exv4w1






EXHIBIT 4.1




     THIS SEVENTEENTH SUPPLEMENTAL INDENTURE, dated as of January 31, 2008, 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 TRUST COMPANY, N.A.,
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
Seventeenth 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 Seventeenth Supplemental Indenture; and



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



     NOW, THEREFORE IT IS AGREED:



     Section 1.  Joinder. Each Additional Guarantor agrees that by its entering into this
Seventeenth 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 Seventeenth 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 Seventeenth 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 Seventeenth
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 Seventeenth 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 Seventeenth Supplemental Indenture shall be governed
by and construed in accordance with the laws of the State of New York. This Seventeenth
Supplemental Indenture is subject to the provisions of the TIA that are required to be part of this
Seventeenth Supplemental Indenture and shall, to the extent applicable, be governed by such
provisions.



     Section 7. Counterparts. This Seventeenth 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 Seventeenth Supplemental
Indenture.



     IN WITNESS WHEREOF, the parties hereto have caused this Seventeenth 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






THE BANK OF NEW YORK TRUST COMPANY, N.A.,

as Trustee




By: Mary LaGumina




Name: Mary LaGumina




Title: Vice President




 









 





SCHEDULE A




	 	 	 
	      Company Name	 	            Member
	Toll Henderson LLC

	 	Toll NV Holdings LLC
	Toll North LV LLC

	 	Toll NV Holdings LLC
	Toll North Reno LLC

	 	Toll NV Holdings LLC
	Toll NV Holdings LLC

	 	Toll Southwest LP Company, Inc.
	Toll South LV LLC

	 	Toll NV Holdings LLC
	Toll South Reno LLC

	 	Toll NV Holdings LLC






 









 






EXHIBIT A



For purposes of this Seventeenth 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); (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); (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); (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); (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 (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, thereby became Guarantors) and the Trustee, and as may be
further supplemented (including by this Seventeenth Supplemental Indenture) and/or amended.