tollQ2-10Q2015exh4.2




Exhibit 4.2
THIS NINTH SUPPLEMENTAL INDENTURE, dated as of April 30, 2015, 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 Ninth 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, dated as of April 20, 2009, by and among Toll Brothers Finance Corp., Toll Brothers, Inc., as Guarantor, the other Guarantors identified therein and the Trustee (as more fully described 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 Ninth Supplemental Indenture; and 
WHEREAS, the consent of Holders to the execution and delivery of this Ninth Supplemental Indenture is not required, and all other actions required to be taken under the Indenture with respect to this Ninth Supplemental Indenture have been taken.
NOW, THEREFORE IT IS AGREED:
Section 1.Joinder.  Each Additional Guarantor agrees that by its entering into this Ninth Supplemental Indenture it hereby unconditionally guarantees all of the Issuer’s obligations under (i) the 8.910% Senior Notes, (ii) the 6.750% Senior Notes, (iii) 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 Ninth 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 Ninth 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 Ninth 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 Ninth 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 Ninth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.  This Ninth Supplemental Indenture is subject to the provisions of the TIA that are required to be part of this Ninth Supplemental Indenture and shall, to the extent applicable, be governed by such provisions.
Section 7.    Counterparts.  This Ninth 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 Ninth Supplemental Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this Ninth 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/ Laurence J. O'Brien
	 

	 
	Name: Laurence J. O'Brien
	 

	 
	Title: Vice President
	 

	 
	 
	 




















[SIGNATURE PAGE TO NINTH SUPPLEMENTAL INDENTURE
TO INDENTURE DATED AS OF APRIL 20, 2009]



2




SCHEDULE A


Additional Guarantors as of April 30, 2015




Toll Brothers Canada USA, Inc., a Delaware corporation
Block 268 LLC, a New Jersey limited liability company
Toll MA Development LLC, a Massachusetts limited liability company
Toll MA Holdings LLC, a Delaware limited liability company
Toll MA Land II GP LLC, a Delaware limited liability company
Toll MA Management LLC, a Massachusetts limited liability company
Toll CA XX, L.P., a California limited partnership
Toll NY V L.P., a New York limited partnership
Toll PA Development LP, a Pennsylvania limited partnership
Toll PA Management LP, a Pennsylvania limited partnership









EXHIBIT A


For purposes of this Ninth 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; (vix) 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; (vx) 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; and as may be further supplemented (including by this Ninth Supplemental Indenture) and/or amended.