
	 
	 

	 
	By:
	/s/ Michael J. Grubb

	 
	 
	Name: Michael J. Grubb

	 
	 
	Title: Senior Vice President

	 
	 
	 

	 
	 
	 

	 
	THE SURVIVING GUARANTOR NAMED

	 
	ON SCHEDULE A HERETO, as Guarantor

	 
	 
	 

	 
	By:
	/s/ Michael J. Grubb

	 
	 
	Name: Michael J. Grubb

	 
	 
	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
	 

	 
	 
	 












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SCHEDULE A


SURVIVING GUARANTOR




Toll Bros., Inc. (Pennsylvania corporation)




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SCHEDULE B


LIST OF MERGERS


MERGING GUARANTORS            SURVIVING GUARANTOR


Delaware Corp to be merged            Delaware Corp to be merged into


Toll Bros., Inc.                    Toll Bros., Inc. (Pennsylvania corporation)


Washington Corp to be merged            Washington Corp to be merged into


Toll WA GP Corp.                Toll Bros., Inc. (Pennsylvania corporation)


Washington LLC to be merged            Washington LLC to be merged into


Toll WA LLC                    Toll Bros., Inc. (Pennsylvania corporation)








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EXHIBIT A


For purposes of this Twentieth 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; (xiv) 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; (xv) the Thirteenth Supplemental Indenture dated as of October 31, 2016 (the “Thirteenth Supplemental Indenture”), by and among the Issuer, the parties listed on Schedule A thereto (who, pursuant to such Thirteenth Supplemental Indenture, affirmed their obligations as Guarantors) and the Trustee; (xvi) the Fourteenth Supplemental Indenture, dated as of October 31, 2016 (the “Fourteenth Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Fourteenth Supplemental Indenture, affirmed their obligations as Guarantors) and the Trustee; (xvii) the Fifteenth Supplemental Indenture, dated as of January 21, 2017 (the “Fifteenth Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Fifteenth Supplemental Indenture, affirmed their obligations as Guarantors) and the Trustee; (xviii) the Sixteenth Supplemental Indenture, dated as of April 28, 2017 (the “Sixteenth Supplemental Indenture”), by and among the Issuer, the party listed on Schedule A thereto (who, pursuant to such Sixteenth Supplemental Indenture, affirmed its obligations as a Guarantor) and the Trustee; (xix) the Authorizing Resolutions 


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relating to the add-on offering of $150,000,000 aggregate principal amount of 4.875% Senior Notes due 2027 of the Issuer and the issuance of the 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 June 12, 2017; (xx) the Seventeenth Supplemental Indenture dated as of July 31, 2017 (the “Seventeenth Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Seventeenth Supplemental Indenture, affirmed their obligations as Guarantors) and the Trustee; (xxi) the Eighteenth Supplemental Indenture dated as of October 31, 2017 (the “Eighteenth Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Eighteenth Supplemental Indenture, affirmed their obligations as Guarantors) and the Trustee; (xxii) the Nineteenth Supplemental Indenture dated as of October 31, 2017 (the “Nineteenth Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Nineteenth Supplemental Indenture, affirmed their obligations as Guarantors) and the Trustee; (xxiii) the Authorizing Resolutions, related to the issuance of $400,000,000 aggregate principal amount of 4.350% Senior Notes due 2028 (the “4.350% 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 January 22, 2018; and as may be further supplemented (including by this Twentieth Supplemental Indenture) and/or amended. 




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